Common use of Powers and Duties of Manager Clause in Contracts

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraphs 1.1 OF EXHIBIT A of Exhibit A-1 or Exhibit A-2 and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) substantially comply with all material Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under Section 8.3 . In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Venture Account. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of one hundred thousand Dollars ($100,000) in cash or value. (h) The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit F in such amounts and of such nature as the Manager deems necessary to protect the Assets and Operations of the Venture (i) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIV. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of one hundred thousand Dollars ($100,000); (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2 ; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees required by Law in order to maintain in good standing all licenses, permits, claims, concessions, fee lands, mining leases, surface leases, unpatented mining claims, mill sites and tunnel sites and other tenures included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager's standard of care under Section 8.3 . The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager's standard of care under Section 8.3 . (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with generally accepted accounting principles used by companies based in the United States (“US GAAP”) as further described in Exhibit B, and shall ensure appropriate separation of accounts unless otherwise agreed by the Participants. (n) The Manager shall maintain Equity Accounts for each Participant. Each Participant's Equity Account shall be credited with its proportion of revenue described in Exhibit B and the value of such Participant's contributions under Subsections 5.1(a) and 5.1(b) and shall be credited with amounts contributed by such Participant under Section 5.2 . Each Participant's Equity Account shall be charged with the cash and the fair market value of property distributed to such Participant (net of liabilities assumed by such Participant and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. (o) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) quarterly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within sixty (60) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as the Management Committee may request. Subject to Article XVIII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Participant upon the request of such Participant’s member of the Management Committee, access to, and the right to inspect and, at such Participant's cost and expense, copies of the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Venture Information, to the extent preserved or kept by the Manager, subject to Article XVIII. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Participant does not unreasonably interfere with Operations. (p) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. (q) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Venture. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Participant reasonably informed about the Manager's efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (r) The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. (s) If Participating Interests are adjusted in accordance with this Agreement, the Manager shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. (t) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 7.1 .

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, including but not limited to Subsection 5.2.1.2, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The 8.2.1 the Manager shall manage, direct direct, and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Budgets; (b) The 8.2.2 the Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.; (c) The 8.2.3 the Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances specifically approved by the Management Committee.; (d) The 8.2.4 the Manager shall conduct such title examinations of the Properties and cure such title defects pertaining relating to the Properties as may be advisable in its the reasonable judgment.judgment of the Manager; (e) The 8.2.5 the Manager shall: (i) make or arrange for all payments required by concessions, leases, licenses, permits, contracts contracts, and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (contest, in the courts or otherwise) , the validity or amount of any taxes, assessments assessments, or charges if the Manager deems them to be unlawful, unjust, unequal unequal, or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment readjustment, or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments assessments, or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets.; (f) The 8.2.6 the Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all the Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. In the event of any violation of permits, licenses, Laws or as a result approvals, the Manager shall timely cure or dispose of such violation through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Joint Account; 8.2.7 the Manager shall notify the other Participant promptly of any litigation, arbitration, or administrative proceeding commenced against the Venture. The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The Management Committee shall approve in advance any settlement involving payments, commitments or obligations in excess of one-hundred thousand dollars (US$100,000) in cash or value; 8.2.8 the Manager may dispose of Assets, whether by sale, assignment, abandonment or other transfer, in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 12. However, without prior authorization from the Management Committee, the Manager shall not not: (i) dispose of Assets in any one transaction having a value in excess of $100,000; (ii) enter into any sales contracts or commitments for Products, except as permitted in Section 10.2 ; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture; 8.2.9 the Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; 8.2.10 the Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with generally accepted U.S. GAAP accounting procedures; 8.2.11 the Manager shall select and employ at competitive rates all supervision and labor necessary or appropriate to all Operations hereunder. All persons employed hereunder, the number thereof, their hours of labor and their compensation shall be determined by the Manager, and they shall be employees of the Manager; 8.2.12 the Manager shall keep the Management Committee advised of all Operations by submitting in breach writing to the Management Committee: (i) prior to the commencement of this provision if a violationjoint funding, monthly progress summaries with applicable data and an annual report by each January 31, and after joint funding commences, monthly progress reports, which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: shall: (i) purchase Purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) obtain Contract for services for the Exploration, Development or Mining of the Properties, (iii) Obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iiiiv) keep Keep the Assets free and clear of all Liens and Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (Liens which shall be contested, released or discharged in a diligent matter) , or Liens and Encumbrances specifically approved by the Management CommitteeCommittee or created pursuant to the operation of this Agreement or the Members' Agreement. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager provided that the costs of curing any such title defect existing prior to the Effective Date and not otherwise disclosed in Exhibit A shall be borne by TSVLP in the manner and circumstance set forth in Section 3.1(c)(2) of the Members Agreement. (e) The Manager shall: : (i) make Make or arrange for all payments required by leases, licenses, permits, authorities, contracts and other agreements related to the Assets; ; (ii) pay Pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a ParticipantMember's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and and (iii) Shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: : (i) apply Apply for all necessary permits, licenses and approvals; ; (ii) comply Comply with all applicable Laws; ; (iii) notify Notify promptly the Management Committee of any allegations of substantial violation thereof; and of Permits, or applicable Laws; (iv) prepare Prepare and file all reports or notices required for or as a result Operations; and (v) Arrange for bonds and reclamation for both pre-existing and new conditions and disturbances of Operations. the Properties, at the Company's cost; The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without approval of the Management Committee, all litigation or administrative proceedings arising out of Operations. (h) The Manager shall arrange for insurance for the benefit of the Company and the Members as reasonably determined by the Manager. (i) The Manager may dispose of Assets, whether through abandonment, surrender or Transfer, subject to the limitation set forth in Section 8.2(a). (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain the unpatented mining claims included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget. The Manager shall timely pay all fees and record with the appropriate county and file with the appropriate United States agency, affidavits or other documents required by law to maintain all such claims or sites. (l) If authorized by the Management Committee, the Manager may: (i) Locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) Locate any fractions resulting from such amendment or relocation, (iii) Apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) Abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) Abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) Exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) Convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. The Manager shall respond in a timely manner to all requests from Members for information necessary to meet filing deadlines imposed by Law. (n) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) Quarterly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) Periodic summaries of data acquired, reasonably in advance of Management Committee meetings; (iii) Copies of reports concerning Operations, reasonably in advance of Management Committee meetings; (iv) A final report within 30 days after completion of each Program and Budget, but in no event less often than annually, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; (v) Prepare and distribute prior to the Commencement of Commercial Production, quarterly, and following the Commencement of Commercial Production, monthly, status reports summarizing activities of the Company taken during the previous month or quarter, as the case may be, including an overview and the progress regarding: 1) project overview; 2) actual and budget project schedule; 3) environmental and permitting; 4) geology and mining; 5) processing and operations; 6) site/start-up; and 7)

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs and Budgets.: (a) 8.2.1. The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) 8.2.2. The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted ProgramsPrograms and Budgets, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) 8.2.3. The Manager shall use reasonable efforts to: shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) 8.2.4. The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgment.judgment of the Manager. Montana PGM Venture Agreement February 1, 2000 CONFIDENTIAL (e) 8.2.5. The Manager shall: : (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; ; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and and (iii) shall do all other acts reasonably necessary to maintain the Assets. (f) 8.2.6. The Manager shall: : (i) apply for all necessary permits, licenses and approvals; ; (ii) comply with all Laws; applicable federal, provincial, municipal and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. 8.2.7. The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings greater than $50,000 arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non- managing Participant's approval shall be required in advance of any settlement involving payments, commitments or obligations, if the non-managing Participant's share is in Montana PGM Venture Agreement February 1, 2000 CONFIDENTIAL excess of Twenty-Five Thousand Dollars ($25,000) in cash or value. 8.2.8. The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit D. 8.2.9. The Manager may dispose of Assets, whether by release, abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be released, abandoned or surrendered only as provided in Article 13. However, without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Assets in any one transaction having a value in excess of $250,000: (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted approved Programs and Budgets.under the general guidance of the Management Committee: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, Committee and shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: shall: (i) purchase or otherwise acquire for the Venture all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; , (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and , and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent concurrently with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) With respect to the Goods and Services Tax (the “GST”) under Part IX of the Excise Tax Act S.C. 1990, c.45 (the “Act”), the Manager shall account for all GST in respect of any supplies made to or by the Joint Venture. The Participants shall be registrants and will each execute and provide to the Manager a joint venture election pursuant to section 273 of the Act, confirming that the Manager shall account for all GST in respect of any supplies made to or by the Joint Venture. Accounting for GST shall include paying GST on all taxable purchases and claiming the corresponding input tax credits on behalf of the Joint Venture. (f) The Manager shall: : (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; and (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's the Participants’ sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (fg) The Manager shall: : (i) apply for all necessary permits, licenses and approvals; , (ii) comply with applicable laws and regulations in all Laws; substantial respects, (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and , and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision Section 7.2(g) if a violationviolation has occurred and the Manager in a timely fashion takes such steps as might be available to remedy the violation or to prevent its recurrence or disposes of the same through payment of fines or penalties imposed in accordance with the law. (h) The Manager shall prosecute and defend as it considers appropriate, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The Management Committee shall approve in advance any settlement involving payments (except for fines or penalties), commitments or obligations in excess of $100,000 in cash or value. (i) The Manager shall obtain and maintain for itself and the other Participants such insurance, with such limits and deductibles, as would normally be maintained by a reasonably prudent operator in the circumstances, either by way of a separate policy or the extension of coverage under a “blanket” policy maintained by an Affiliate of the Manager, and the cost thereof shall be paid by the Participants as an item to be included in each Budget; alternatively the Manager may provide protection for the Participants comparable to such insurance coverage and if it elects to self-insure, it shall charge to the Joint Account an amount equal to the premium it would have paid had it secured and maintained a policy or policies of insurance n a competitive bid basis in the amount of such coverage and the cost thereof shall be paid by the Participants as an item to be included in each Budget. (j) The Manager may dispose of Assets, whether by abandonment, surrender or sale in the ordinary course of business, except that the Properties may be abandoned or surrendered only as provided in Article 14. (k) The Manager shall have the right, subject to Section 7.6 below, to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (l) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with generally accepted accounting principles consistently applied. (m) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to each member of the Management Committee a detailed report within 90 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs. At all reasonable times the Manager shall provide the Management Committee or the representatives of each Participant access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations. Such material and information shall be solely for the benefit of the Participants to whom such material and information are made available and the Participants agree not to discuss or disclose the same to any third parties except as provided in this Agreement. Each Participant further agrees that its use of or reliance on such material and information shall be at its sole risk and further agrees to indemnify, defend and hold harmless the Manager and its Affiliates (including without limitation direct and indirect parent companies), and its or their respective directors, officers, shareholders, employees, agents and attorneys, from and against any and all claims, demands, investigations, judgments, losses, liabilities, costs and expenses, including reasonable legal fees, which may be imposed upon, asserted against or incurred by any of them and which arise out of or result from use of or reliance on such material and information by the receiving Participant, or any third party to whom the receiving Participant discloses such material and information. The Manager makes no representation or warranty as to the completeness or accuracy of any material or information disclosed hereunder. (n) The Manager shall allow each Participant, at such Participant’s sole risk and expense, and subject to the Manager’s safety regulations, to inspect the Assets and Operations at all reasonable times, so long as such Participant does not unreasonably interfere with Operations. Such Participant agrees to indemnify, defend and hold harmless the Manager and its Affiliates (including without limitation direct and indirect parent companies), and its or their respective directors, officers, shareholders, employees, agents and attorneys, from and against any and all claims, demands, investigations, judgments, losses, liabilities, costs and expenses, including reasonable legal fees, which may be imposed upon, asserted against or incurred by any of them and which arise out of or result from the entry of, presence or activities of such Participant and/or its agents and representatives on the Properties, including without limitation bodily injury or death at any time resulting therefrom and damage to property sustained by any person or persons, unless such loss or damage is caused by the gross negligence or wilful misconduct of the Manager. (o) The Manager shall undertake all other activities reasonably necessary to fulfil the foregoing. The Manager shall not be in default of any duty under this Section 7.2 if its failure to perform results from the failure of the other Participant to perform acts or to contribute or pay amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, and in addition to other duties specified in this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXArticle VIII. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) Subject to the limitations of the Eligible Exploration Expenditures during the period of completing the TargetSub Initial Contribution (and, during that same period, the terms, form and substance of any contract subject to Management Committee approval), the Manager shall use reasonable efforts to purchase or otherwise acquire additional properties in the Area of Interest, the business and financial terms for such acquisition or purchase which shall be subject to unanimous approval by the Management Committee. (d) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Permitted Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (de) The Manager shall conduct such title examinations of the Company Properties and cure such title defects pertaining to the Company Properties as may be advisable in its reasonable judgment. (ef) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or Member’s net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (fg) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 7.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of the Company through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (h) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. A non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. Any non-managing Member shall approve in advance any settlement involving payments, commitments or obligations in excess of $50,000 in cash or value. (i) The Manager shall, at all times, provide for the benefit of the Company, appropriate employment and workers’ compensation insurance and insurances under standard form insurance policies with companies acceptable to the Management Committee (specifically, with a Best’s Financial Rating of A-7, or higher) for comprehensive public liability and property damage with combined limits of not less than One Million Dollars ($1,000,000) per single occurrence, and Two Million Dollars ($2,000,000) in the aggregate for bodily injury and property damage; and for automobile insurance with combined limits of not less than One Million Dollars ($1,000,000) per single occurrence, and Two Million Dollars ($2,000,000) in the aggregate; and adequate and reasonable insurance against risk of fire and other risks ordinarily insured against in similar operations; and, additional insurances as may otherwise be determined from time to time by the Management Committee. The Manager shall require of all third-party service providers similar insurance requirements, including proof of insurance and certificates of additional insured, for the Company, as may be required by the Management Committee. The Manager shall not be permitted to implement self-insurance funding for the Company unless unanimously approved by the Management Committee. (j) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of or transfer to itself or an Affiliate Assets of any value, (ii) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of $50,000; (iii) enter into any sales contracts or commitments for Product; (iv) begin a liquidation of the Company; or (v) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Company. (k) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors, for whose conduct the Manager will be responsible pursuant to its obligations of its standard of care. (l) The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Company Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to an adopted Program and Budget. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 7.3. The Manager shall timely record with the appropriate county and file with the appropriate State, United States or other agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site and shall provide to Members sufficient documentation as proof of completion of such work, filings and payments at least thirty (30) days prior to the time such obligations are due in order to keep such claims in good standing. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 7.3. (m) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Company Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. (n) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures of and in accordance with customary cost accounting practices in the mining industry and in conjunction with other provisions herein, including but not limited to Article IX, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. The Manager shall keep and maintain all required records, make elections and prepare and file all federal and state tax returns or other required tax forms, and perform the duties described in Exhibit E. (o) The Manager shall maintain Equity Accounts for each Member in the Company. NFUR’s Equity Account shall be credited with its Initial Contribution, pursuant to Section 5.3 at the Effective Date. TargetSub’s Equity Account shall be credited with the value of the contributions under Sections 5.4, 5.5 and 5.8 at the time that all such requirements are completed. There shall be no credit to the Equity Account of TargetSub or change in its Membership Interest until all such Article V requirements are fulfilled, including those of Section 5.7. Members shall be credited with amounts contributed by such Members under Section 5.10. Each Member’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Member (net of liabilities assumed by such Member and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions. (p) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) monthly summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within sixty (60) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XVII, at all reasonable times the Manager shall provide the Management Committee, and designated representative of a non-managing Member access to, and the right to inspect and copy, at the Company’s cost and expense, copies of the Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, as it becomes available and to the extent preserved or kept by the Manager, subject to Article XVII. In addition, the Manager shall allow the non-managing Member, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Member does not unreasonably interfere with Operations. (q) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Company Properties disturbed by Operations. (r) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after dissolution or termination of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Company Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (s) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 6.1.

Powers and Duties of Manager. Subject to the terms and provisions of this AgreementAgreement including without limitation Article 11 and the general oversight and direction of the Management Committee, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The the Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Article 8; (b) The the Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.; (c) The the Manager shall use reasonable efforts to: : (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The the Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment.; (e) The the Manager shall: : (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; , (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and , and (iii) do all other acts reasonably necessary to maintain the Assets.; (f) The the Manager shall: : (i) apply for all necessary permits, licenses and approvals; , (ii) comply with all Laws; , (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and , and (iv) prepare and file all reports or notices notices; required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under Section 7.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (g) the Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of Five Hundred Thousand Dollars ($500,000) in cash or value; (h) the Manager shall provide insurance for the benefit of the Participants as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee; (i) the Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 15. Without prior authorization from the Management Committee, however, the Manager shall not: 22326.88636.CGB.2507236.2 (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of Five Hundred Thousand Dollars ($500,000), (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 12.2, (iii) begin a liquidation of the Business, or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Business; (j) the Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; (k) the Manager shall perform or cause to be performed any and all work and make any and all filings and do all such other lawful things, and shall pay all Governmental Fees required by Law, in order to maintain the Properties in good standing; (l) the Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Participants; (m) the Manager shall maintain Equity Accounts for each Participant. Each Participant's Equity Account shall be credited with the value of its Initial Contribution under Sections 5.2 and shall be credited with amounts contributed by such Participant under Section 5.4. Each Participant's Equity Account shall be charged with the cash and the fair market value of property distributed to such Participant (net of liabilities assumed by such Participant and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Participants, the Manager shall reasonably estimate the fair market value of all Products distributed to the Participants, and such estimated value shall be used regardless of the actual amount received by each Participant upon disposition of such Products; (n) the Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget, (ii) quarterly summaries of data acquired, (iii) copies of reports concerning Operations, 22326.88636.CGB.2507236.2 (iv) a detailed final report within sixty (60) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs, and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article 19, at all reasonable times the Manager shall keep the other Participant fully informed of Operations and shall provide the Management Committee, or other representative of a Participant upon the request of such Participant's member of the Management Committee, access to, and the right to inspect and, at such Participant's cost and expense, copies of the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Confidential Information, to the extent preserved or kept by the Manager, subject to Article 19. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Participant does not unreasonably interfere with Operations; All reports and summaries will be accompanied by copies of all internal memoranda, maps, plans, photographs, electromagnetic surveys, test results, reports, drill logs and other information and data including electronic data and the Manager's analyses, interpretations, compilations, studies and evaluations of such information, data and knowledge. All such information will be deemed to be Confidential Information. If requested, the Manager will consult with the non-managing Participant to assist the non-managing Participant to fully understand the information provided and the implications of it for the value and prospectivity of the Properties; (o) the Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations; (p) the Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Business. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Participant reasonably informed about the Manager's efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto; 22326.88636.CGB.2507236.2 (q) the funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements; (r) if Participating Interests are adjusted in accordance with this Agreement the Manager shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations; (s) the Manager shall undertake all other activities reasonably necessary to fulfil the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 6.1.

Powers and Duties of Manager. Subject to the terms and provisions of this AgreementAgreement and the general oversight and direction of the Management Committee, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Adopted Programs and Budgets.Budgets (although if PDUS is the Manager, the presentation and approval of Programs and Budget shall commence with the presentation and approval of the Program and Budget referred to in Section 5.3(b)): (a) The Manager shall manage, direct and control Operations, and shall prepare and present in compliance, to the Management Committee proposed Programs extent applicable, with the provisions of the Lease and Budgets as provided in ARTICLE IXthe Surface Use Agreement. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for OperationsOperations (to the extent the same are reasonably available to the Manager using commercially reasonable efforts), such purchases and acquisitions to be made to the extent reasonably possible on the best terms reasonably available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrancesroyalties, liens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent concurrently with, the acquisition of such Assets, or mechanic's or materialmen's liens (liens, which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties Property as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; and (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) otherwise the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do . The Manager shall also take all other acts reasonably necessary to maintain the AssetsAssets and to keep the Lease and the Surface Use Agreement in full force and effect. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Lawsapplicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. In addition, with respect to the posting of any bonds or other surety required to obtain any permits, licenses or approvals, neither Participant shall have any obligation to provide corporate guarantees or make its balance sheet available to ensure that such bonds or other surety are in place. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The nonmanaging Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The nonmanaging Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $100,000 in cash or value. (h) The Manager shall obtain insurance for the benefit of the Participants as provided in Exhibit D. (i) In accordance with the terms of the Lease and the Surface Use Agreement, the Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that property may be abandoned or surrendered only as provided in Article XIV. However, without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Assets in any one transaction having a value in excess of $100,000; (ii) enter into any sales contracts or commitments for Products, except as permitted in Section 11.2; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (l) The Manager shall maintain Equity Accounts for each Participant. Each Participant's Equity Account shall be credited with the deemed value of such Participant's contributions under Section 5.1 or otherwise under Article V (including without limitation Back-In Expenditures) and shall be credited with amounts contributed by such Participant under Section 5.5. Notwithstanding the foregoing: (i) in the event PDUS elects to complete the Back-In Requirements, the deemed value of the Participants' Initial Contributions shall be restated (for Equity Account purposes only) as of the date of completion of the Back-In Requirements so that the amount of PDUS's Initial Contribution shall be the amount of money spent by PDUS on Operations between the Effective Date and the date it completes the Back-In Requirements, and the value of Nova's Initial Contribution shall be adjusted at the same time as the adjustment is made to the value of PDUS's Initial Contributions, and Nova's Initial Contribution shall be determined based on the following formula: .70

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under Section 8.

Powers and Duties of Manager. Subject (a) Without limiting the generality of Section 5.1, but subject to the terms and provisions of this Agreementlimitations set forth in Section 5.4, the Manager shall have the following powers power and dutiesauthority, which shall on behalf of the Company to: (i) Cause the Company to pay all required taxes, rents, assessments and other obligations of the Company; (ii) On behalf of the Company, execute and supervise contracts to be discharged entered into by the Company and execute all other instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company's property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company; (iii) Borrow money for the Company from banks, other lending institutions, Members, or Affiliates of Members in accordance with adopted Programs this Agreement or on such terms as may be approved by the Members, and Budgets.in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except to the extent expressly provided in this Operating Agreement or as approved by the Policy Board; (aiv) The Manager shall managePurchase liability and other insurance to protect the Company's property and business; (v) Invest any Company funds temporarily (by way of example but not limitation) in time deposits, direct short-term governmental obligations, commercial paper or other investments; and (vi) Take any action and control Operations, do and shall prepare and present perform all other acts which (A) are necessary or appropriate to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.conduct of the Company's business, including all actions necessary to fulfill the Company's obligations to maintain the development of the Project, but (B) do not require approval of the Policy Board under this Operating Agreement, (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, be responsible for and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.hereby covenants that: (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all materialas Tax Matters Partner, suppliesit will provide: (A) notice of each Member's name, equipment, water, utility address and transportation services required for Operations, such purchases and acquisitions profits interest to be made furnished to the extent reasonably possible on the best terms available, taking into account all Service in accordance with Section 6223(c) of the circumstances; Code, provided the Tax Matters Partner has knowledge of such Member's name, address and profits interest, (B) notice of all administrative and judicial proceedings for the adjustment at the partnership (Company) level of partnership (Company) items shall be sent to each known Member, and (C) if the Service notifies the Company of any administrative proceeding, notice will be sent to the Service in accordance with Section 6230(e) of the Code; (ii) obtain it will exercise good faith in all activities relating to the conduct of the business of the Company and will take no action with respect to the business and property of the Company which is not reasonably related to the achievement of the purpose of the Company; (iii) extended risk insurance in favor of the Company acceptable to the Policy Board and workmen's compensation and public liability insurance in favor of the Company in amounts satisfactory to the Policy Board will be kept in force during the term of the Company as to property of the Company; (iv) all funds of the Company will be deposited in a separate bank account or accounts as shall be determined by the Manager; (v) at the Company's cost and expense, it will provide or cause to be provided each Member (A) within thirty (30) days after the end of each fiscal quarter, a report of operations for such customary warranties quarter, including a balance sheet, a statement of income and guarantees expenses and a cash flow statement for the quarter then ended, (B) within ninety (90) days after the end of each Fiscal Year of the Company, reviewed and compiled and, if necessary, audited financial statements prepared by Deloitte & Touche (or such other independent accountants as are available may be selected by the Members) in connection accordance with generally accepted accounting principles and such purchases financial information with respect to such Fiscal Year of the Company as shall be reportable for federal and acquisitionsstate income tax purposes, (C) tax returns for the Company as set forth in Section 8.10; and (iiiD) keep regular and periodic (but not less than quarterly) reports and updates regarding the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee.Project; (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (iivi) comply with all Lawscontracts, agreements and obligations and all governmental rules, regulations, laws, ordinances and requirements, applicable to the Project and management of the Company; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationand

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted ProgramsPrograms and Budgets, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Lawsapplicable federal, provincial, municipal and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings greater than $50,000 arising out of Operations. The non-managing Participant shall have the right to participate, at its own expanse, in such litigation or administrative proceedings. The non-managing Participant's approval shall be required in advance of any settlement involving payments, commitments or obligations, if the non-managing Participant's share is in excess of Twenty-Five Thousand Dollars ($25,000) in cash or value. (h) The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit D. (i) The Manager may dispose of Assets, whether by release, abandonment, surrender or Transfer in the ordinary course of business, except that Property may be released, abandoned or surrendered only as provided in Article 13. However, without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Assets in any one transaction having a value in excess of $250,000: (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, affiliates or independent contractors. (k) The Manager shall be obligated to perform or cause to be performed during the term of this Agreement all obligations required by law in order to maintain the Property which obligations shall be included in Programs and Budgets. (1) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry.

Powers and Duties of Manager. Subject to the general oversight and direction of the Management Committee, the Manager is vested with the full authority to manage and carry out the day to day management of the Venture and to conduct all Operations pursuant to the terms and provisions of this Agreement. Without limiting the generality of the foregoing but subject to section 9.5, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) : The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) . The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, approved Programs and Budgets and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) . The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) Committee The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgment. (e) judgment of the Manager. The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) . The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) use reasonable best efforts to comply with all Lawsapplicable federal, provincial, municipal and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. The Manager shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or as a result administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000 in cash or value. The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 16. However, without prior authorization from the Management Committee, the Manager shall not; (i) dispose of Assets in any one transaction having a value in excess of $500,000; or (ii) enter into any sales contracts or commitments for Products, except as permitted in section 13.2 The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law and pay all rental fees or other charges required by law in order to maintain the unpatented mining claims included within the Properties. The Manager shall have the right to perform the assessment work or pay the fees required in lieu thereof. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in breach accordance with the adopted Program and Budget. The Manager shall timely record with the appropriate county and file with the appropriate authorities affidavits in proper form attesting to the performance of assessment work or notices of intent to hold in proper form or notice of payment of annual rental fees and allocating therein, to or for the benefit of each claim, at least the minimum amount of assessment work or rental fee required by law to maintain such claim or site. The Manager may; (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site; (ii) locate any fractions resulting from such amendment or relocation; (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites; (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquire from the Crown rights to the ground covered thereby; (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquire from the Crown rights to the ground covered thereby; (vi) exchange with or convey to the Crown or other parties any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal or provincial law hereafter enacted. The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) monthly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget within 15 days of the end of each month and a full report annually with respect to activities on the Properties within 60 days of the end of each year; (ii) periodic summaries of data required; (iii) copies of reports concerning Operations; (iv) a detailed final report within 90 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; (v) any activities undertaken pursuant to section 10.2(1); and (vi) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and f▇▇▇▇▇ the business of the Venture. The Manager shall cause to be paid from the Joint Account all workmen and wage earners employed by it or its contractors in connection with the Venture and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Manager is contesting in good faith. Operations generally will be carried out by employees of the Manager appointed pursuant to Article 10. Expenses related to employees of the Manger directly engaged in Operations shall be charged to the Joint Account as provided in Exhibit B. The Manager shall not be in default of any duty under this provision section 10.2 if a violationits failure to perform results from the failure of the non-managing Participant to perform acts or to contribute amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) 9.2.1 The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXSection 10. (b) 9.2.2 The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) 9.2.3 The Manager shall use reasonable efforts to: (i1) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii2) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii3) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Section 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) 9.2.4 The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) 9.2.5 The Manager shall: (i1) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii2) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's Member’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's Member’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii3) do all other acts reasonably necessary to maintain the Assets. (f) 9.2.6 The Manager shall: (i1) apply for all necessary permits, licenses and approvals; (ii2) comply with all Laws; (iii3) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv4) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 9.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. 9.2.7 The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Member shall approve in advance the commencement of any litigation or any settlement involving payments, commitments or obligations in excess of One Hundred Thousand Dollars ($100,000.00) in cash or value. 9.2.8 The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee. 9.2.9 The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 12.2. Without prior authorization from the Management Committee, however, the Manager shall not: (1) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of Fifty Thousand Dollars ($50,000.00); (2) enter into any sales contracts or commitments for Product, except as permitted in Section 5.10; (3) begin a liquidation of the Company; or (4) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Company. 9.2.10 The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. 9.2.11 The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees, required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 9.3. The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 9.3. 9.2.12 If authorized by the Management Committee, the Manager may: (1) locate, amend or relocate any unpatented mining claim or mill site or tunnel site; (2) locate any fractions resulting from such amendment or relocation; (3) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites; (4) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby; (5) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby; (6) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; and (7) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. 9.2.13 The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. 9.2.14 The Manager shall keep and maintain all required records, make elections, and prepare and file all federal and state tax returns or other required tax forms, and perform the other duties described in Exhibit C. 9.2.15 The Manager shall maintain Equity Accounts for each Member. Each Member’s Equity Account shall be credited with the value of such Member’s contributions under Sections 3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.2 or 3.3, as applicable, and shall be credited with any additional amounts contributed by such Member to the Company. Each Member’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Member (net of liabilities assumed by such Member and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Members, the Manager shall reasonably estimate the fair market value of all Products distributed to the Members, using published or other generally quoted prices where available, and such estimated value shall be used regardless of the actual amount received by each Member upon disposition of such Products. 9.2.16 The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (1) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (2) periodic summaries of data acquired; (3) copies of reports concerning Operations; (4) a detailed final report within thirty (30) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (5) such other reports as any member of the Management Committee may reasonably request. Subject to Section 13, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Member upon the request of such Member’s member of the Management Committee, access to, and the right to inspect and, at such Member’s cost and expense, copy the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Member, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Member does not unreasonably interfere with Operations. 9.2.17 The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. 9.2.18 The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and related accounts. 9.2.19 The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. 9.2.20 If Ownership Interests are adjusted in accordance with this Agreement the Manager shall modify the Schedule of Members to properly reflect such adjustment and shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. 9.2.21 The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 8.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; acquisitions and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged or contested in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (dc) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (ed) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable (iii) shall do all other acts reasonably necessary to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by maintain the Management Committee, the Assets. The Manager shall have the right to contest (contest, in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager shall not permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (fe) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Lawsapplicable Mexican, U.S. Government, state and local laws and regulations, including laws and regulations concerning reclamation and restoration of the Properties; (iii) notify promptly the Management Committee Participants of any allegations of substantial violation thereof; thereof and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply and the Manager has cured or disposed of such violation through performance and/or payment of fines and penalties. (f) The Manager shall prosecute or defend all litigation or administrative proceedings arising out of Operations. The non-managing Participants shall have the right to participate at their own expense, in such litigation or administrative proceedings.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Article X. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. The Manager shall have authority to disburse Company funds solely in payment of Qualifying Expenses. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's Member’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's Member’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 9.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. For the sake of clarity, and fines or penalties arising from a breach of the Manager’s standard of care shall not constitute Qualifying Expenses or Qualifying Expenditures. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Member may approve in advance any settlement involving payments, commitments or obliga­tions in excess of Ten Thousand Dollars ($10,000.00) in cash or value. (h) The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee. (i) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 12.2. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of Twenty-Five Thousand Dollars ($25,000.00); (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 5.10; (iii) begin a liquidation of the Company; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Company. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors subject to the limitation of Section 9.6. (k) The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees, required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 9.3. The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 9.3. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. (n) The Manager shall keep and maintain all required records, make elections, and prepare and file all federal and state tax returns or other required tax forms, and perform the other duties described in Exhibit C. (o) The Manager shall maintain Capital Accounts for each Member. Each Member’s Capital Account shall be credited with the value of such Member’s contributions under Subsections 3.1(a) and 3.1(b) and shall be credited with any additional amounts contributed by such Member to the Company. Each Member’s Capital Account shall be charged with the cash and the fair market value of property distributed to such Member (net of liabilities assumed by such Member and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Capital Account balances of the Members, the Manager shall reasonably estimate the fair market value of all Products distributed to the Members, and such estimated value shall be used regardless of the actual amount received by each Member upon disposition of such Products. (p) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly and annual progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within one hundred twenty (120) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XIII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Member upon the request of such Member’s member of the Management Committee, access to, and the right to inspect and, at such Member’s cost and expense, copy the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Member, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Member does not unreasonably interfere with Operations. (q) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance not later than ninety (90) days from the date of this Agreement, which Environmental Compliance plan shall be reviewed and approved by the Management Committee. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. (r) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (s) The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. (t) If Ownership Interests are adjusted in accordance with this Agreement the Manager shall modify the Schedule of Members to properly reflect such adjustment and shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. (u) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 8.1.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) contract for services such as contract services for the Exploration, Development or Mining of the Properties, (iii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iiiiv) keep the Assets free and clear of all Liens and Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (Liens which shall be contested, released or discharged in a diligent matter) , or Liens and Encumbrances specifically approved by the Management CommitteeCommittee or created pursuant to the operation of this Agreement or the Members' Agreement as Amended. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: : (i) make or arrange for all payments required by leases, licenses, permits, authorities, contracts and other agreements related to the Assets; ; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a ParticipantMember's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and and (iii) shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: : (i) apply for all necessary permits, licenses and approvals; ; (ii) comply with all Laws; applicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and ; (iv) prepare and file all reports or notices required for or as a result Operations; and (v) arrange for bonds and reclamation for both pre-existing and new conditions and disturbances of Operations. the Properties, at the Company's cost; The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. (h) The Manager shall provide insurance for the benefit of the Company and the Members as reasonably determined by the Manager. (i) The Manager may dispose of Assets, whether through abandonment, surrender or Transfer, subject to the limitation set forth in Section 12.2. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain the unpatented mining claims included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget. The Manager shall timely pay all fees and record with the appropriate county and file with the appropriate United States agency, affidavits or other documents required by law to maintain all such claims or sites. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. The Manager shall respond in a timely manner to all requests from Members for information necessary to meet filing deadlines imposed by Law. (n) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired, reasonably in advance of Management Committee meetings; (iii) copies of reports concerning Operations, reasonably in advance of Management Committee meetings; (iv) a detailed final report within 30 days after completion of each Program and Budget, but in no event less often than annually, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the duly authorized representative of any Member (including representatives of any actual or potential lenders, equity investors that are duly authorized in writing by a Member) access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations, including all computer files an databases related thereto. In addition, the Manager shall allow the non-managing Member or that Member's authorized representative or invitee, at that Member's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Member does not unreasonably interfere with Operations. (o) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. (p) The Manager shall have the right to require the Members to fully fund the Environmental Compliance Fund, in proportion to their respective Ownership Interests, and in accordance with Section 3.14 of Exhibit B, with all reasonably anticipated costs of future reclamation, closure and Environmental Compliance. No Member who has resigned or withdrawn from the Company will be required to contribute additional funds to the Environmental Compliance Fund unless and until all contribution made to said Environmental Compliance Fund prior to such withdrawal or resignation have been spent or committed to be spent. (q) The Manager shall otherwise conduct Operations as it deems appropriate in its discretion. The Manager shall not be in default of any duty under this Section 9.2 if its failure to perform results from the failure of the Members to perform acts or to contribute amounts required of them by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.duties:‌ (a) The 10.2.1 the Manager shall manage, direct direct, and control Operations, and shall prepare and present to the Management Committee Board proposed Programs and Budgets as provided in ARTICLE IX.accordance with clause 11; (b) The 10.2.2 the Manager shall implement the decisions of the Management CommitteeBoard, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee Board if it lacks sufficient funds to carry out its responsibilities under this Agreement.; (c) The 10.2.3 the Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on in the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such for Encumbrances listed being contested in PARAGRAPH 1.1 OF EXHIBIT A and good faith, those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances specifically approved by the Management Committee.Board; (d) The 10.2.4 the Manager shall have the power to conduct such title examinations of the Properties and cure such title defects pertaining relating to the Properties as may be advisable in its the reasonable judgment.judgment of the Manager; (e) The 10.2.5 the Manager shall: (i) make or arrange for all payments required by concessions, leases, licenses, permits, contracts contracts, and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's Shareholder’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management CommitteeBoard, the Manager shall have the right to contest (contest, in the courts or otherwise) , the validity or amount of any taxes, assessments assessments, or charges if the Manager deems them to be unlawful, unjust, unequal unequal, or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment readjustment, or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments assessments, or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets.; (f) The 10.2.6 the Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee Board of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. In the event of any violation of permits, licenses, Laws or as a result approvals, the Manager shall timely cure or dispose of such violation through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Company; 10.2.7 the Manager shall notify the Shareholders and the Company promptly of any litigation, arbitration, or administrative proceeding commenced against the Company. The Manager shall prosecute and defend, but shall not initiate without consent of the Board, all litigation or administrative proceedings arising out of Operations. The Board shall approve in advance any settlement involving payments, commitments or obligations in excess of US$100,000 in cash or value; 10.2.8 the Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; 10.2.9 the Manager shall select and employ at competitive rates all supervision and labor necessary or appropriate to all Operations hereunder. All persons employed hereunder, the number thereof, their hours of labor and their compensation shall be determined by the Manager after giving proper consideration of the financial interests of the Shareholders, and they shall be employees of the Manager; 10.2.10 the Manager shall keep the Board advised of all Operations by submitting in writing to the Board: (i) quarterly progress reports with applicable data by the 30th day following the end of each calendar quarter and an annual report for the previous calendar year by each January 31, which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within ninety (90) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures; and (v) such other reports as the Board may reasonably request. At all reasonable times, the Manager shall provide the Board, upon the request of any member of the Board, access to, and the right to inspect and copy, all information acquired in Operations, including but not limited to, maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records. In addition, the Manager shall allow the Shareholders, at their sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Shareholder does not unreasonably interfere with Operations; 10.2.11 the Manager shall arrange insurance for the benefit of the Company, in such amounts and of such nature as directed by the Board and, in the absence of any direction, then as the Manager deems necessary to protect the Assets and Operations of the Company; 10.2.12 the Manager shall perform or cause to be performed all assessment and other work, and shall pay all Government Fees required by Law in breach order to maintain in good standing all licenses, permits, claims, concessions, fee lands, mining leases, surface leases and other tenures included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration on other properties. The Manager shall timely record and file with the appropriate governmental office any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Government Fees and the performance of assessment work, in each case in sufficient detail to reflect compliance with the applicable requirements; 10.2.13 the Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations; 10.2.14 to the extent that funds are required to be deposited into the Environmental Compliance fund then such funds shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Board. Such funds shall be used solely for Environmental Compliance, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements; 10.2.15 the Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of this provision if a violationAgreement (but for clarity, not after the insolvency or liquidation of the Company). The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the Company and the Shareholders informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of the Company and each Shareholder shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto; and 10.2.16 the Manager shall undertake all other activities reasonably necessary to fulfill the foregoing.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The 8.2.1 the Manager shall manage, direct direct, and control OperationsOperations to process a minimum amount of ore (unless not available) of 7,000 dry tonnes per month for UMS’ mines and 3,000 dry tonnes per month for NJMC’s mines, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided Budgets. If either Participant does not use the processing capacity allocated to it in ARTICLE IX.any month, the Manager will offer such unused capacity to the other Participant; (b) The 8.2.2 the Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.; (c) The 8.2.3 the Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances specifically approved by the Management Committee.; (d) The 8.2.4 the Manager shall conduct such title examinations of the Properties and cure such title defects pertaining relating to the Properties as may be advisable in its the reasonable judgment.judgment of the Manager; (e) The 8.2.5 the Manager shall: (i) make or arrange for all payments required by concessions, leases, licenses, permits, contracts contracts, and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (contest, in the courts or otherwise) , the validity or amount of any taxes, assessments assessments, or charges if the Manager deems them to be unlawful, unjust, unequal unequal, or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment readjustment, or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments assessments, or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets.; (f) The 8.2.6 the Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all the Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. In the event of any violation of permits, licenses, Laws or as a result approvals, the Manager shall timely cure or dispose of such violation through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Joint Account; 8.2.7 the Manager shall notify the other Participant promptly of any litigation, arbitration, or administrative proceeding commenced against the Venture. The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The Management Committee shall approve in advance any settlement involving payments, commitments or obligations in excess of one-hundred thousand dollars ($100,000) in cash or value; 8.2.8 the Manager may dispose of Assets, whether by sale, assignment, abandonment or other transfer, in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 12. However, without prior authorization from the Management Committee, the Manager shall not not: (i) dispose of Assets in any one transaction having a value in excess of one-hundred thousand dollars ($100,000), (ii) enter into any sales contracts or commitments for Products, except as permitted in Section 10.2; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture; 8.2.9 the Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; 8.2.10 the Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with generally accepted U.S. GAAP accounting procedures; 8.2.11 the Manager shall select and employ at competitive rates all supervision and labor necessary or appropriate to all Operations hereunder. All persons employed hereunder, the number thereof, their hours of labor and their compensation shall be determined by the Manager, and they shall be employees of the Manager; 8.2.12 the Manager shall keep the Management Committee advised of all Operations by submitting in breach writing to the Management Committee: (i) quarterly progress summaries with applicable data and an annual report by each January 31, and quarterly progress reports, which include statements of this provision if a violationexpenditures and comparisons of such expenditures to the adopted Budget (with all quarterly summaries or reports due within 30 days following the end of each calendar quarter); (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations;

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) 9.2.1 The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXSection 10. (b) 9.2.2 The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) 9.2.3 The Manager shall use reasonable efforts to: (i1) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii2) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii3) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Section 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) 9.2.4 The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) 9.2.5 The Manager shall: (i1) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii2) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a ParticipantMember's sales revenue or net income and taxes, including production taxes, attributable to a ParticipantMember's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii3) do all other acts reasonably necessary to maintain the Assets. (f) 9.2.6 The Manager shall: (i1) apply for all necessary permits, licenses and approvals; (ii2) comply with all Laws; (iii3) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv4) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under Section 9.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. 9.2.7 The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non managing Member shall approve in advance any settlement involving payments, commitments or obligations in excess of Fifty Thousand Dollars ($50,000.00) in cash or value. 9.2.8 The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee. 9.2.9 The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 12.2. Without prior authorization from the Management Committee, however, the Manager shall not: (1) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of Fifty Thousand Dollars ($50,000.00); (2) enter into any sales contracts or commitments for Product, except as permitted in Section 5.10; (3) begin a liquidation of the Company; or (4) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Company. 9.2.10 The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. 9.2.11 The Manager shall reimburse Owner for Owner's cost of maintenance of the patented and unpatented mining claims which are included in and comprise a part of the Property, including payment of the federal annual mining claim maintenance fees for the unpatented mining claims which are included in and comprise part of the Property, a proportionate share of the minimum payments which Owner is obligated to pay under the Underlying Agreements for the patented mining claims which are included in or comprise part of the Property, and any other costs which Owner reasonably incurs to hold or maintain the Property. 9.2.12 The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. 9.2.13 The Manager shall keep and maintain all required records, make elections, and prepare and file all federal and state tax returns or other required tax forms, and perform the other duties described in Exhibit C. 9.2.14 The Manager shall maintain Equity Accounts for each Member. Each Member's Equity Account shall be credited with the value of such Member's contributions under Sections 3.1.1, 3.1.2 and 3.1.3 and shall be credited with any additional amounts contributed by such Member to the Company. Each Member's Equity Account shall be charged with the cash and the fair market value of property distributed to such Member (net of liabilities assumed by such Member and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Members, the Manager shall reasonably estimate the fair market value of all Products distributed to the Members, and such estimated value shall be used regardless of the actual amount received by each Member upon disposition of such Products. 9.2.15 The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (1) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (2) periodic summaries of data acquired; (3) copies of reports concerning Operations; (4) a detailed final report within thirty (30) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (5) such other reports as any member of the Management Committee may reasonably request. Subject to Section 13, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Member upon the request of such Member's member of the Management Committee, access to, and the right to inspect and, at such Member's cost and expense, copy the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Member, at the latter's sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Member does not unreasonably interfere with Operations. 9.2.16 The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. 9.2.17 The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager's efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and related accounts. 9.2.18 The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. 9.2.19 If Ownership interests are adjusted in accordance with this Agreement the Manager shall modify the Schedule of Members to properly reflect such adjustment and shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. 9.2.20 The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 8.1.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The the Manager shall manage, direct and control OperationsOperations in accordance with sound exploration, mining and shall prepare other applicable industry standards and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.practices; (b) The the Manager shall shall: (i) implement the decisions of taken by the Management Committee, shall Committee pursuant to Section 8.4 make all expenditures Expenditures necessary to carry out adopted Programs, Programs and shall Budgets; and (ii) promptly advise notify the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.hereunder; (c) The the Manager shall use reasonable efforts toprepare and submit a Program and Budget to the Management Committee for approval by at least December 1st of each year and each Program shall contain: a reasonably detailed outline of all activities the Manager contemplates carrying out on the Project and the location and time frame thereof for a one-year period; (d) a reasonably itemized Budget, broken down by month, of the projected expenditures under the Program, charge out rates for shared corporate services; and the estimated amount and date of each payment that the non managing-Party would have to make to the Manager; (e) the Manager shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms commercially available, reasonably taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the all Assets and Project free and clear of all EncumbrancesLiens, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for (A) those existing at the time of, or created concurrent concurrently with, the acquisition of such AssetsAssets and Project, or mechanic's or materialmen's liens (B) legal hypothecs incidental to Construction which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leasesmanner, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationand

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the M a n a g e r s h a l l m a n a g e a n d s h a l l p r e p a r e a n d p r e s e n t t o t h e Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient requires additional funds to carry out its responsibilities under this Agreement. Marigold covenants and agrees that it will or will cause the Manager to employ on behalf of the Joint Ventures the current employees of the USPR. (c) The Manager shall use reasonable efforts to: (i1) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii2) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii3) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties Concessions and cure such title defects pertaining to the Properties Concessions as may be advisable in its reasonable judgment. (e) The Manager shall: (i1) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the AssetsConcessions; (ii2) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii3) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i1) apply for all necessary permits, licenses and approvals; (ii2) comply with all Laws; (iii3) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv4) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under Section

Powers and Duties of Manager. Subject to the general oversight and direction of the Management Committee, the Manager is vested with the full authority to manage and carry out the day to day management of the Property and to conduct all Operations pursuant to the terms of this Agreement and the most recently approved Program and Budget. The Manager agrees to carry out its duties as Manager itself or through its Agents in accordance with the terms and provisions intent of this AgreementAgreement and on behalf of and for the account of the Participants in accordance with their Participating Interests. Without limiting the generality of the foregoing, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, approved Programs and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible Operations on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, Encumbrances except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, of or created concurrent with, with the acquisition of such Assets, or the terms of any leases and permits related to the Property and those encumbrances contemplated in this Agreement, any construction, mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner by the Manager or Encumbrances specifically approved by the Management Committee. (d) The Manager shall preserve and protect title to the Property at all times (including the renewal of any and all related leases, mining claims, permits, licences or other approvals or grants of interest as required) and shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: (i) make or arrange for all payments required by all leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay or arrange for payment of all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that (if authorized by the Management Committee, the Manager shall have the right to contest (in the courts court or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, excessive or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay themthereof, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges); and (iii) do or cause to be done all other acts reasonably necessary to maintain the AssetsAssets and to maintain the title thereto in good standing including, without limitation, the performance of all assessment and other Work that is required by applicable law. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvalsapprovals necessary to conduct Operations; (ii) use reasonable best efforts to comply with all Lawslaws, regulations, orders or policy directions of any Governmental Authority having jurisdiction; (iii) notify promptly the Management Committee of any allegations of substantial violation thereofof the foregoing; and (iv) prepare and file all reports or notices required for or as a result arising out of the conduct of Operations. (g) With respect to any joint sale or other joint disposition of Products that may be agreed to pursuant to section 12.1, procure and negotiate on behalf of the Participants such contracts as are required, deposit the proceeds from such sales to the account of the Venture to the extent applicable under the terms of this Agreement and distribute the surplus proceeds to the Participants in accordance with their respective Participating Interests. (h) Invest all cash contributions and other revenues of the Venture for the benefit of the Venture and the participants and any undistributed proceeds of the sale of Product for the benefit of the Participants on such basis as will maximize the returns on such investments but will enable the Manager and the Venture to comply with their contractual obligations and to exercise their contractual rights, including pursuant to the terms of this Agreement. (i) The Manager shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of the conduct of Operations. The other Participant shall have the right to participate in such litigation or administrative proceedings at its own expense. The other Participant shall approve in advance any settlement of litigation or administrative proceedings involving payments, commitments or obligations of the Venture in excess of $50,000.00. (j) The Manager shall obtain or arrange and keep in force insurance for the benefit of the Participants, including comprehensive general public liability and property damage insurance and automobile insurance, insuring against claims for bodily injury or death or property damage arising out of or resulting from Operations, in such amounts and covering such claims, losses and risks as will adequately protect the interests of the Participants, including by enabling the Manager to repair or cause to be repaired or rebuilt all Facilities on the Property and to continue operations of any mine or mineral processing facility relating thereto, all in accordance with sound mining practice and customary industry standards. (k) The Manager may dispose of Assets (other than the Property or part thereof) whether by abandonment, surrender or Transfer in the ordinary course of business but subject to the terms of this Agreement, including the Accounting Procedure. The Manager shall not enter into any sales contracts or commitments for Product without the prior authorization of each Participant in respect of its share of Product. (l) The Manager shall prepare and shall file after approval of the Management Committee any tax returns or other tax filings required to be filed on behalf of the Venture. With respect to the Goods and Services Tax (the "GST") under Part IX of the EXCISE TAX ACT S.C. 1990, c.45, (the "Act"), the Manager shall account for all GST in breach respect of any supplies made to or by the Venture. The Participants shall be registrants and will each execute and provide to the Manager a joint venture election (the "Election") pursuant to section 273 of the Act, confirming that the Manager shall account for all GST in respect of any supplies made to or by the Venture and the Manager shall file the Election with Revenue Canada, Customs and Excise along with the Manager's return as and when required under Part IX and section 273 of the Act. Accounting for GST shall include paying GST on all taxable purchases and claiming the corresponding input tax credits on behalf of the Venture. (m) The Manager shall have the right to carry out its responsibilities hereunder through its Agents, but shall be and remain liable during the term of this provision if Agreement for any acts or omissions of its Agents. (n) The Manager shall keep and maintain all required accounting and financial records pursuant to Canadian generally accepted accounting principles, the Accounting Procedure and in accordance with customary accounting practices in the mining industry. (o) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) monthly progress reports in respect of Operations which reports shall include statements of Expenditures and comparisons of such Expenditures to the adopted Program and Budget and all other pertinent data including, without limitation, drill and assay results, survey results, geological and reserve figures and production reports; (ii) periodic summaries of data acquired as reasonably required by the Participants; (iii) copies of all reports concerning Operations, including the immediate delivery to the Management Committee of all significant results; (iv) a violationdetailed final report within 30 days after completion of each Program and Budget which shall include comparisons between actual and budgeted Expenditures and comparisons between the objectives and results of the Program; and (v) such other reports as the Management Committee may request. At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant access to and the right to copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations. In addition, the Manager shall allow the other Participant, at its sole risk and expense and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, provided that such inspection does not unreasonably interfere with Operations. (p) The Manager shall undertake all other activities reasonably necessary to fulfill its obligations as Manager under this Agreement and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and conduct the business of the Venture. (q) The Manager shall keep the financial and accounting records, to the extent and in such detail and at such places as the Management Committee may determine, such books and records pertaining to the Venture and Operations and to the costs and expenses thereof and the performance of the Manager hereunder, and to the receipt and disposition of proceeds from any joint sales agreed to pursuant to section 12.1, as will properly reflect, in accordance with generally accepted accounting principles in Canada, to the extent applicable and not in conflict with the provisions hereof, all transactions of the Manager in relation to the Venture and Operations and the performance of its duties hereunder and all costs paid by it in the performance thereof and for which it will seek reimbursement hereunder, all of which books and records shall be made available to each of the Participants and the Management Committee, upon reasonable notice and at all reasonable times, for inspection, audit and reproduction. As soon as possible after the close of each fiscal year of the Venture, all the books and accounts of the Manager relating to the Venture and Operations for such fiscal year of the Venture shall be audited by the Auditor at the expense of the Venture and Operations and copies of the report of the Auditor shall be provided to each Participant within 60 days of each fiscal year end. Any claim of a Participant against the Manager, and vice versa, relating to any transactions during the period covered by such audit shall be made within two years after the receipt of such audit report by the Participant. (r) Upon termination of the Venture, the Manager shall, at the cost and expense of the Venture, be responsible for the rehabilitation and reclamation of the Property as required by applicable environmental and mining laws and to the standard required by all Governmental Authorities having jurisdiction including, without limitation, filing or posting or causing to be filed or posted, all letters of credit, surety, bonds or other forms of security for all reclamation or rehabilitation obligations of the Venture as may be required by any Governmental Authority having jurisdiction.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Article X. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Properties and Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Properties and Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Properties and Assets; (ii) pay all taxes, assessments and like charges on Operations Operations, Properties and Assets except taxes determined or measured by a Participant's Member’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's Member’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Properties and Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Properties and Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 9.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Member shall approve in advance any settlement involving payments, commitments or obliga­tions in excess of One Hundred Thousand Dollars ($100,000) in cash or value, such approval not to be unreasonably withheld. (h) The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit E or as may otherwise be determined from time to time by the Management Committee. (i) The Manager may dispose of the Properties and Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 12.2. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of One Hundred Thousand Dollars ($100,000); (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 5.10; (iii) begin a liquidation of the Company; or (iv) dispose of all or a substantial part of the Properties and Assets necessary to achieve the purposes of the Company. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees, required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 9.3. The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 9.3. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. (n) The Manager shall keep and maintain all required records, make elections, and prepare and file all federal and state tax returns or other required tax forms, and perform the other duties described in Exhibit C. (o) The Manager shall maintain Equity Accounts for each Member. Each Member’s Equity Account shall be credited with the value of such Member’s contributions under Subsections 3.1(a) and 3.1(b) and shall be credited with any additional amounts contributed by such Member to the Company. Each Member’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Member (net of liabilities assumed by such Member and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Members, the Manager shall reasonably estimate the fair market value of all Products distributed to the Members, and such estimated value shall be used regardless of the actual amount received by each Member upon disposition of such Products. (p) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within five (5) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XIII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Member upon the request of such Member’s member of the Management Committee, access to, and the right to inspect and, at such Member’s cost and expense, copy the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Member, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Properties, Assets and Operations at all reasonable times, so long as the non-managing Member does not unreasonably interfere with Operations. (q) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. (r) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (s) The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. (t) If Ownership Interests are adjusted in accordance with this Agreement the Manager shall modify the Schedule of Members to properly reflect such adjustment and shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. (u) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 8.1.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and dutiesduties by and on behalf of the Company, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, including mining, processing, stockpiling and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXdelivering Products. (b) The Manager shall implement the decisions of the Management Committee, shall make from Company funds all expenditures necessary to carry out adopted ProgramsPrograms and Budgets, and shall promptly advise the Management Committee if it the Company lacks sufficient funds for the Manager to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts toprepare and transmit to each Member proposed Programs and Budgets in accordance with Section 8.3. (d) The Manager shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets Project free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such AssetsAsset, or landlord’s, mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) manner), or Encumbrances specifically approved by the Management Committee. (de) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment.the judgment of the Manager acting in accordance with Standard Mining Industry Practices. The Manager shall acquire in the name of the Company all necessary water rights, surface rights, rights-of-way and other real property interests required for the Properties. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 29 (ef) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets (except taxes determined or measured by a Participant's Member’s sales revenue or net income income); and taxes, including production taxes, attributable (iii) shall do all other acts reasonably necessary to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if maintain the Assets. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (fg) The Manager shall, in accordance with the Accounting Procedure, engage, hire and train the necessary personnel to perform the work required for the Project. (h) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all LawsLaw; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager’s efforts to comply with Standard Mining Industry Practices, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties (provided that any such payment of fines or penalties shall be without reimbursement from the Company to the extent arising from the fraud, gross negligence or willful misconduct of the Manager). (i) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations; provided, however, without the consent of the Management Committee, the Manger may prosecute and defend (i) all actions arising out of or relating to the perfection of the Water Rights for use at the Project, and (ii) all actions against the Manager or any Member arising out of the Operations or the performance by the Manager or any such Member of its obligations under this Agreement or the Contribution Agreement. (j) The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit D or as may otherwise be determined from time to time by the Management Committee. (k) The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIII. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction having a value in excess of $100,000 (other than the distribution of Products hereunder); (ii) enter into any sales contracts or commitments for Product, except as provided in Section 10.3; or (iii) dispose of all or a substantial part of the Assets that are necessary to achieve the purposes of the Company. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 30 (l) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (m) The Manager shall timely pay all Governmental Fees required to hold and maintain the unpatented mining claims held as a part of the Assets. To the extent required by Law, the Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain the unpatented mining claims included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget and, to the extent consistent with the adopted Program and Budget, Standard Mining Industry Practices. The Manager shall timely record with the appropriate county and file with the appropriate United States agency, affidavits in proper form attesting to the performance of assessment work or notices of intent to hold in proper form, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by law to maintain such claim or site. (n) Subject to Section 6.4(a)(viii), if authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site; (ii) locate any fractions resulting from such amendment or relocation; (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites; (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the U.S. rights to the ground covered thereby; (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the U.S. rights to the ground covered thereby; (vi) exchange with or convey to the U.S. any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Federal law hereafter enacted. (o) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (p) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) monthly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within forty-five (45) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide to the Members and its agents and representatives, upon the written request of any Representative of such Member, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations. In addition, the Manager shall allow the Member that is not the Manager and its agents, at the latter’s sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting or auditing Member does not unreasonably interfere with Operations. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 31 (q) The Manager shall ensure that POS-Minerals will have adequate office space at the Project site headquarters (when constructed), including telephone and internet access, and that POS-Minerals shall be provided reasonable overnight accommodations to the extent housing is provided for the Manager’s officers and employees, the expenses of which shall be borne by the Company. (r) The Manager shall maintain Capital Accounts of the Members in accordance with Exhibit C. (s) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. (t) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of Commercial Production. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the Management Committee fully informed about the Manager’s efforts to discharge Continuing Obligations. Each Member and its authorized agents and representatives shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records and accounts related thereto. (u) The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include money market investments and money market funds, or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. (v) The Manager may cause the Company to become a member of the Nevada Mining Association, or with the approval of the entire Management Committee, other national, state or local mining or other trade associations to the extent the Manager determines that membership in any such trade associations will benefit the Company. (w) The Manager shall prepare or cause to be prepared the engineering and design plans and specifications for the Project. (x) The Manager shall, in accordance with the Exhibit C, prepare and file with Governmental Authorities all tax and other returns required by Law pertaining to the Project. (y) Subject to the availability of funds under Sections 6.4(a)(ii) and (iii), and except for the permissible acquisition and disposition of assets hereunder, the Manager shall maintain in good working condition and replace when necessary all machinery, plant and equipment and other Assets. (z) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. Notwithstanding anything in this Agreement to the contrary, the Manager shall not be in default of any duty under this Section 7.2 if its failure to perform results from the failure of the Member that is not the Manager or its Representatives or Affiliates to perform acts or to contribute amounts required under this Agreement.

Powers and Duties of Manager. During the Initial Contribution Period, the Manager shall have full discretion in the Operations of the Properties and shall not be obligated to explore, develop or mine on any particular schedule nor on any particular portion of the Properties. Subject to the general oversight and direction of the Management Committee as described in Section 7.1, the Manager is vested with full authority to carry out the day-to-day management of the Venture and to conduct all Operations during the Period of Joint Operations. The Manager agrees, by itself, or through its employees, agents or contractors, to carry out its duties in accordance with the terms and provisions intent of this Agreement, on behalf of and for the account of the Participants according to their Participating Interests. Without limiting the generality of the foregoing, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) : The Manager shall manage, direct and control Operations. During the Period of Joint Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) . The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, available in light of all relevant circumstances and taking into account all of the circumstancesterms which are typically obtained by the Manager or its Affiliates for like services or supplies; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent concurrently with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) . The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgment. (e) judgment of the Manager. The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; and (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the income. The Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) . The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Lawsapplicable federal, state and local laws, regulations and permits; (iii) notify promptly the Management Committee of any allegations of substantial violation thereofof applicable federal, state or local laws, regulations or permits, the violation of which would have a material adverse effect on Operations; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance or payment of fines and penalties. The Manager shall prosecute and defend litigation or administrative proceedings arising out of Operations. The Manager may initiate without the consent of the Management Committee litigation or administrative proceedings arising out of Operations having at stake less than $100,000 in cash or value; initiation of such actions having $100,000 or more in cash or value at stake shall require the consent of the Management Committee. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $250,000 in cash or value. The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit E. The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIV. However, without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Assets in any one transaction having a value in excess of $250,000; (ii) enter into any sales contracts or commitments for Product, except as permitted in Sections 6.4(f) and 11.2;

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted ProgramsPrograms (subject to each Participant’s compliance with Section 10.2), and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for OperationsOperations (to the extent the same are available to the Manager using commercially reasonable efforts), such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's ’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do perform all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for and maintain all necessary permits, licenses and approvalsapprovals for the conduct of Operations; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationand

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) 9.2.1 The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXSection 10. The parties acknowledge their intent that the Company will conduct its Operations in a prudent and reasonable manner with the goal of exploring for and identifying minerals on the Properties which support preparation of a pre-Feasibility Study and Feasibility Study, and that the Manager will act in a reasonably diligent manner in its conduct of Operations consistent with the Company’s purpose and goal. (b) 9.2.2 The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) 9.2.3 The Manager shall use reasonable efforts to: (i1) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii2) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii3) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Section 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) 9.2.4 The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) 9.2.5 The Manager shall: (i1) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii2) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's Member’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's Member’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii3) do all other acts reasonably necessary to maintain the Assets. (f) 9.2.6 The Manager shall: (i1) apply for all necessary permits, licenses and approvals; (ii2) comply with all Laws; (iii3) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv4) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 9.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. 9.2.7 The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Member shall approve in advance any settlement involving payments, commitments or obliga-tions in excess of Fifty Thousand Dollars ($50,000.00) in cash or value. 9.2.8 The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee. 9.2.9 The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 12.2. Without prior authorization from the Management Committee, however, the Manager shall not: (1) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of Fifty Thousand Dollars ($50,000.00); (2) enter into any sales contracts or commitments for Product, except as permitted in Section 5.10; (3) begin a liquidation of the Company; or (4) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Company. 9.2.10 The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. 9.2.11 The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees, required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 9.3. The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 9.3. 9.2.12 If authorized by the Management Committee, the Manager may: (1) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (2) locate any fractions resulting from such amendment or relocation, (3) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (4) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (5) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (6) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (7) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. 9.2.13 The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. 9.2.14 The Manager shall keep and maintain all required records, make elections, and prepare and file all federal and state tax returns or other required tax forms, and perform the other duties described in Exhibit C. 9.2.15 The Manager shall maintain Equity Accounts for each Member. Each Member=s Equity Account shall be credited with the value of such Member’s contributions under Sections 3.1.1 and 3.1.2 and shall be credited with any additional amounts contributed by such Member to the Company. Each Member’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Member (net of liabilities assumed by such Member and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Members, the Manager shall reasonably estimate the fair market value of all Products distributed to the Members, and such estimated value shall be used regardless of the actual amount received by each Member upon disposition of such Products. 9.2.16 Subject to Section 3.1.3, the Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (1) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (2) periodic summaries of data acquired; (3) copies of reports concerning Operations; (4) a detailed final report within thirty (30) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (5) such other reports as any member of the Management Committee may reasonably request. Subject to Section 13, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Member upon the request of such Member’s member of the Management Committee, access to, and the right to inspect and, at such Member’s cost and expense, copy the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Member, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Member does not unreasonably interfere with Operations. 9.2.17 The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. 9.2.18 The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and related accounts. 9.2.19 The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. 9.2.20 If Ownership Interests are adjusted in accordance with this Agreement the Manager shall modify the Schedule of Members to properly reflect such adjustment and shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. 9.2.21 The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 8.1.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.X. ----------- (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 ------------- OF EXHIBIT A and those existing at the time of, or created concurrent with, ------------ the acquisition of such Assets, or mechanic's or materialmenmaterial men's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a ParticipantMember's sales revenue or net income and taxes, including production taxes, attributable to a ParticipantMember's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under SECTION 9.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties and obligations which shall be discharged in accordance with adopted Programs and Budgets.: (a1) The Manager shall manage, direct and control Operations, Earn-in Activities and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXSection 9.3 of this Earn-in Agreement. (b2) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it Manager lacks sufficient funds to carry out its responsibilities under this Agreement. If Hecla Ventures is the Manager, lack of sufficient funds shall be deemed a default hereunder. (c3) The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for OperationsEarn-in Activities, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; and (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e4) The Manager shall: (i) make or arrange for all payments required by leases, subleases, surface use agreements, licenses, permits, contracts and other agreements related to the AssetsAssets and Properties; (ii) pay all taxes, assessments and like charges on Operations and Assets Earn-in Activities except taxes determined or measured by a Participant's sales revenue or net income income; and taxes, including production taxes, attributable (iii) do all other acts reasonably necessary to a Participant's share maintain unencumbered title to and good condition of Products, the Assets and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Properties. The Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets and Properties to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f5) The Manager shallshall in the name of Rodeo Creek: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Lawsapplicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of OperationsEarn-in Activities. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (6) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Earn-in Activities. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $100,000 in cash or value, unless part of an approved Program and Budget. (7) The Manager shall provide insurance for the Earn-in Activities as provided in Exhibit B1. (8) The Manager may dispose of Assets or Properties only with authorization from the Management Committee but may dispose of Properties only with the authorization of all of the Participants. (9) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors but shall nevertheless remain responsible for the proper carrying out of such responsibilities. (10) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work or pay fees or rental payments required by law in order to maintain any unpatented mining claims that are included in the Properties. The Manager shall have the right to perform any assessment work pursuant to a common plan of Exploration, Development, Construction, Operating or Reclamation and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that work performed by the Manager does not constitute required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that any work done is in accordance with the adopted Program and Budget. The Manager shall timely record with the appropriate county and file with the appropriate United States agency, affidavits in proper form attesting to the performance of assessment work or notices of intent to hold in proper form, and allocating therein, to or for the benefit of each claim, at least any minimum amount, if any, required by law to maintain such claim or site. (11) If authorized by the Management Committee, the Manager may: (i) locate mine facilities, mill site or tunnel site, (ii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. (12) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (13) At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect, audit and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Earn-in Activities; such information will be provided to the Management Committee at the cost set forth in the Accounting Procedure and if additional copies are required by a Participant, they will be paid for by that Participant. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Earn-in Activities at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Earn-in Activities. (14) The Manager shall prepare or have prepared and submit to the Management Committee a report containing a description and analysis of the methods and costs and all other relevant aspects of reclaiming the Properties pursuant to the requirements of applicable laws, rules and regulations governing the reclamation of Earn-in Activities on the Properties, the purpose of which shall be to establish a fund to finance costs and expense anticipated to be incurred in connection with the reclamation or reclamation bonding of the Properties. The Management Committee shall determine, based upon the reclamation report, the total cost, including capital budget, which the Management Committee reasonably estimates will be required to reclaim the Properties, including a schedule of the timing of the capital requirements for such purpose, and shall promptly establish a reclamation fund to meet such capital requirements and any bonding or financial assurance requirements. The reclamation fund for Earn-in Activities shall be funded entirely by contribution of Hecla Ventures. The amounts determined by the Management Committee for Purposes of funding the reclamation fund shall be included in the applicable Programs and Budgets for the related periods. Manager may withhold a portion of proceeds from sale of Products in an amount sufficient to meet expected reclamation and expenditures as approved by the Management Committee. (15) The Manager may conduct environmental audits or reviews on an annual or as needed basis, and the cost and expense of such audits or reviews shall be charged to Hecla Ventures. (16) Manager shall make withholdings from payments to Participants that are required by applicable law. (17) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the AssetsAssets (subject only to the exclusions contained in Section 3.7(b)); (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's ’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationin

Powers and Duties of Manager. Subject to the terms and provisions of this AgreementAgreement and to the direction of the Management Committee, on and after the Development Implementation Date the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The the Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Budgets; (b) The the Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.; (c) The the Manager shall use reasonable efforts to: : (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for: (A) those existing at the time of, or created concurrent with, the acquisition of such Assets, or , (B) mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent mattermanner, (C) or Permitted Encumbrances or (D) other Encumbrances specifically authorized by this Agreement or approved by the Management Committee.Committee or the Participants in accordance with the terms of this Agreement including, without limitation, Sections 8.2(t). 8.2(u) and 13.5 hereof; (d) The the Manager shall conduct such title examinations of the Properties and and, subject to Section 3.5, cure such title defects pertaining relating to the Properties as may be advisable in its the reasonable judgment.judgment of the Manager; (e) The the Manager shall: : (i) make or arrange for all payments required by concessions, leases, licenseslicences, permits, contracts and other agreements related to the Assets; and (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxesand, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (contest, in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and and (iii) do all other acts reasonably necessary to maintain the Assets.; (f) The the Manager shall: : (i) apply for all necessary permits, licenses licences and approvals; ; (ii) comply with all applicable Laws; ; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and of any such permits, licences, approvals or applicable Laws, and (iv) prepare and file all reports or notices required for Operations; and in the event of any violation of permits, licences or as a result approvals, the Manager shall timely use reasonable commercial efforts to cure or dispose of such violations or non-compliance through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Joint Account; (g) the Manager shall notify the other Participant promptly of any litigation, arbitration or administrative proceeding commenced against the Joint Venture or affecting Operations or the Assets. The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, any and all litigation or administrative proceedings arising out of Operations. The non- managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The Management Committee shall approve in advance any settlement involving payments, commitments or obligations in excess of one hundred thousand dollars ($100,000) in cash or value; (h) with respect to the Goods and Services Tax including, if applicable, harmonized sales tax (in either case, the “GST”) under Part IX of the Excise Tax Act S.C. 1990, c.45 (the “Act”), the Manager shall account for all GST in respect of any supplies made to or by the Joint Venture. The Participants shall be registrants under the Act and will each execute and provide to the Manager a joint venture election (the “Election”) pursuant to section 273 of the Act, confirming that the Manager shall account for all GST in respect of any supplies made to or by the Joint Venture and the Manager shall file the Election with Canada Revenue Agency along with the Manager's return as and when required under Part IX and section 273 of the Act. Accounting for GST shall include paying GST on all taxable purchases and claiming the corresponding input tax credits on behalf of the Joint Venture; the foregoing provisions of this Section 8.2(h) shall apply mutatis mutandis in respect of provincial or other governmental sales taxes (including Ontario provincial sales tax); (i) the Manager may dispose of Assets, whether by sale, assignment, abandonment or other transfer, in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 12 hereof. However, without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Assets in any one (1) transaction having a value in excess of $250,000 prior to the Development Implementation Date and $500,000 thereafter; (ii) enter into any sales contracts or commitments for Products, except as permitted in Section 8.2(t), 8.2(u), 10.1, 10.3 or 10.4(b) hereof; (iii) begin a liquidation of the Venture or its Assets; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Joint Venture; (j) the Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; (k) the Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with generally accepted accounting procedures consistently applied; (l) the Manager shall select and employ at competitive rates all supervision and labour necessary or appropriate to all Operations hereunder. All persons employed hereunder, the number thereof, their hours of labour and their compensation shall be determined by the Manager, and they shall be employees of the Manager; (m) the Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) monthly progress reports, which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within sixty (60) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures; and (v) such other reports as the Management Committee may reasonably request. At all reasonable times, the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect and copy, all information acquired in Operations, including but not limited to maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and the Existing Data. In addition, the Manager shall allow the non-managing Participant, at its sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations; (n) the Manager shall maintain insurance for the benefit of the Joint Venture and the Participants, in such amounts and of such nature as the Manager deems necessary or advisable to protect the Assets and Operations of the Joint Venture; (o) the Manager shall perform or cause to be performed all assessment and other work, and shall pay all Government Fees required by Law in order to maintain in good standing all mining leases, surface leases, claims and other tenures included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration on other properties. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in breach accordance with the Manager's standard of this provision if a violationcare under Section 8.

Powers and Duties of Manager. Subject to the terms and provisions of ------------------------------- this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Lawsapplicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $10,000 in cash or value. (h) The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit D. (i) The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIV. However, without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Assets in any one transaction having a value in excess of $10,000; (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain the unpatented claims included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work is in accordance with the adopted Program and Budget. The Manager shall timely record with the appropriate county and file with the appropriate United States agency, affidavits in proper form attesting to the performance of assessment work or notices of intent to hold in proper form, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by law to maintain such claim or site. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (n) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within 30 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as the Management Committee may reasonably, request. At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in operations. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. (o) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. The Manager shall not be in default of any duty under this Section 8.2 if its failure to perform results from the failure of the non-managing Participant to perform acts or to contribute amounts required of it by this Agreement.

Powers and Duties of Manager. 2.1 Subject to the terms and provisions of this Agreement, the Manager shall will have the following powers and duties, which shall will be discharged in accordance with adopted Programs approved Exploration Programmes and Budgets.Project Programmes and under the general guidance of the board of directors of the Company: (a) The the Manager shall will manage, direct and control Operations, and shall prepare and present to operations of the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Company; (b) The the Manager shall will implement the decisions of the Management Committee, shall board of directors of the Company and will make all expenditures on behalf of the Company necessary to carry out adopted Programsthe approved Exploration Programmes and Project Programmes, and shall will promptly advise the Management Committee board of the Company if it lacks sufficient funds to carry out its responsibilities under this Agreement.operations; (c) The the Manager shall use reasonable efforts to: will, (i) purchase or otherwise acquire acquire, for and on behalf of the Company, all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases its operations in accordance with an approved budget. Expenditure which is more than 10% above the budgeted expenditure and acquisitions to be made to which exceeds RM10,000 (Malaysian Ringgit Ten Thousand) requires the extent reasonably possible on the best terms available, taking into account all prior approval of two of the circumstancesboard of directors of Kalimantan Gold; and (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee.; (d) The the Manager shall will conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgment.judgment of the Manager; (e) The the Manager shall: (i) will make or arrange for all payments required by leaseson behalf of each Company including, licenseswithout limitation, permitsall licence fees and rentals, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and other like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that charges; (f) if authorized authorised by the Management Committeeboard of the Company, the Manager shall will have the right right, acting on behalf of the Company, to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal inequitable or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall will be required to pay them, but in no event shall ; (g) the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets.will: (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; approvals on behalf and in the name of the relevant Company, (ii) comply with applicable laws and regulations in all Laws; material respects, (iii) promptly notify promptly the Management Committee board of the Company of any allegations of substantial any material violation thereof; of applicable laws and regulations, and (iv) prepare and file file, on behalf of the Company, all reports or and notices required for or as a result of Operationsunder applicable laws and regulations. The Manager shall will not be in breach of this provision if a violationviolation has occurred and the Manager in a timely fashion takes such steps as might be available to remedy the violation or to prevent its recurrence or disposes of the same through payment of fines or penalties imposed in accordance with the law; (h) the Manager will prosecute and defend as it considers appropriate, but will not initiate without consent of the board of the Company, all litigation or administrative proceedings arising out of operations of the Company; (i) the Manager will obtain and maintain for and on behalf of the Company such insurance, with such limits and deductibles, as would normally be maintained by a reasonably prudent operator in the circumstances, either by way of a separate policy or the extension of coverage under a “blanket” policy maintained by the Manager or an Affiliate of the Manager; (j) the Manager may with the prior approval of two of the directors of Kalimantan Gold (including one Gladioli representative), on behalf of the Company, dispose of assets, whether by abandonment, surrender or sale in the ordinary course of business, except that the Tenements may not be sold, transferred or abandoned by the Manager except with the unanimous approval of the board of directors of Kalimantan Gold; (k) the Manager will have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; (1) the Manager will keep and maintain all required accounting and financial records for the Company as required pursuant to Schedule C;

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the The Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and BudgetsBudgets during the Option Period and Joint Venture Period, as applicable. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXVII during the Option Period and ARTICLE IX during the Joint Venture Period. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures Expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Permitted Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a JV Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a JV Participant's ’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (fe) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 15.2. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both JV Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (f) The Manager shall prosecute and defend on behalf of the Joint Venture, but shall not initiate without consent of the Management Committee, any litigation or administrative proceedings arising out of Operations. The non-managing JV Participant shall have the right to participate if it chooses to participate individually, at its own expense, in such litigation or administrative proceedings. The non-managing JV Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of one hundred thousand Dollars ($100,000) in cash or value.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted all applicable Programs and Budgets.; provided that the Manager shall not take any action requiring unanimous consent of the Management Committee unless such consent has been obtained: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXArticle XII. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement, including an explanation of the cause of such insufficiency. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Liens and other Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committeefor Permitted Liens. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) make all payments required under any debt borrowed by the Company, including any payments into reserve accounts required thereunder; (iii) pay all taxes, assessments and like charges on Operations and Assets except Assets; provided that neither the Manager nor the Company shall have any liability or obligation to pay or reimburse any Member for taxes determined or measured incurred by such Member as a Participant's sales revenue or net result of allocations of income and taxes, including production taxes, attributable gain from the Company to a Participant's share of Productssuch Member, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, provided that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iiiiv) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall pursue all Permits required for Development and Mining Operations and, if the Members mutually determine pursuant to Section 3.4 that the Mill Property be contributed to the Company, Milling Operations, which shall be issued in the name of the Company unless otherwise agreed by unanimous consent of the Management Committee, and the Manager shall advise all members of the Management Committee on a regular basis of the progress towards obtaining Permit Approval. (g) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iiiii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iviii) prepare and file all reports or notices required by any agreement or by any Governmental Authority for or as a result of Development or Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s compliance with its standard of care under Section . In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of all Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (h) The Manager shall prosecute and defend, but shall not initiate without the unanimous consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. (i) The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit or as may otherwise be determined from time to time by the Management Committee. (j) The Manager shall not acquire, sell, transfer, assign, relinquish or surrender any Assets without prior unanimous consent of the Management Committee. (k) The Manager shall have the right, without unanimous written consent of the Management Committee, to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; provided that (i) such responsibilities are not material (or, if material, are covered by a Budget unanimously approved by the Management Committee which clearly contemplates such delegation or subcontracting), (ii) such agent, Affiliate or contractor is qualified to perform the delegated or sub-contracted task, and (iii) no such delegation shall relieve Manager for responsibility for such delegated or sub-contracted task hereunder. (l) The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees, required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within and at the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 11.3. The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 11.3. (m) If authorized by unanimous consent of the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. (n) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. (o) Except as otherwise expressly provided to the contrary herein, the Manager shall keep and maintain all required records, make elections regarding tax matters, and prepare and file all federal and state tax returns or other required tax forms. STRATHMORE shall be the Company’s “tax matters partner” pursuant to section 6231(a)(7) of the Code (the “Tax Matters Partner”). The Tax Matters Partner is authorized to represent the Company before the Internal Revenue Service and any other governmental agency with jurisdiction; provided that (a) the Tax Matters Partner shall provide to SUMITOMO a timely summary of each oral and written communication from or to the Internal Revenue Service or any other taxing authority relating to any Company tax matter and shall promptly furnish to SUMITOMO a copy of any significant correspondence relating thereto, (b) the Tax Matters Partner shall promptly provide to SUMITOMO a detailed account of all stages of each administrative or judicial proceeding relating to Company tax matters and shall provide SUMITOMO with sufficient notice thereof to enable it to participate fully therein, and (c) the Tax Matters Partner shall not enter into any agreement with the Internal Revenue Service or any other taxing authority, or execute any consent, without the prior written approval of SUMITOMO. Nothing in this Section shall limit the ability of any Member to take any action in its individual capacity relating to Tax audit matters relating to the Company that is left to the determination of an individual Member under sections 6222 through 6232 of the Code or any similar state or local provision. (p) The Manager shall keep the Members advised of all Operations by submitting in writing to the representatives on the Management Committee monthly progress reports that include (i) statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) progress reports concerning Exploration, Development, Mining and Milling Operations (including, at least quarterly, a report on production for the trailing quarter and a projection of production during the current quarter), as applicable; (iii) a detailed final report within 60 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures; and (iv) such other information as any member of the Management Committee may reasonably request. The Manager shall promptly notify the members of the Management Committee in the case of any material disruption of Development or Mining Operations. Subject to Article XVII, at all reasonable times the Manager shall provide any representative of a Member upon the request of such Member’s representative on the Management Committee, access to, and the right to inspect and, at such Member’s cost and expense, any Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow any non-managing Member, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as such non-managing Member does not unreasonably interfere with Operations. (q) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. Such Environmental Compliance plan shall include recommendations regarding reserves to fund Environmental Compliance with respect to the Properties after cessation of mining operations. (r) The Manager shall undertake to perform Continuing Obligations when and as reasonably necessary or appropriate, whether before or after termination of this Agreement and dissolution of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Members reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records and accounts related thereto. (s) Upon establishment by the Management Committee of reserves for the Environmental Compliance Fund (which reserves shall be in an amount sufficient to comply, or obtain letters of credit or surety bonds that comply, with applicable Law and in such additional amounts as the Management Committee may unanimously agree), the Manager shall establish a separate account and make periodic deposits of the Company’s funds into such account as required by the Environmental Compliance plan. The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which shall be invested in Cash Equivalents or, if unanimously approved by the Management Committee, in other investments. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. In furtherance of such use of the Environmental Compliance Fund, such amounts may be pledged to secure letters of credit or other financial sureties required as conditions of any Permit. (t) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Article X. (u) The Manager shall not at any time take any action that is outside the scope of the Business of the Company as stated and limited in Sections 2.3 and 2.4.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall conduct, manage, direct and control Operations, including Exploration, Development and Mining Operations and Continuing Obligations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Article 8; (b) The Manager shall implement the decisions decisions, policies and plans of the Management Committee, shall make all expenditures Expenditures necessary to carry out adopted Programs, Programs and shall promptly advise the Management Committee if it lacks has not received sufficient funds to carry out its responsibilities under this Agreement.; (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all materialmaterials, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Joint Venture Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Joint Venture Assets, or worker's, mechanic's or materialmen's or construction liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances specifically approved by the Management Committee.; (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Joint Venture Assets; (ii) make royalty and/or reimbursement of contributions payments to the Parties and third parties required hereunder; (iii) pay all taxes, assessments and like charges on Operations and Joint Venture Assets except taxes determined or measured by a ParticipantParty's sales revenue or net income income; (iv) provide information to assist the Parties with their corporate tax filings; and taxes, including production taxes, attributable (v) do all other acts reasonably necessary to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if maintain the Joint Venture Assets. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Joint Venture Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets.; (fe) The Manager shall: (i) apply for and maintain all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) promptly notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's reasonable efforts to comply and the Manager has timely cured or disposed of such violation through performance or payment of fines and (f) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations; (g) Until otherwise directed to be changed by resolution of the Management Committee, the Parties shall each maintain in force their respective insurance policies in effect on the Effective Date until the expiry in accordance with their terms of Kinross' property, boiler and machinery, and civil liability and motor vehicle policies. The costs of such policies shall be to the account of the Joint Venture from and after the Effective Date. On the Effective Date each Party will provide to the other Party a certificate or certificates of insurance amended to note the other Party's interest in the Joint Venture Assets covered by such Party's insurance policy or policies. The Manager will arrange for the Joint Venture to obtain and maintain reasonable insurance coverage in respect of its business, operations and activities of a nature and to the extent customarily carried by persons carrying on a similar undertaking, including such coverage as affords reasonable protection to the Parties and the Joint Venture, from all costs, losses, charges, damages or expenses which may arise by reason of personal injury or death. Unless a Party acquires additional insurance coverage as described below in this subsection, the proceeds of a claim under an insurance policy after the Effective Date will accrue to the Joint Venture and not to the Party in whose name the insurance is held. Either of the Parties may require that the insurance coverage of the Joint Venture be increased, beyond that approved by the Management Committee, provided that such Party shall bear the cost of the increased coverage. In the event of a claim for loss, any proceeds relating directly to such increased coverage shall be payable to the Party bearing the cost of same; (h) The Manager may dispose of Joint Venture Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 12. Without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Joint Venture Assets not in the ordinary course of the business of the Joint Venture in any one transaction having a value in excess of $ [Deleted Text] million; (ii) enter into any sales contracts or commitments for Products; (iii) begin a liquidation of the Joint Venture Assets; or (iv) dispose of all or a substantial part of the Joint Venture Assets necessary to achieve the purposes set forth in this Agreement; (i) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; (j) The Manager shall perform or cause to be performed all assessment and other work required by law in order to maintain any unpatented mining claims that are or may become a part of the Properties or Additional Rights. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with an adopted Program and Budget and is performed in accordance with Section 8.3. The Manager shall timely record with the appropriate Governmental Authorities evidence in proper form attesting to the performance of assessment work or notices of intent to hold in proper form, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by Law to maintain such claim or site. The Manager will provide a Party and its representatives with access to records and information to permit a Party to have prepared for it a technical report or other assessment for its own purposes, but the cost of preparing any such report or assessment will be borne by the Party having it prepared and shall not be an Expenditure; (k) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any mineral rights; (ii) locate any fractions resulting from such amendment or relocation; (iii) apply for further mineral rights, permits to mine and/or mining leases or other forms of mineral tenure for any such mineral rights; (iv) abandon any mineral rights for the purpose of relocating such mineral rights or otherwise acquiring from a government agency rights to the ground covered thereby; (v) exchange with or convey to a Governmental Authority any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; (vi) convert any mineral rights into one or more leases or other forms of mineral tenure pursuant to any Law; and (vii) contract with and pay compensation to any person including any Governmental Authority for surface rights, rights of access, easements, rights of way or any other form of other tenement whether located at or near the Properties or elsewhere useful in connection with the activities of the Joint Venture; (l) The Manager shall keep and maintain, separate and apart from its other books and accounts and records, good and complete books of account and records pertaining to Operations and the management and operation of the Joint Venture Assets and its performance as Manager hereunder, including but not limited to: (i) copies of all geological, geophysical, geochemical, drilling, metallurgical and engineering records and reports; (ii) maps, drawings, surveys and other records, including title records, relating to or describing the Properties and all Operations thereon or in respect thereof; (iii) all licences, approvals, consents and permits given by Governmental Authorities and all reports and correspondence relating thereto; and (iv) detailed books of account and records as will properly reflect, on an accrual basis and otherwise in accordance with Canadian generally accepted accounting principles, the accounting procedures set out in Schedule "B" attached hereto and customary cost accounting practices in the mining industry, all transactions of the Manager in relation to the management of Operations and the Joint Venture Assets and the performance of its duties hereunder, including those duties for which it will seek reimbursement hereunder, in a central location known to each Party, and make such books and accounts and records available to the Parties or their duly authorized agents and representatives at all reasonable times for inspection, audit and/or reproduction. All such books and accounts and records shall be the property of the Joint Venture and, unless otherwise authorized by the Parties in writing, shall be maintained by the Manager and not destroyed and all such books and accounts and records and all reports of the Manager under this Agreement shall be subject to the audit pursuant to and in accordance with the accounting procedures set out in Schedule "B" attached hereto; (m) The Manager shall keep the Management Committee advised of all Operations by submitting to the representative of each Party in writing the following information as soon as it is available to the Manager: (i) progress reports delivered within five Business Days after the end of each month, which include summaries of Operations and statements of Expenditures and comparisons of such Expenditures to the adopted Budget; (ii) monthly summaries of data acquired delivered within five (5) Business Days after the end of each month; (iii) a copy of any reports concerning Operations; (iv) a detailed final report within 45 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted Expenditures and comparisons between the objectives and results of Programs; and (v) a copy of such other reports as the other Party may reasonably request. Items (i) through (iii) of this Section 7.2(m) shall be submitted by the Manager as it prepares them in the normal course of business. Copying of items (i) through (v) will be charged to the Joint Account. The Manager shall forthwith communicate to both Parties concurrently any information that is material to the Operations. All information so communicated by the Manager is subject to the provisions of Article 16 hereof. At all reasonable times the Manager shall provide the Management Committee or the representative of any Party, upon the request of any member of the Management Committee, access to, and the right to inspect and copy, all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations that has not been provided pursuant to items (i) through (v) of this Section 7.2(m); such information will be provided to the Management Committee as a charge to the Joint Account and if additional copies are required by a Party they will be paid for by that Party. In addition, the Manager shall allow upon written request (which request shall not be unreasonably denied) the Non-Manager, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the Joint Venture Assets and Operations at all reasonable times, so long as the inspecting Party does not unreasonably interfere with Operations; (n) The Manager (i) shall perform all reclamation, rehabilitation and other mine closure obligations in respect of all Properties or any part thereof in a timely manner in accordance with all applicable Laws, the policies and plans of the Management Committee, and all mine closure plans, and (ii) shall cause the Joint Venture to complete and file with all Governmental Authorities having jurisdiction all mine closure plans and related financial assurances relating to the Properties and any past, present or future Operations conducted thereon. All such financial assurances shall be posted by the Parties proportionately to each Party's Participating Interest; (o) The Manager shall undertake to perform Continuing Obligations when and as appropriate or required by any Laws or any contractual obligation. The Manager shall have the right to delegate performance of Continuing Obligations to Persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submission, the Manager shall prepare and distribute to the Parties a Program and Budget for performance of Continuing Obligations and shall keep the Parties reasonably informed about the Manager's efforts to discharge Continuing Obligations. Each Party shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto; (p) The Manager will appoint and remove the mine general manager of the Joint Venture. [Deleted Text] (q) The Manager shall prepare for presentation to and the approval of the Management Committee, and implement and enforce, appropriate occupational health and workplace safety, sustainability and environmental protection and compliance policies and plans and such other policies and plans as the Management Committee shall deem appropriate or prudent. All such policies and plans will meet a standard which is at least as stringent as the more stringent of Placer's and Kinross' current standards or practices for the applicable policy or plan. The Manager shall prepare the initial policies and plans within the first full year of Operations; and (r) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The 8.2.1 the Manager shall manage, direct direct, and control OperationsOperations to process a minimum amount of ore (unless not available) of 7,000 dry tonnes per month for UMS’ mines and 3,000 dry tonnes per month for NJMC’s mines, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided Budgets. If either Participant does not use the processing capacity allocated to it in ARTICLE IX.any month, the Manager will offer such unused capacity to the other Participant; (b) The 8.2.2 the Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.; (c) The 8.2.3 the Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances specifically approved by the Management Committee.; (d) The 8.2.4 the Manager shall conduct such title examinations of the Properties and cure such title defects pertaining relating to the Properties as may be advisable in its the reasonable judgment.judgment of the Manager; (e) The 8.2.5 the Manager shall: (i) make or arrange for all payments required by concessions, leases, licenses, permits, contracts contracts, and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (contest, in the courts or otherwise) , the validity or amount of any taxes, assessments assessments, or charges if the Manager deems them to be unlawful, unjust, unequal unequal, or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment readjustment, or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments assessments, or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets.; (f) The 8.2.6 the Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all the Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. In the event of any violation of permits, licenses, Laws or as a result approvals, the Manager shall timely cure or dispose of such violation through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Joint Account; 8.2.7 the Manager shall notify the other Participant promptly of any litigation, arbitration, or administrative proceeding commenced against the Venture. The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The Management Committee shall approve in advance any settlement involving payments, commitments or obligations in excess of one-hundred thousand dollars ($100,000) in cash or value; 8.2.8 the Manager may dispose of Assets, whether by sale, assignment, abandonment or other transfer, in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 12. However, without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Assets in any one transaction having a value in excess of one-hundred thousand dollars ($100,000), (ii) enter into any sales contracts or commitments for Products, except as permitted in Section 10.2; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture; 8.2.9 the Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; 8.2.10 the Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with generally accepted U.S. GAAP accounting procedures; 8.2.11 the Manager shall select and employ at competitive rates all supervision and labor necessary or appropriate to all Operations hereunder. All persons employed hereunder, the number thereof, their hours of labor and their compensation shall be determined by the Manager, and they shall be employees of the Manager; 8.2.12 the Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress summaries with applicable data and an annual report by each January 31, and quarterly progress reports, which include statements of expenditures and comparisons of such expenditures to the adopted Budget (with all quarterly summaries or reports due within 30 days following the end of each calendar quarter); (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within sixty (60) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures; and (v) such other reports as the Management Committee may reasonably request. At all reasonable times, the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect and copy, all information acquired in Operations, including but not limited to, maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records. In addition, the Manager shall allow the non-managing Participant, at its sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations; 8.2.13 the Manager shall arrange insurance for the benefit of the Participants, in such amounts and of such nature as the Manager deems necessary to protect the Assets and Operations of the Venture; 8.2.14 the Manager shall perform or cause to be performed all assessment and other work, and shall pay all Government Fees required by Law in breach order to maintain in good standing all licenses, permits, claims, concessions, fee lands, mining leases, surface leases mining leases, surface leases, Claims and other tenures included within the Properties The Manager shall timely record and file with the appropriate governmental office any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Government Fees and the performance of assessment work, in each case in sufficient detail to reflect compliance with the applicable requirements; 8.2.15 if authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. 8.2.16 the Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations; 8.2.17 the Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Venture. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Participant reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto; 8.2.18 if Participating Interests are adjusted in accordance with this provision if Agreement the Manager shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations in a violationmanner consistent with Section 6.5; 8.2.19 the Manager shall undertake all other activities reasonably necessary to fulfill the foregoing.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted approved Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, including without limitation to market and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXsell all Products. (b) The Manager shall implement the decisions of the Management Committee, shall make from Company funds all expenditures necessary to carry out adopted ProgramsPrograms approved by the Management Committee, and shall promptly advise the Management Committee if it the Company lacks sufficient funds for the Manager to carry out its responsibilities under this AgreementPrograms approved by the Management Committee. (c) The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all EncumbrancesLiens, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's liens (’s Liens which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances Liens specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's Member’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Lawsapplicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereofof any thereof of which the Manager has notice; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager’s good faith efforts to comply, and the Manager has timely cured or disposed of such violation (to the extent reasonably possible) through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations subject to approval of the Management Committee under Section 7.2(c)(xxi). The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Member shall approve in advance any settlement involving payments, commitments or obligations in excess of Two Hundred Fifty Thousand Dollars ($250,000) in cash or value. (h) The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit D or as may otherwise be determined from time to time by the Management Committee. (i) The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIV and subject to approval of the Management Committee under Section 7.2(c)(xii). (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by Law in order to maintain the mining claims included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the Program approved by the Management Committee. The Manager shall timely record with the appropriate county and file with the appropriate United States agency, affidavits in proper form attesting to the performance of assessment work or notices of intent to hold in proper form, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by Law to maintain such claim or site. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Federal Law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (n) The Manager shall maintain Capital Accounts of the Members in accordance with Exhibit C. (o) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. (p) The Manager shall manage the performance of Continuing Obligations when and as economic and appropriate, whether before or after dissolution of the Company, subject to availability of funds in the Environmental Compliance Fund, and shall be reasonably compensated for such activities even after dissolution of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (q) The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. (r) The Manager shall establish a technical committee with experience and expertise to advise the Manager in matters of Exploration, Development and conduct of other Operations as required from time to time. (s) All communications between the Company and its contractors shall be handled by the Manager and not by any Member (unless that Member is the Manager). (t) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, subject where relevant to availability of funds in the Environmental Compliance Fund, and where relevant shall be reasonably compensated for such activities even after dissolution of the Company. (u) The Manager shall not be in default of any duty under this Section 8.2 if its failure to perform results from the failure of the non-managing Member to perform acts or to contribute amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out carryout its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: shall: (i) purchase Purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) obtain Obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and ; (iii) keep Keep the Assets free and clear of all liens and Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: : (i) make Make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; ; (ii) pay Pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's Participants sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and and (iii) Shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: : (i) apply Apply for all necessary permits, licenses and approvals; ; (ii) comply Comply with all Laws; applicable federal, state, provincial and local laws and regulations; (iii) notify Notify promptly the Management Committee of any allegations of substantial violation thereof; and and (iv) prepare Prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager’s good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $50,000 in cash or value. (h) The Manager shall provide (where applicable and available) insurance for the benefit of the Participants as provided in Exhibit E. (i) The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 15. However, without prior authorization from the Management Committee, The Manager shall not: (i) Dispose of Assets in any one transaction having a value in excess of $50,000; (ii) Enter into any sales contracts or commitments for Product, except as permitted in Section 12.2; (iii) Begin a liquidation of the Joint Venture; or (iv) Dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Joint Venture. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment, exploration and other work required by law in order to maintain the mining claims and concessions, permits and water rights included within the Properties. The Manager shall have the right to perform the work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by manager does not constitute the required annual or other work or occupancy for the purposes of preserving or maintaining ownership of the claims, concessions and rights, provided that the work done is in accordance with an adopted Program and Budget. The Manager shall timely record with the appropriate agency and file with the appropriate office all required forms attesting to the performance of required work or any other necessary filings to maintain the concessions and rights, and allocating therein, to or for the benefit of each claim, at least the minimum amount required by law to maintain such claim or site. (l) The Manager may: (i) Locate, acquire, amend, renew or relocate any mining claim or concession, water right, or operating permit; and (ii) Exchange with or convey to any government authority any of the Properties for the purpose of acquiring rights to the land covered thereby or other adjacent land. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (n) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) Quarterly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) Periodic summaries of data acquired; (iii) Copies of reports concerning Operations; (iv) A detailed final report within 60 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) Such other reports as the Management Committee may reasonably request. (o) At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired during Operations. Further, the Manager shall allow the non-managing Participant, at the latter’s sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. (p) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. The Manager shall not be in default of any duty under this Section 9.2 if its failure to perform results from the failure of the non-managing Participant to perform acts or to contribute amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, and the supervision of the Management Committee, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and Budgets, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's ’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the AssetsAssets in a condition suitable to conduct Operations in accordance with this Agreement. (f) The Manager shall: (i) apply for all necessary permits, claims licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision for a violation if it has complied with its standard of care under Section 8.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (g) The Manager shall prosecute and defend, but shall -not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The Manager shall not approve in advance any settlement involving payments, commitments or obligations in excess of Fifty Thousand Dollars ($50,000) in cash or value without the prior written consent of the non-managing Participant. (h) The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee. (i) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIV. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a violationvalue in excess of One Hundred Thousand Dollars ($100,000); (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.1; (iii) begin a liquidation of the Business; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Business. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors but may not assign or subcontract out all or substantially all of its responsibilities without consent pursuant to Subsection 7.2(b). (k) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Participants. (1) The Manager shall maintain Equity Accounts for each Participant. Each Participant’s Equity Account shall be credited with the value of such Participant’s contributions under Subsections 5.1 (a) and 5.1(b) and shall be credited with amounts contributed by such Participant under Section 5.2. Each Participant’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Participant (net of liabilities assumed by such Participant and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Participants, the Manager shall reasonably estimate the fair market value of all Products distributed to the Participants, and such estimated value shall be used regardless of the actual amount received by each Participant upon disposition of such Products. (m) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within thirty (30) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XVIII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Participant upon the request of such Participant’s member of the Management Committee, access to, and the right to inspect and, at such Participant’s cost and expense, copies of the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager, subject to Article XVIII. In addition, the Manager shall allow the non-managing Participant, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Participant does not unreasonably interfere with Operations. (n) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. (o) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Business. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Participant reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (p) The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. (q) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 7.1.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) 1. The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) 2. The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) 3. The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) 4. The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) 5. The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's ’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) 6. The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 8.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (i) The Manager shall notify the other Participant promptly of any litigation, arbitration or administrative proceeding commenced against the Business or with regard to the Assets or Operations. (ii) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $500,000.00 in cash or value. 8. The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee. 9. The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIII. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of $500,000.00; (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2. Without the prior authorization from both Participants, the Manager shall not (i) begin a liquidation of the Business; or (ii) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Business. 10. The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. 11. The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 8.3. The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 8.3. 12. If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. 13. The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Participants. 14. The Manager shall maintain Equity Accounts for each Participant. Each Participant’s Equity Account shall be credited with the value of such Participant’s contributions under Subsections 5.4(c), and shall be credited with amounts credited by each Participant under Section 5.3, or on behalf of MGC pursuant to Subsection 5.2(c). Each Participant’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Participant (net of liabilities assumed by such Participant and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Participants, the value of all Products distributed to the Participants shall be calculated based on the Spot Price for such Products on the date such Products are shipped to a smelter or refiner, and such value shall be used regardless of the actual amount received by each Participant upon disposition of such Products. 15. Subject to Subsection 5.1(a), the Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within 60 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XVII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Participant upon the request of such Participant’s member of the Management Committee, access to, and the right to inspect and, at such Participant’s cost and expense, copies of the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager, subject to Article XVII. In addition, the Manager shall allow the non-managing Participant, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Participant does not unreasonably interfere with Operations. 16. The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. 17. The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Business. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Participant reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. 18. The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. 19. If Participating Interests are adjusted in accordance with this Agreement the Manager shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations in a manner consistent with Article VI. 20. The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 7.1.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.; provided, that the Manager shall not take any action requiring unanimous consent of the Management Committee unless such consent has been obtained: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXXII. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement, including an explanation of the cause of such insufficiency. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Development and other Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees guaranties as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Liens and Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committeefor Permitted Liens. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) make all payments required under the Project Financing or any other debt borrowed by the Company, including any payments into reserve accounts required thereunder; (iii) pay all taxes, assessments and like charges on Operations and Assets except Assets; provided that neither the Manager nor the Company shall have any liability or obligation to pay or reimburse any Member for taxes determined or measured incurred by such Member as a Participant's sales revenue or net result of allocations of income and taxes, including production taxes, attributable gain from the Company to a Participant's share of Productssuch Member, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iiiiv) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required by any agreement or by any Governmental Authority for or as a result of Development or Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 11.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Members through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (g) The Manager shall prosecute and defend all litigation or administrative proceedings arising out of Operations. (h) The Manager shall obtain insurance for the benefit of the Company as provided in Exhibit D or as may otherwise be determined from time to time by the Management Committee. (i) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business. Without prior unanimous consent of the members of the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a book value in excess of One Hundred Thousand Dollars ($ 100,000) or (ii) dispose of any Assets necessary to achieve the purposes of the Company. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; provided such agent, Affiliate or contractor is qualified to perform the delegated task and provided, further, that no such delegation shall relieve Manager for responsibility for such delegated task hereunder. (k) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. (l) Except as otherwise expressly provided to the contrary herein, the Manager shall keep and maintain all required records, make elections regarding tax matters, and prepare and file all federal and state tax returns or other required tax forms. HRI shall be the Company’s “tax matters partner” pursuant to section 6231(a)(7) of the Code (the “Tax Matters Partner”). The Tax Matters Partner is authorized to represent the Company before the Internal Revenue Service and any other governmental agency with jurisdiction; provided, however, that (a) the Tax Matters Partner shall provide to ITOCHU a timely summary of each oral and written communication from or to the Internal Revenue Service or any other taxing authority relating to any material Company tax matter and shall promptly furnish to ITOCHU a copy of any significant correspondence relating thereto, (b) the Tax Matters Partner shall promptly provide to ITOCHU reasonably detailed accounts of all stages of each administrative or judicial proceeding relating to Company tax matters and shall provide ITOCHU with sufficient notice thereof to enable it to participate fully therein, and (c) the Tax Matters Partner shall not (i) sign any consent, (ii) enter into any settlement agreement or (iii) compromise any dispute with the Internal Revenue Service or any other taxing authority without the approval of ITOCHU. Nothing in this Section 11.2(l) shall limit the ability of any Member to take any action in his individual capacity relating to Tax audit matters relating to the Company that is left to the determination of an individual Member under sections 6222 through 6232 of the Code or any similar state or local provision. Except for failure to comply with clause (c) of the preceding sentence, HRI shall incur no liability to any other party provided HRI uses commercially reasonable efforts to carry out its responsibilities as Tax Matters Partner. (m) The Manager shall keep the Members advised of all Operations by submitting in writing to the representatives on the Management Committee monthly progress reports that include (i) statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) progress reports concerning Permitting, Development or Mining Operations (including, at least quarterly, a report on production for the trailing quarter and a projection of production during the current quarter), as applicable; (iii) a detailed final report within forty five (45) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures; and (iv) such other information as any member of the Management Committee may reasonably request. The Manager shall promptly notify the members of the Management Committee in the case of any material disruption of Development or Mining Operations. Subject to ARTICLE XV, at all reasonable times the Manager shall provide any representative of a Member upon the request of such Member’s representative on the Management Committee, access to, and the right to inspect and, at such Member’s cost and expense, copy the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Member, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Member does not unreasonably interfere with Operations. (n) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. Such Environmental Compliance Plan shall include recommendations regarding reserves to fund rehabilitation and reclamation of the Properties after cessation of mining operations. (o) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of this Agreement and dissolution of the Company. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Member reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (p) Upon establishment by the Management Committee of reserves for the Environmental Compliance Fund (which reserves shall be in an amount sufficient to comply, or obtain letters of credit or surety bonds that comply, with applicable Law and in such additional amounts as the Management Committee may unanimously agree), the Manager shall establish a separate account and make periodic deposits of the Company’s funds into such account as required by the Environmental Compliance plan. The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which shall be invested in Cash Equivalents or, if unanimously approved by the Management Committee, in other investments. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. In furtherance of such use of the Environmental Compliance Fund, such amounts may be pledged to secure letters of credit or other financial sureties required as conditions of any Permit. (q) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee. (r) The Manager shall not at any time take any action that is outside the scope of the business and purposes of the Company as stated and limited in Sections 2.3 and 2.4.

Powers and Duties of Manager. Subject to the general oversight and direction of the Management Committee, the Manager is vested with the full authority to manage and carry out the day to day management of the Venture and to conduct all Operations pursuant to the terms and provisions of this Agreement. Without limiting the generality of the foregoing but subject to section 9.5, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) : The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) . The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, approved Programs and Budgets and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) . The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) Committee The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgment. (e) judgment of the Manager. The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) . The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) use reasonable best efforts to comply with all Lawsapplicable federal, provincial, municipal and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for Operations. The Manager shall prosecute and defend, but shall not initiate without the consent of the Management Committee, all litigation or as a result administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $1,000,000 in cash or value. The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 16. However, without prior authorization from the Management Committee, the Manager shall not; (i) dispose of Assets in any one transaction having a value in excess of $500,000; or (ii) enter into any sales contracts or commitments for Products, except as permitted in section 13.2 The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law and pay all rental fees or other charges required by law in order to maintain the unpatented mining claims included within the Properties. The Manager shall have the right to perform the assessment work or pay the fees required in lieu thereof. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in breach accordance with the adopted Program and Budget. The Manager shall timely record with the appropriate county and file with the appropriate authorities affidavits in proper form attesting to the performance of assessment work or notices of intent to hold in proper form or notice of payment of annual rental fees and allocating therein, to or for the benefit of each claim, at least the minimum amount of assessment work or rental fee required by law to maintain such claim or site. The Manager may; (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site; (ii) locate any fractions resulting from such amendment or relocation; (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites; (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquire from the Crown rights to the ground covered thereby; (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquire from the Crown rights to the ground covered thereby; (vi) exchange with or convey to the Crown or other parties any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal or provincial law hereafter enacted. The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) monthly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget within 15 days of the end of each month and a full report annually with respect to activities on the Properties within 60 days of the end of each year; (ii) periodic summaries of data required; (iii) copies of reports concerning Operations; (iv) a detailed final report within 90 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; (v) any activities undertaken pursuant to section 10.2(1); and (vi) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other information acquired in Operations. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing enumerated powers and shall undertake and is hereby empowered on behalf of the Venture to take all such other actions and do all such other things as are reasonably necessary to advance and ▇▇▇▇▇▇ the business of the Venture. The Manager shall cause to be paid from the Joint Account all workmen and wage earners employed by it or its contractors in connection with the Venture and for all materials and services purchased in connection therewith, except for claims for, without limitation, wages or materials which the Manager is contesting in good faith. Operations generally will be carried out by employees of the Manager appointed pursuant to Article 10. Expenses related to employees of the Manger directly engaged in Operations shall be charged to the Joint Account as provided in Exhibit B. The Manager shall not be in default of any duty under this provision section 10.2 if a violationits failure to perform results from the failure of the non-managing Participant to perform acts or to contribute amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager Manager, on behalf of the Joint Venture, shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs budgets and Budgets.programs: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXmining activities. (b) The Manager Managers shall implement the decisions of the Management Committee, Participants and shall make all expenditures necessary to carry out adopted Programs, budgets and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreementprograms. (c) The Manager shall use reasonable efforts toshall: (i) purchase purchase, rent or otherwise acquire the use of all material, supplies, equipment, water, utility and transportation services required for Operationsmining activities, such purchases and acquisitions to be made to the extent reasonably possible on the best terms reasonably available, taking into account all of the circumstances; and (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets Mining Assets, dredges and bailer free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those (a) ▇▇▇▇▇ existing at the time of, or created concurrent with, the acquisition of such Assetsassets, or (b) mechanic's 's, supplier's, tax or materialmen's liens (which the Manager shall cause to be contested, released or discharged in a diligent mattermanner, or (c) or Encumbrances liens and encumbrances specifically approved by the Management CommitteeParticipants. (d) The Manager shall conduct or produce such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to judgment of the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of ProductsManager, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assetsassets and properties of the Joint Venture. (e) The Manager shall prosecute and defend all litigation or administrative proceedings arising out of mining activities and shall promptly advise Participants of the institution or threat of any action by a third party. Any Participant may elect to participate and be represented by its own counsel at its own cost in any such litigation. (f) The Manager shallshall arrange, at reasonable costs and coverages, for insurance, if available, for the benefit of the Participants and shall apprise the Participants of the extent of such coverage. (g) The Manager may sell Gold Deposits in the ordinary course of business, except that other properties of the joint venture or any Participant may be transferred, released, abandoned or surrendered only upon unanimous consent of the Participants or Participant as the case may be. Notwithstanding the foregoing, without prior authorization from the Parties, the Manager shall not: (i) apply for all necessary permits, licenses and approvalsdispose of property or assets of the joint venture in any one transaction having a value in excess of $10,000; (ii) comply with all Lawsbegin a liquidation of the Joint Venture; (iii) notify promptly dispose of all or a substantial part of the Management Committee Assets necessary to achieve the purposes of any allegations of substantial violation thereofthe Joint Venture; and or (iv) prepare and file all reports transfer any confidential information to third parties except as required by law or notices required for or as a result of Operations. pursuant to relevant license agreements. (h) The Manager shall have the right to carry out its responsibilities hereunder through agents, employees, affiliates or independent contractors. (i) The Manager shall keep and maintain all required accounting and financial records in accordance with generally accepted accounting practices in the mining industry, and provide to the Participants such accounting information as may be reasonably needed by such Participants to evaluate the enterprise and in connection with their disclosure requirements. (j) The Manager shall keep the Participants advised of all mining activities by submitting in writing to the Participants: (i) Regular progress reports which shall include statements of income and expenditures (ii) periodic summaries of data acquired or produced through mining activities; (iii) a report within twenty (20) days after completion of each month, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of operations; and (iv) (iv) such other reports and comparisons of such expenditures to an adopted budget as the Participants may reasonable request. At all reasonable times the Manager shall provide the Participants or the representative of any Participant access to and the right to inspect and copy all administrative, geologic, operations, technical, accounting and financial records, and other information acquired in Mining Activities which the Participant shall keep confidential to the extent practicable. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the assets, properties and mining activities at all reasonable times, so long as the inspecting Participant does not be in breach unreasonable interfere with mining activities. (k) The Manager shall undertake all other activities reasonable necessary to fulfill the purposes of this provision if a violationthe Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's ’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager shall not permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 8.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of One Hundred Thousand Dollars ($100,000.00) in cash or value. (h) The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit F or as may otherwise be determined from time to time by the Management Committee. (i) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIV. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of One Hundred Thousand Dollars ($100,000.00); (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2; (iii) begin a liquidation of the Business; or (iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Business. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 8.3. The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 8.3. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Participants. (n) The Manager shall maintain Equity Accounts for each Participant. Each Participant’s Equity Account shall be credited with the value of such Participant’s contributions under Subsections 5.1(a) and 5.1(b) and shall be credited with amounts contributed by such Participant under Sections 5.3 and 5.5. Each Participant’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Participant (net of liabilities assumed by such Participant and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Participants, the Manager shall reasonably estimate the fair market value of all Products distributed to the Participants, and such estimated value shall be used regardless of the actual amount received by each Participant upon disposition of such Products. (o) Subject to Subsection 5.1(c), the Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within sixty (60) days after completion of each year or a Program and Budget if for a period of less than one year, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XVIII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Participant upon the request of such Participant’s member of the Management Committee, access to, and the right to inspect and, at such Participant’s cost and expense, copies of the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager, subject to Article XVIII. In addition, the Manager shall allow the non-managing Participant, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Participant does not unreasonably interfere with Operations. (p) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. (q) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Business. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Participant reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto. (r) The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. (s) If Participating Interests are adjusted in accordance with this Agreement the Manager shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. (t) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 7.1.

Powers and Duties of Manager. Subject to and in accordance with the terms and provisions of this AgreementAgreement and the direction and control of Kwagga (and its board of directors), the Manager shall manage, supervise and conduct all administrative, financial, technical and consultative services and other activity for and on behalf of Kwagga in respect of all Operations and, without limiting the generality of the foregoing, the Manager shall have the following powers and rights, duties, which shall be discharged in accordance with adopted Programs obligations and Budgets.responsibilities: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed all Operations in accordance with Work Programs and Budgets as provided in ARTICLE IXprepared by it and approved by Kwagga. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee Kwagga if it lacks sufficient funds to carry out its responsibilities under this AgreementAgreement and of details of all material events relating to the Operations and/or the Project Area (including material results). (c) The Manager shall use reasonable efforts to: shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances specifically approved by the Management CommitteeKwagga or permitted hereby. (d) The Manager shall conduct take such action and incur such expenditures as are required to examine, cure, and maintain the title examinations and interests of the Properties Kwagga in and cure such title defects pertaining to the Properties as may be advisable Assets (including keeping the Licence in its reasonable judgmentgood standing), whether or not such expenditures are the subject of an approved Work Program and Budget. (e) The Manager shall: : (i) make or arrange for all payments required by leases, licenseslicences, permits, contracts and other agreements related to the Assets; ; (ii) pay all taxes, assessments and like charges on Operations and Assets when due, except taxes determined or measured by a ParticipantKwagga's (sales revenue or or) net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the income. The Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: : (i) apply for and obtain for Kwagga all necessary permits, licenses rights, authorisations, licences and approvals; approvals necessary or appropriate for the Operations (including temporary and permanent Mining rights); (ii) comply (and require the compliance by all other persons providing services to it in respect of the Operations to comply) with all Laws; applicable laws and regulations (including the Minerals Act and the MPRD Act, as applicable); (iii) notify promptly the Management Committee Kwagga of any allegations of substantial violation thereof; and ; (iv) prepare and file all reports or notices required for to be filed by or on behalf of Kwagga in respect of the Operations; and (v) as a result soon as reasonably possible after the Production Decision shall have been made, prepare and procure the approval of an EMPR respecting the Mining Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without approval of Kwagga, all litigation or administrative proceedings arising out of Operations. (h) The Manager shall obtain and maintain appropriate insurance for the benefit of Kwagga and itself with respect to Operations being managed by it. (i) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates, consultants, sub-contractors or independent contractors. If the Manager engages an Affiliate to provide services hereunder, it shall do so on terms no less favourable than would be the case with unrelated persons in arm's-length transactions. (j) The Manager shall perform or cause to be performed during the term of this Agreement all work and make all payments required by all laws and regulations in order to maintain the Project Area and the Licence in good standing. (k) The Manager shall keep and maintain full, complete and accurate accounting and financial records in accordance with Annex B and in accordance with customary cost accounting practices in the mining industry. (l) The Manager shall keep Kwagga advised of all Operations by submitting in writing to Kwagga: (i) quarterly progress reports which include statements of expenditures and an update on Operations and the results thereof; (ii) a detailed final Program Report within ninety (90) days after completion of each Work Program and Budget, which shall include comparisons between actual and budgeted expenditures and the results of the Work Program; (iii) the First Funding Report not later than the earlier of: (1) the end of the calendar month occurring at least 120 days before the Existing Funding (as defined in the Kwagga Shareholders Agreement) is anticipated to be fully expended; or (2) the Repayment Date (as defined in the Kwagga Shareholders Agreement); and (iv) such other reports as Kwagga and/or Kwagga Gold (Barbados) Limited may reasonably request. At the request of Kwagga Gold (Barbados) Limited, the Manager shall deliver all or any of the foregoing reports to Wits Basin Precious Minerals Inc. (m) At all reasonable times the Manager shall provide representatives of Kwagga access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, technical, accounting and financial records, and other information acquired in Operations. (n) The Manager shall allow any representative of Kwagga, at such representative's sole risk and expense, and subject to reasonable safety and security regulations, to inspect the Assets and Operations at all reasonable times, so long as the representative does not unreasonably interfere with Operations. (o) The Manager shall notify Kwagga of any material information affecting its interest in the Project Area promptly upon the Manager having learned of such information. (p) The Manager shall perform all Required Operations. (q) The Manager shall arrange the financing for the funding of the Mine Construction Program and shall, in its sole discretion, determine in agreement with financial institutions, the ratio of debt to equity of the project financing for the completion of the Mine Construction Program. (r) The Manager shall procure from third parties professional or technical services as may be required for the Operations. (s) The Manager shall provide all administrative, financial, technical and consultative services required to conduct Operations. (t) The Manager shall open and maintain local and, where permitted by law, off-shore bank accounts, in local or, where permitted by law, United States dollar currencies in the name of Kwagga as approved by Kwagga, invest surplus funds, arrange for overdraft facilities as are necessary to fund temporary short falls in cash resources, arrange short-term, medium-term and long-term financing arrangements and distribute Distributable Cash Flow to Kwagga. (u) The Manager shall market, sell and arrange for the refining of the Products. and (v) The Manager may undertake all other activities reasonably necessary to fulfil the foregoing.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, and subject to the Company having adequate funding in place to perform all Operations agreed to in adopted Programs and Budgets, the Manager shall have the following powers and duties, which which, from and after the Effective Date, shall be discharged in accordance with adopted Programs and Budgets. From and after the Stand-Alone Date, the following powers and duties shall be vested in and the responsibility of the Management Committee, to be carried out by the Mine General Manager on behalf of the Management Committee, except where such powers are specifically identified in the remainder of this Section 5.2 as being vested in or the responsibility of the Majority Member or the Company (as directed by the Management Committee). (a) 5.2.1 The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXArticle VI. (b) 5.2.2 The Manager shall implement the decisions of the Management Committee, shall cause the Company to make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) 5.2.3 The Manager shall use reasonable efforts to: (ia) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for OperationsOperations (to the extent the same are available using commercially reasonable efforts), such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (iib) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iiic) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A Exhibit G and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) 5.2.4 The Manager or, following the Stand-Alone Date, the Company, shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) 5.2.5 The Manager shall: (ia) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (iib) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's Member’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's Member’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iiic) do all other acts reasonably necessary to maintain the Assets. (f) 5.2.6 The Manager shall: (ia) apply for all necessary permits, licenses and approvals; (iib) comply with all Laws; (iiic) promptly notify promptly the Management Committee of any allegations of substantial violation thereof; and (ivd) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 5.3. In the event of any such violation, the Company shall timely cure or dispose of such violation through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. With respect to the posting of any bonds or other surety required to obtain any permits, licenses or approvals, neither Member shall have any obligation to provide corporate guarantees or make its balance sheet or other property owned by it available to ensure that such bonds or other surety are in place. 5.2.7 The Company shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. Each Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The Management Committee shall approve in advance the commencement of any litigation or any settlement involving payments, commitments or obligations in excess of Fifty Thousand Dollars ($50,000.00) in cash or value. 5.2.8 The Manager shall obtain insurance in the name and for the benefit of the Company as provided in Article XI or as may otherwise be determined from time to time by the Management Committee. 5.2.9 The Company may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only with the approval of the Management Committee. Without prior authorization from the Management Committee, however, the Company shall not dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of Fifty Thousand Dollars ($50,000.00). The Company shall not dispose of any data, records or reports or any core, pulps or samples without the prior consent of each Member, and the Company shall assure the safe preservation of all of the foregoing. The Manager or the Majority Member shall take reasonable actions to preserve and maintain the condition of the historic building and the mobile home, the use of which WEG has licensed to the Company in accordance with the WEG Contribution Agreement, provided that under no circumstances shall GPM or the Company be obligated to incur any expenditures in connection with any such actions required by a third party or governmental agency. 5.2.10 While GPM is acting as the Manager, it shall have the right to carry out its responsibilities hereunder through agents, Affiliates, consultants, or independent contractors. 5.2.11 The Manager shall cause the Company to perform all assessment and other work, and shall pay all Governmental Fees, required by Law in order to maintain the unpatented mining claims included within the Properties (the “Claims”). The Manager shall have the right to cause the Company to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the Claims, provided that the work done is performed in accordance with the Manager’s standard of care under Section 5.3. The Manager shall cause the Company to timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the Claims, in each case in sufficient detail to reflect compliance with the requirements applicable to each Claim. The Manager shall not be liable for the loss of any of the claims on account of (a) any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 5.3, or (b) any other governmental determination or third party action challenging the validity of the claims, so long as the Manager has conducted Operations in accordance with the Manager’s standard of care under Section 5.3. GPM shall not be liable for the loss of any of the Claims on account of (a) the claim conflicts referred to in the WEG Contribution Agreement, or (b) circumstances constituting a breach of any of WEG’s title representations and warranties set forth in the WEG Contribution Agreement. 5.2.12 If authorized by the Management Committee, the Company may: (a) locate, amend or relocate any unpatented mining claim comprising a portion of the Properties; (b) locate any fractions resulting from such amendment or relocation; (c) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites; (d) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby; (e) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby; (f) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground; and (g) convert any of the unpatented claims into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. 5.2.13 The Manager shall cause the Company to keep and maintain all required accounting and financial records pursuant to the procedures described in Article IX and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Members. 5.2.14 The Manager or the Majority Member shall cause the Company to keep and maintain all required records, make elections, and prepare and file all federal and state tax returns or other required tax forms, and perform the other duties described in Article X and Exhibit E. 5.2.15 The Manager shall cause the Company to maintain Equity Accounts and Capital Accounts for each Member as described in Article X and in Exhibit E, respectively. 5.2.16 From and after the Effective Date, the Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (a) monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (b) periodic summaries of data acquired; (c) copies of reports concerning Operations; (d) a detailed final report within thirty (30) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (e) such other reports as any member of the Management Committee may reasonably request. So long as a Member complies with the provisions of Article XII, at all reasonable times the Company shall provide to the Directors appointed by that Member to the Management Committee, or any other representative of a Member upon the request of any of the Directors appointed by that Member to the Management Committee, access to, and the right to inspect and, at such Member’s cost and expense, copy Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Company. In addition, each Member, at its sole risk, cost and expense, and subject to reasonable safety regulations, shall have the right to inspect the Assets and Operations at all reasonable times, so long as such inspection does not unreasonably interfere with Operations. Any Member (at its sole expense) may install security cameras and/or retain an onsite employee to ensure it is receiving its pro rata share of Net Cash Flow. 5.2.17 The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. 5.2.18 The Manager shall undertake to cause the Company to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Company shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, there shall be specified in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Company shall keep the Members reasonably informed about efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect and monitor (either in person, electronically and/or by video surveillance) work directed toward satisfaction of Continuing Obligations and audit books, records, and related accounts and past and present documents, respecting the Properties. 5.2.19 The funds that are to be deposited into the Environmental Compliance Fund shall be maintained in a separate, interest bearing cash management account in the name of the Company, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements. 5.2.20 If Ownership Interests are adjusted in accordance with this Agreement the Schedule of Members shall be modified to properly reflect such adjustment and shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations. 5.2.21 The Manager or, after the Stand-Alone Date, the Mine General Manager, shall cause the Company to undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Article IV. 5.2.22 The Ashdown Mill, located within the AOI, is an Asset of the Company and the Management Committee shall have the right, at any time when the Mill has excess capacity available and in a manner that does not unreasonably interfere with Operations, to direct that the Mill be used in connection with toll and other milling arrangements, either with Members or with third parties. All net revenues generated by such activities will be distributed to the Members in accordance with their Ownership Interests.

Powers and Duties of Manager. Subject In the exercise of its powers and duties hereunder and without prejudice to the foregoing generality thereof the Manager shall:- 5.1 have the powers, authorities and duties set out in the Services and Procedures Manual; 5.2 perform, on behalf of the Company, those functions and obligations referred to in the Managing Agent's Agreement which relate to the provision of insurance and corporate management services but not those which relate to the provision of investment management services, PROVIDED THAT such functions and obligations which it performs in terms of this Clause shall be deemed not to be sub-contracted to the Manager if and to the extent that they relate to Core Functions; 5.3 promptly pay into the appropriate Bank Accounts all sums (if any) received by the Manager for and on behalf of the Company AND:- 5.3.1 receipt of monies in any currencies other than pounds sterling, US dollars or other currencies for which accounts have been opened shall, at the discretion of the Manager, either be converted into pounds sterling or US dollars as soon as reasonably possible following their receipt, or be retained in the currency in which they were originally received; and 5.3.2 operate the Bank Accounts on behalf of the Company and draw monies therefrom in accordance with the requirements of the Undertaking and the various limits and restrictions in relation thereto to be agreed in accordance with the terms of the Services and Procedures Manual, but not so as to raise an overdraft or otherwise to borrow against such accounts without having obtained the prior written consent thereto of the Company; 5.4 notify the Company forthwith if the monies in the Bank Accounts are at any time, in the opinion of the Manager:- 5.4.1 insufficient to meet the current overall requirements of the Undertaking, and the Company hereby undertakes, on receipt of such notice, forthwith to transfer funds to the Bank Accounts in an amount sufficient to make up the shortfall; or 5.4.2 in excess of the current overall requirements of the Undertaking, and, subject to the provisions of this AgreementClause 6.3, the Manager shall place such excess funds at the disposal of the Company; 5.4.3 PROVIDED THAT the Manager shall not be responsible for the investment of any monies in the Bank Accounts, except to the extent provided in the Services and Procedures Manual; 5.5 provide offices and secretarial and clerical staff as will be suitable and sufficient for the use and day to day running of the Company, PROVIDED THAT the Company shall not be entitled to the exclusive use of such offices and secretarial and clerical staff, AND FURTHER PROVIDED THAT, if the Company wishes to employ insurance underwriting staff and have the following powers exclusive use of any underwriting premises in connection with PXRE, it shall provide such staff and duties, which premises itself; 5.6 use its best endeavours to advise the Company in regard to the Laws affecting the Undertaking in the United Kingdom and shall be discharged in accordance with adopted Programs and Budgets. (a) The ensure that the Manager shall managenot, direct and control Operationson behalf of the Company, and shall prepare and present enter into any contract in contravention thereof; 5.7 subject to the Management Committee proposed Programs and Budgets as provided Company providing the Manager with all necessary information requested by the Manager in ARTICLE IX. (b) The Manager shall implement connection therewith, make all necessary returns to the decisions competent authorities in the United Kingdom in respect of insurance business on behalf of the Management CommitteeCompany and in respect of PXRE and, in particular, shall make all expenditures necessary returns to carry out adopted ProgramsLloyd's on behalf of PXRE or, if the Company so requests, shall supply the Company with the figures required in order for it to complete any such returns itself; 5.8 use all reasonable endeavours, at the expense of the Company, to collect any monies due to the Company or collectable by the Company in respect of PXRE, whether in respect of premiums, reinsurance recoveries or otherwise, until such time as the Company has appointed its own personnel to perform such functions; 5.9 cause appropriate books of account and records relating to PXRE and the Undertaking to be kept; 5.10 subject to the Company providing the Manager with all necessary information requested by the Manager, cause to be submitted to the Company on or before the expiration of three months following the end of each financial year of the Company a draft statement of account in respect of the Undertaking for such year in such form as may be reasonably required by the Company including a statement of interest and dividends earned from, and shall promptly advise capital gains or losses sustained on, any deposits or investments; 5.11 render to the Management Committee if it lacks sufficient funds Company reports in relation to carry out its responsibilities under the Company and PXRE in accordance with the Services and Procedures Manual and cause a representative of the Manager to attend all such meetings of the Company in the United Kingdom as the Company may reasonably require; 5.12 permit any officer of the Company or any other person or persons nominated by the Company for this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase purpose to examine and make copies of all books of account, records, reports, documents and statements kept pursuant to this Clause or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases PXRE and acquisitions; the Undertaking; 5.13 shall observe and (iii) keep comply with the Assets free Laws and clear with all lawful resolutions of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A the Board and those existing at the other lawful orders and Proper Instructions given to it from time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved to time by the Management Committee.Company or its duly appointed officers which are consistent with the Manager's specific obligations hereunder; and (d) The Manager shall conduct such title examinations of 5.14 comply with the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (procedures set out in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; Services and (iii) do all other acts reasonably necessary to maintain the AssetsProcedures Manual. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and dutiesduties delegated to it by the Management Committee, which powers and duties shall be discharged in accordance with adopted Programs and Budgets.Budgets and under the overall direction and guidance of the Management Committee: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, Committee and shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it the Manager lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: shall: (i) purchase or otherwise acquire for the Venture all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; , (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and , and (iii) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent concurrently with, the acquisition of such Assets, those liens and encumbrances contemplated by this Agreement, builder’s, construction, mechanic’s, carriers’, warehousemen’s, material-men’s, repairmen’s or mechanic's other similar liens which are for amounts which are neither due nor delinquent, are being contested at the time by the Manager in good faith and by proper legal proceedings, or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) With respect to the Goods and Services Tax (the “GST”) and the Harmonized Sales Tax (the “HST”) under Part IX of the Excise Tax Act S.C. 1990, c.45 (the ”Act”), the Manager shall account for all GST and HST in respect of any supplies made to or by the Venture. The Participants shall be registrants and will each execute and provide to the Manager a joint venture election pursuant to section 273 of the Act, confirming that the Manager shall account for all GST and HST in respect of any supplies made to or by the Venture. Accounting for GST and HST includes paying GST or HST, as applicable, on all taxable purchases and claiming the corresponding input tax credits on behalf of the Venture. (f) The Manager shall: : (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; ; (ii) perform or cause to be performed all assessment work required by Law in order to maintain the Properties. Except as provided in Section 7.3, the Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required work or occupancy for the purposes of preserving or maintaining the Properties. The Manager shall timely record and file with the appropriate governmental office any required affidavits, notices of intent to hold and other documents in proper form attesting to the performance of assessment work, in each case in sufficient detail to reflect compliance with the applicable requirements. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager's standard of care under Section 7.3; and (iii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's the Participants' sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to may contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem deems reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be is required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment non-payment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (fg) The Manager shall: : (i) apply for all necessary permits, licenses and approvals; , (ii) comply with applicable Law in all Laws; material respects, (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and , and (iv) prepare and file all reports or notices required for Operations. In the event of any violation of permits, licenses or as a result approvals, the Manager shall use its commercially reasonable efforts to timely cure or dispose of Operationssuch violation through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Joint Account. The Manager shall not be in breach of this provision Section 7.2(g) if a violationviolation has occurred and the Manager in a timely fashion takes such steps as might be available to remedy the violation or to prevent its recurrence or disposes of the same through payment of fines or penalties imposed in accordance with Law. (h) The Manager shall notify the Management Committee promptly of any litigation, arbitration, or administrative proceeding commenced against the Venture. The Manager shall prosecute and defend as it considers appropriate, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The Management Committee shall approve in advance any settlement involving payments (except for fines or penalties), commitments or obligations in excess of $100,000 in cash or value. (i) The Manager shall obtain and maintain for itself and the other Participants such insurance, with such limits and deductibles, as would normally be maintained by a reasonably prudent operator in the circumstances, either by way of a separate policy or the extension of coverage under a “blanket” policy maintained by the Manager or an Affiliate of the Manager, and the Manager shall include the cost thereof in each Budget; alternatively the Manager may provide protection for the Participants comparable to such insurance coverage and if it elects to self-insure, it shall charge to the Joint Account an amount equal to the premium it would have paid had it secured and maintained a policy or policies of insurance in a competitive bid basis in the amount of such coverage and the Manager shall include the cost thereof in each Budget. (j) The Manager may dispose of Assets, whether by abandonment, surrender or sale in the ordinary course of business, except that the Properties may be abandoned or surrendered only as provided in Article 14. However, without prior authorization from the Management Committee (which authorization shall include Programs and Budgets approved by the Management Committee) and except for sales of Products as permitted under this Agreement, the Manager shall not: (i) dispose of Assets in any one transaction or series of related transactions having a value in excess of $5,000,000 (unless such disposition is contemplated by an adopted Program and Budget); or (ii) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. (k) The Manager may, subject to Section 7.6 below, carry out its responsibilities hereunder through agents, Affiliates or independent contractors. Where reasonably practicable and in the interests of the Venture to do so, the Manager will use commercially reasonable efforts to seek to engage DIAM to conduct Exploration activities on the Properties. (l) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with generally accepted accounting principles consistently applied. (m) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) within 20 days after the end of each calendar month, a summary monthly report; and (ii) a detailed report within 90 days after completion of each Program and Budget, which must include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of the Programs, provided that if Program and Budget extends beyond a period of 12 months, the Manager shall also provide the Management Committee with a detailed report within 90 days after the end of each such 12 month period. The Manager shall also provide to the Management Committee such other reports pertaining to Operations as the Management Committee or any Participant may reasonably request. At all reasonable times, the Manager shall also provide the Management Committee or the representatives of each Participant access to, and the right to inspect and copies of all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations that a Participant may reasonably request. Such material and information are solely for the benefit of the Participants to whom such material and information are made available and the Participants shall not discuss or disclose the same to any third parties except as provided in this Agreement. Each Participant further agrees that its use of or reliance on such material and information is at its sole risk and it shall indemnify, defend and hold harmless the Manager and its Affiliates (including without limitation direct and indirect parent companies), and its or their respective directors, officers, shareholders, employees, agents and attorneys, from and against any and all claims, demands, investigations, judgments, losses, liabilities, costs and expenses, including reasonable legal fees, which may be imposed upon, asserted against or incurred by any of them and which arise out of or result from use of or reliance on such material and information by the receiving Participant, or any third party to whom the receiving Participant discloses such material and information. The Manager makes no representation or warranty as to the completeness or accuracy of any material or information disclosed hereunder. (n) The Manager shall allow each Participant and/or its agents and representatives, at such Participant's sole risk and expense, and subject to the Manager's safety regulations, to inspect the Assets and Operations at all reasonable times, so long as such Participant does not unreasonably interfere with Operations. Such Participant shall indemnify, defend and hold harmless the Manager and its Affiliates (including without limitation direct and indirect parent companies), and its or their respective directors, officers, shareholders, employees, agents and attorneys, from and against any and all claims, demands, investigations, judgments, losses, liabilities, costs and expenses, including reasonable legal fees, which may be imposed upon, asserted against or incurred by any of them and which arise out of or result from the entry, presence or activities of such Participant and/or its agents and representatives on the Properties, including without limitation bodily injury or death at any time resulting therefrom and damage to property sustained by any person or persons, unless such loss or damage is caused by the gross negligence or wilful misconduct of the Manager. (o) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance which shall be the responsibility of the Participants in accordance with their Participating Interests from time to time. To the extent practical and advisable (as determined by the Manager), the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations. (p) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the Management Committee reasonably informed about the Manager's efforts to discharge Continuing Obligations. (q) The Manager shall undertake all other activities reasonably necessary to fulfil the foregoing. The Manager is not in default of any duty under this Section 7.2 if its failure to perform results from the failure of the other Participant to perform acts or to contribute or pay amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) contract for services such as contract services for the Exploration, Development or Mining of the Properties, (iii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iiiiv) keep the Assets free and clear of all Liens and Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (Liens which shall be contested, released or discharged in a diligent matter) , or Liens and Encumbrances specifically approved by the Management CommitteeCommittee or created pursuant to the operation of this Agreement or the Members' Agreement. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: : (i) make or arrange for all payments required by leases, licenses, permits, authorities, contracts and other agreements related to the Assets; ; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a ParticipantMember's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and and (iii) shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: : (i) apply for all necessary permits, licenses and approvals; ; (ii) comply with all Laws; applicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and ; (iv) prepare and file all reports or notices required for or as a result Operations; and (v) arrange for bonds and reclamation for both pre-existing and new conditions and disturbances of Operations. the Properties, at the Company's cost; The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. (h) The Manager shall provide insurance for the benefit of the Company and the Members as reasonably determined by the Manager. (i) The Manager may dispose of Assets, whether through abandonment, surrender or Transfer, subject to the limitation set forth in Section 8.2(a) and Section 12.2. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain the unpatented mining claims included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget. The Manager shall timely pay all fees and record with the appropriate county and file with the appropriate United States agency, affidavits or other documents required by law to maintain all such claims or sites. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. The Manager shall respond in a timely manner to all requests from Members for information necessary to meet filing deadlines imposed by Law. (n) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired, reasonably in advance of Management Committee meetings; (iii) copies of reports concerning Operations, reasonably in advance of Management Committee meetings; (iv) a detailed final report within 30 days after completion of each Program and Budget, but in no event less often than annually, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the duly authorized representative of any Member (including representatives of any actual or potential lenders, equity investors or purchasers of a Member's Ownership Interest or NSR royalty that are duly authorized in writing by a Member) access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations, including all computer files an databases related thereto. In addition, the Manager shall allow the non-managing Member or that Member's authorized representative or invitee, at that Member's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Member does not unreasonably interfere with Operations. (o) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. (p) The Manager shall have the right to require the Members to fully fund the Environmental Compliance Fund, in proportion to their respective Ownership Interests, and in accordance with Section 3.14 of Exhibit B, with all reasonably anticipated costs of future reclamation, closure and Environmental Compliance. No Member who has resigned or withdrawn from the Company will be required to contribute additional funds to the Environmental Compliance Fund unless and until all contribution made to said Environmental Compliance Fund prior to such withdrawal or resignation have been spent or committed to be spent. (q) The Manager shall otherwise conduct Operations as it deems appropriate in its discretion. The Manager shall not be in default of any duty under this Section 9.2 if its failure to perform results from the failure of the Members to perform acts or to contribute amounts required of them by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Article X. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Management Committee. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a ParticipantMember's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Productsincome, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply consistent with its standard of care under Section 9.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted approved Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare the supervision and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions direction of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right powers and duties to: (1) Manage, direct and control all Operations in accordance with approved Programs and Budgets and in accordance with the other provisions of this Agreement; (2) Take all actions, perform all duties and make or incur such expenditures as are required to contest maintain the titles and interests of the Joint Venture in and to the Assets; (in the courts or otherwise3) the validity or amount of any taxesArrange for and carry out Operations, assessments or charges if the Manager deems them including but not limited to be unlawfulobtaining such competent consultants, unjusttechnicians, unequal or excessiveagents, or to undertake such other steps or proceedings employees and independent contractors as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay themand purchasing and selling such materials, but supplies, equipment and services as may be required in no event shall the Manager permit or allow title to the Assets to be lost as the result connection with Operations and entering into such contracts exclusively on behalf of the nonpayment Joint Venture as may be necessary in connection therewith in accordance with contracting guidelines approved by the Management Committee. Such contracting guidelines shall, among other things, specify that such contracts shall not be for a term greater than 12 months, nor for a quantity in excess of any taxesthat which the Joint Venture is reasonably expected to consume in such period; (ii) that the vendor/contractor protect, assessments or like charges; indemnify and/or insure the Joint Venture against (a) personal injury and property damage arising from defects in materials and labor supplied and (b) claims of infringement and unlawful use of patents, know-how and proprietary rights, and (iii) do that the terms of such contracts otherwise be at least as favorable to the Joint Venture as those usual and customary in the industry. As to Operations conducted pursuant to an approved Program and Budget, the Manager may not exceed five percent (5%) of any budgeted line item and shall not exceed the Budget by more than Five Thousand Dollars ($5,000) in the aggregate without the prior approval of the Management Committee. Fixed assets may be sold by the Manager without Management Committee approval only if the sale meets all other acts reasonably of the following criteria: (a) It is no longer required for Operations; and (b) It has fair market value of Five Thousand Dollars ($5,000) or less; and (c) The fair market value equals or exceeds the net book value of the equipment. All fixed asset sales and purchases over Five Thousand Dollars ($5,000) must be specifically approved by the Management Committee as part of a Program and Budget; (4) Protect the interest of the Parties in connection with the valuation of the Assets by public authorities for tax purposes; (5) Conduct Operations in compliance with all applicable statutes, regulations and orders of federal, state and local governmental bodies, including but not limited to those relating to safety requirements, working conditions, equal opportunity and affirmative action, workers' compensation, employee benefits, and environmental protection, and secure all licenses, permits and approvals necessary for Operations; (6) Supervise the keeping of full and accurate records and accounts of all transactions' entered into on behalf of the Parties and of all Joint Venture costs and of all funds disbursed by it or under its direction in accordance with the Joint Venture's accounting procedures; (7) Supervise the preparation and distribution of reports of each Party on Operations and Finances in accordance with Article VIII; (8) Prepare and maintain minutes of all Management Committee meetings and related correspondence; (9) In case of emergency, take any action the Manager deems necessary to maintain protect life, limb or property, to protect the Assets.Assets or to comply with law or government regulation; (f10) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly Notify the Management Committee of any allegations of substantial violation thereofmaterial event or action affecting Operations as soon as possible following such event or action; (11) Undertake compliance with all relevant State and Federal withholding tax and unemployment tax requirements with respect to Joint Venture employees; and (12) Have such additional powers and (iv) prepare and file all reports or notices required for or duties as a result of Operations. The Manager shall not be in breach of this provision if a violationthe Management Committee may direct.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct direct, and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i1) purchase or otherwise acquire all materialmaterials, supplies, equipment, water, utility utilities, and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; , (ii2) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; , and (iii3) keep the Assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: shall (i1) make or arrange for all payments required by leases, licenses, permits, contracts contracts, and other agreements related to the Assets; , (ii2) pay all taxes, assessments assessments, and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Productsincome, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if (3) do all other acts reasonably necessary to maintain the Assets. If authorized by the Management Committee, the Manager shall have the right to contest (contest, in the courts or otherwise) , the validity or amount of any taxes, assessments assessments, or charges if the Manager deems them to be unlawful, unjust, unequal unequal, or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment readjustment, or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments assessments, or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: shall (i1) apply for all necessary permits, licenses licenses, and approvals; , (ii2) comply with all Laws; applicable federal, state, and local laws and regulations, (iii3) notify promptly the Management Committee of any allegations of substantial violation thereof; , and (iv4) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply and the Manager has timely cured or disposed of such violation through performance or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments, or obligations in excess of $25,000 in cash or value. (h) The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit E. (i) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article 14. Notwithstanding the foregoing, without prior authorization from the Management Committee the Manager shall not (1) dispose of Assets in any one transaction having a value in excess of $25,000, (2) enter into any sales contracts or commitments for Products, except as permitted in Section 11.02, (3) begin a liquidation of the Venture, or (4) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates, or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required to maintain in good standing all unpatented federal mining claims and mill sites included within the Properties, all State of Alaska mining claims, leasehold locations, and prospecting sites included within the Properties, and all other similar types of locations included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and development; in addition, the Manager need not maintain continuous actual occupancy of any claims, sites, or locations included within the Properties. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required assessment work or occupancy for the purposes of preserving or maintaining ownership of said claims, sites, or locations, provided that the work done is in accordance with the adopted Program and Budget. The Manager shall timely record and file in proper form with the appropriate governmental offices and agencies all affidavits of assessment work, notices of intent to hold, and other documents required to maintain the Properties in good standing. (l) The Manager shall timely pay to all appropriate governmental offices and agencies all filing fees, holding fees, maintenance fees, payments in lieu of assessment work, rentals, advance royalties, royalties, and other payments required to be paid to any governmental office or agency to maintain in good standing all unpatented federal mining claims and mill sites included within the Properties, all State of Alaska mining claims, leasehold locations, and prospecting sites included within the Properties, and all other similar types of locations included within the Properties. (m) If authorized by the Management Committee, the Manager may (1) amend or relocate (as the same or a different type of claim, site, or location), under any applicable present or future law, any unpatented federal lode mining claim, unpatented federal placer mining claim, unpatented federal mill site, state mining claim, state leasehold location, state prospecting site, or other similar type of location included within the Properties, and may abandon any such claims, sites, or locations as may be necessary in connection with any such amendment or relocation, (2) locate under any applicable present or future law any fractions resulting from such amendment or relocation, (3) locate at-risk state mining claims or at-risk state leasehold locations on lands selected by the State of Alaska (regardless of the validity of such selection) that are already covered by unpatented federal lode mining claims, unpatented federal placer mining claims, unpatented federal mill sites, or other similar types of locations, (4) apply under any applicable present or future law for patents, mining leases, or other forms of mineral tenure for any unpatented federal lode mining claims, unpatented federal placer mining claims, unpatented federal mill sites, state mining claims, state leasehold locations, state prospecting sites, or other similar types of locations included within the Properties, (5) abandon any such claims, sites, or locations for the purpose of acquiring from the United States, the State of Alaska, or any Alaska Native corporation rights to the ground covered thereby, and (6) exchange with or convey to the United States, the State of Alaska, or any Alaska Native corporation any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground. (n) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (o) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee (1) monthly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget, (2) periodic summaries of data acquired, (3) copies of reports concerning Operations; (4) a detailed final report within 60 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs, and (5) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to and the right to inspect and copy the following: maps; drill logs; core tests; reports; surveys; assays; analyses; production reports; operational, technical, accounting, and financial records; and any and all other information acquired in connection with or as a result of Operations. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. (p) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. The Manager shall not be in default of any duty under this Section 8.02 if its failure to perform results from the failure of the non-managing Participant to perform acts or to contribute amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) contract for services such as contract services for the Exploration, Development or Mining of the Properties, (iii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iiiiv) keep the Assets free and clear of all Liens and Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's mechanics or materialmen's liens (materialmens Liens which shall be contested, released or discharged in a diligent matter) , or Liens and Encumbrances specifically approved by the Management CommitteeCommittee or created pursuant to the operation of this Agreement or the Members Agreement. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: : (i) make or arrange for all payments required by leases, licenses, permits, authorities, contracts and other agreements related to the Assets; ; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's Members sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and and (iii) shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: : (i) apply for all necessary permits, licenses and approvals; ; (ii) comply with all Laws; applicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and ; (iv) prepare and file all reports or notices required for or as a result Operations; and (v) arrange for bonds and reclamation for both pre-existing and new conditions and disturbances of Operations. the Properties, at the Companys cost; The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Managers good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. (h) The Manager shall provide insurance for the benefit of the Company and the Members as reasonably determined by the Manager. (i) The Manager may dispose of Assets, whether through abandonment, surrender or Transfer, subject to the limitation set forth in Section 8.2(a) and Section 12.2. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain the unpatented mining claims included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget. The Manager shall timely pay all fees and record with the appropriate county and file with the appropriate United States agency, affidavits or other documents required by law to maintain all such claims or sites. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. The Manager shall respond in a timely manner to all requests from Members for information necessary to meet filing deadlines imposed by Law. (n) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired, reasonably in advance of Management Committee meetings; (iii) copies of reports concerning Operations, reasonably in advance of Management Committee meetings; (iv) a detailed final report within 30 days after completion of each Program and Budget, but in no event less often than annually, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the duly authorized representative of any Member (including representatives of any actual or potential lenders, equity investors or purchasers of a Members Ownership Interest or NSR royalty that are duly authorized in writing by a Member) access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations, including all computer files an databases related thereto. In addition, the Manager shall allow the non- managing Member or that Members authorized representative or invitee, at that Members sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Member does not unreasonably interfere with Operations. (o) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. (p) The Manager shall have the right to require the Members to fully fund the Environmental Compliance Fund, in proportion to their respective Ownership Interests, and in accordance with Section 3.14 of Exhibit B, with all reasonably anticipated costs of future reclamation, closure and Environmental Compliance. No Member who has resigned or withdrawn from the Company will be required to contribute additional funds to the Environmental Compliance Fund unless and until all contribution made to said Environmental Compliance Fund prior to such withdrawal or resignation have been spent or committed to be spent. (q) The Manager shall otherwise conduct Operations as it deems appropriate in its discretion. The Manager shall not be in default of any duty under this Section 9.2 if its failure to perform results from the failure of the Members to perform acts or to contribute amounts required of them by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties which shall be discharged in accordance with adopted Programs and Budgets.: (a) 8.2.1. The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) 8.2.2. The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted ProgramsPrograms and Budgets, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) 8.2.3. The Manager shall use reasonable efforts to: (shall: i) purchase Purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operationsoperations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (; ii) obtain Obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (and iii) keep Keep the Assets assets free and clear of all Encumbrancesliens and encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assetsassets, or mechanic's or materialmen's liens (which shall be contested, released or of discharged in a diligent matter) manner, or Encumbrances liens and encumbrances specifically approved by the Management Committee. (d) 8.2.4. The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) 8.2.5. The Manager shall: (: i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (; ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (and iii) shall do all other acts reasonably necessary to maintain the Assets. (f) 8.2.6. The Manager shall: (: i) apply for all necessary permits, licenses and approvals; (; ii) comply with all Laws; (applicable federal, provincial, municipal and local laws and regulations; iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (and iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. 8.2.7. The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings greater than $50,000 arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant's approval shall be required in advance of any settlement involving payments, commitments or obligations, if the non-managing Participant's share is in excess of Twenty-Five Thousand Dollars ($25,000) in cash or value. 8.2.8. The Manager shall provide insurance for the benefit of the Participants as provided in Exhibit D. 8.2.9. The Manager may dispose of Assets, whether by release, abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be released, abandoned or surrendered only as provided in Article 13. However, without prior authorization from the Management Committee, the Manager shall not: i) dispose of Assets in any one transaction having a value in excess of $250,000: ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2; iii) begin a liquidation of the Venture; or iv) dispose of all or a substantial part of the Assets necessary to achieve the purposes of the Venture. 8.2.10. The Manager shall have the right to carry out its responsibilities hereunder through agents, affiliates or independent contractors. 8.2.11. The Manager shall be obligated to perform or cause to be performed during the term of this Agreement all obligations required by law in order to maintain the Properties which obligations shall be included in Programs and Budgets. 8.2.12. The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. 8.2.13. The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: i) monthly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; ii) periodic summaries of data acquired; iii) copies of reports concerning Operations; iv) a detailed final report within forty-five (45) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and v) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations. In addition, the Manager shall allow the non-managing Participant, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Operations. 8.2.14. The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. The Manager shall not be in default of any duty under this Section 8.2 if its failure to perform results from the failure of the non-managing Participant to perform acts or to contribute amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, duties and obligations which shall be discharged in accordance with adopted Programs and Budgets.: (a1) The Manager shall manage, direct and control Operations, Earn - in Activities and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IXSection 9.3 of this Earn - in Agreement. (b2) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it Manager lacks sufficient funds to carry out its responsibilities under this Agreement. If Hecla Ventures is the Manager, lack of sufficient funds shall be deemed a default hereunder. (c3) The Manager shall use reasonable efforts toshall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for OperationsEarn - in Activities, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; and (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e4) The Manager shall: (i) make or arrange for all payments required by leases, subleases, surface use agreements, licenses, permits, contracts and other agreements related to the AssetsAssets and Properties; (ii) pay all taxes, assessments and like charges on Operations and Assets Earn - in Activities except taxes determined or measured by a Participant's sales revenue or net income income; and taxes, including production taxes, attributable (iii) do all other acts reasonably necessary to a Participant's share maintain unencumbered title to and good condition of Products, the Assets and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Properties. The Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets and Properties to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f5) The Manager shallshall in the name of Rodeo Creek: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Lawsapplicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of OperationsEarn - in Activities. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (6) The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Earn - in Activities. The non - managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non - managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of $100,000 in cash or value, unless part of an approved Program and Budget. (7) The Manager shall provide insurance for the Earn - in Activities as provided in Exhibit B1. (8) The Manager may dispose of Assets or Properties only with authorization from the Management Committee but may dispose of Properties only with the authorization of all of the Participants. (9) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors but shall nevertheless remain responsible for the proper carrying out of such responsibilities. (10) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work or pay fees or rental payments required by law in order to maintain any unpatented mining claims that are included in the Properties. The Manager shall have the right to perform any assessment work pursuant to a common plan of Exploration, Development, Construction, Operating or Reclamation and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that work performed by the Manager does not constitute required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that any work done is in accordance with the adopted Program and Budget. The Manager shall timely record with the appropriate county and file with the appropriate United States agency, affidavits in proper form attesting to the performance of assessment work or notices of intent to hold in proper form, and allocating therein, to or for the benefit of each claim, at least any minimum amount, if any, required by law to maintain such claim or site. (11) If authorized by the Management Committee, the Manager may: (i) locate mine facilities, mill site or tunnel site, (ii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. (12) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. (13) At all reasonable times the Manager shall provide the Management Committee or the representative of any Participant, upon the request of any member of the Management Committee, access to, and the right to inspect, audit and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Earn - in Activities; such information will be provided to the Management Committee at the cost set forth in the Accounting Procedure and if additional copies are required by a Participant, they will be paid for by that Participant. In addition, the Manager shall allow the non - managing Participant, at the latter's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Earn - in Activities at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Earn - in Activities. (14) The Manager shall prepare or have prepared and submit to the Management Committee a report containing a description and analysis of the methods and costs and all other relevant aspects of reclaiming the Properties pursuant to the requirements of applicable laws, rules and regulations governing the reclamation of Earn - in Activities on the Properties, the purpose of which shall be to establish a fund to finance costs and expense anticipated to be incurred in connection with the reclamation or reclamation bonding of the Properties. The Management Committee shall determine, based upon the reclamation report, the total cost, including capital budget, which the Management Committee reasonably estimates will be required to reclaim the Properties, including a schedule of the timing of the capital requirements for such purpose, and shall promptly establish a reclamation fund to meet such capital requirements and any bonding or financial assurance requirements. The reclamation fund for Earn - in Activities shall be funded entirely by contribution of Hecla Ventures. The amounts determined by the Management Committee for Purposes of funding the reclamation fund shall be included in the applicable Programs and Budgets for the related periods. Manager may withhold a portion of proceeds from sale of Products in an amount sufficient to meet expected reclamation and expenditures as approved by the Management Committee. (15) The Manager may conduct environmental audits or reviews on an annual or as needed basis, and the cost and expense of such audits or reviews shall be charged to Hecla Ventures. (16) Manager shall make withholdings from payments to Participants that are required by applicable law. (17) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE Article IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's ’s or materialmen's ’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. The Manager shall use its best efforts to obtain bids from multiple third party suppliers for individual, or related aggregate, purchases or purchase commitments that exceed Fifty Thousand Dollars ($50,000). (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment. (e) The Except as to be performed by Canyon under Section 8.1, the Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements with third parties related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's ’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Productsincome, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such take other reasonable steps or proceedings as the Manager may deem reasonably necessary to secure seek a cancellation, reduction, reduction or readjustment or equalization thereof before the Manager shall be required prior to pay them, payment but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of actual or alleged substantial violation violations thereof; and (iv) maintain records and prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 8.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. (g) The Manager shall prosecute and defend, but shall not initiate without unanimous consent of the Participants in accordance with Section 7.2, all litigation against third parties or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of Fifty Thousand Dollars ($50,000) in cash or value. (h) The Manager shall provide insurance for the benefit of the Participants as follows or as may otherwise be determined from time to time by the Management Committee. The Manager shall, at all times while conducting Operations, comply fully with the applicable worker’s compensation laws and purchase, or provide protection for the Participants comparable to that provided under standard form insurance policies for the following risk categories: (i) comprehensive general liability and property damage with combined limits of not less than Two Million Dollars ($2,000,000) for bodily injury and property damage; (ii) automobile insurance with combined limits of not less than One Million Dollars ($1,000,000); and (iii) adequate and reasonable insurance against risk of fire and other risks ordinarily insured against in similar operations. Insurance coverage and limits shall be subject to annual review and approval by the Management Committee. Each Participant shall self-insure or purchase for its own account such additional insurance as it deems necessary. (i) Except as expressly authorized in Article XII, unanimous consent of both Participants in accordance with Section 7.2 is required before the Manager may: (i) abandon or surrender Properties as provided in Article XIV; (ii) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of Fifty Thousand Dollars ($50,000); (iii) begin a liquidation or initiate wind up of the Business; or (iv) dispose of Assets necessary to achieve the purposes of the Business. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors subject to Section 8.6 and prior disclosure to the Management Committee of the scope of responsibilities to be carried out by agents, Affiliates or independent contractors. (k) Except as to be performed by Canyon under Section 8.1, the Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be

Powers and Duties of Manager. Subject Except as provided elsewhere in this Agreement to the terms and provisions of this Agreementcontrary, the Manager shall have the following all powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.duties to: (a) The Manager shall manageManage, direct and control Operationsthe business, assets and shall prepare and present to operations of the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.Company; (b) The Manager shall implement Make and revise budgets for the Company; (c) Implement the decisions of the Management CommitteeManager and, shall where appropriate, of the Members and make all such expenditures as may be necessary to carry out adopted Programssuch decisions, and shall promptly advise the Management Committee Members if it the Company lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee.decisions; (d) The Manager shall conduct such title examinations Purchase or otherwise acquire machinery, equipment and vehicles appropriate for the operations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment.Company's business; (e) The Manager shall: Supervise and oversee the operations of the Company; (if) make or arrange Borrow money for all payments required by leasesthe Company and in its name from banks, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessivelending institutions, or to undertake one or more Members or their affiliates, on such other steps or proceedings terms and conditions as the Manager may deem reasonably necessary appropriate and, in connection therewith, to encumber and pledge and grant security interests in the assets of the Company to secure a cancellationrepayment of the borrowed sums; (g) Open and maintain one or more bank accounts in the name of the Company, reductionsubject to the provisions of Section 6.3; (h) Obtain and maintain and pay the premiums on liability, readjustment property and other insurance to protect the Company's property, business operations, Members, Manager and agents; (i) Execute on behalf of the Company and in its name all instruments and documents, including without limitation checks, drafts, notes and other negotiable instruments, mortgages and deeds of trust, security agreements, financing statements, documents providing for the acquisition or equalization thereof before disposition of the Company's assets, assignments, bills of sale, leases and any other instruments or documents necessary, in the determination of the Manager, to conduct the business of the Company; (j) Employ accountants, legal counsel, and other professional advisors and experts to perform services for the Company and to compensate them from funds of the Company; (k) Appoint the tax matters partner pursuant to Section 6221 of the Code, and the initial tax matters partner shall be ▇▇▇▇▇; (l) Enter into any and all other agreements on behalf of the Company and in its name with any Person for any purpose, in such form and substance as the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like chargesmay approve; and and (iiim) do Perform all other acts reasonably as may be necessary or appropriate to maintain conduct the AssetsCompany's business and affairs. (f) The Manager shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The the Manager shall manage, direct and control OperationsOperations in accordance with sound exploration, mining and shall prepare other applicable industry standards and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.practices; (b) The the Manager shall (i) implement the decisions of taken by the Management CommitteeCommittee pursuant to Section 8.4, shall (ii) make all expenditures Expenditures necessary to carry out adopted ProgramsPrograms and Budgets, and shall (iii) promptly advise notify the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.hereunder; (c) The the Manager shall use reasonable efforts toprepare and submit a Program and Budget to the Management Committee for approval by at least December 1st of each year (save for the first Program and Budget of the Venture which shall be prepare and submit to the Management Committee for approval by January 15th, 2010) and each Program shall contain: (i) a reasonably detailed outline of all activities the Manager contemplates carrying out on the Project and the location and time frame thereof for a one-year period; (ii) a reasonably itemized Budget, broken down by month, of the projected expenditures under the Program, (iii) charge out rates for shared corporate services; and (iv) the estimated amount and date of each payment that the non managing-Party would have to make to the Manager; (d) the Manager shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms commercially available, reasonably taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the all Assets and Project free and clear of all EncumbrancesLiens, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for (A) those existing at the time of, or created concurrent concurrently with, the acquisition of such AssetsAssets and Project, or mechanic's or materialmen's liens (B) legal hypothecs incidental to Construction which shall be contested, released or discharged in a diligent mattermanner, and (C) or Encumbrances Liens specifically approved by the Management Committee.; (de) The the Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgment.judgment of the Manager; (ef) The the Manager shall: (i) make or arrange for all payments and work required by leases, licenses, permits, contracts and other agreements related to the Project or Assets; (ii) pay all taxes, assessments and like charges on Operations Operations, the Project and Assets Assets, except taxes determined or measured by a Participant's Party’s sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the income. The Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets and the Project to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) and the Manager shall not allow mineral rights relating to the Project to lapse without the approval of the Management Committee; and (iv) shall do all other acts reasonably necessary to maintain the Project and Assets.; (fg) The the Manager shall: (i) apply for all necessary material permits, licenses and approvalsapprovals required for Operations under applicable Laws; (ii) comply comply, in all material respects, with all LawsLaws in conducting Operations; and (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required for or as thereof within a result reasonable delay of Operationsbecoming aware of such allegations. The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager’s good faith efforts to comply, and if the Manager has timely cured, commenced to cure (and diligently pursues) or disposed of such violation through performance, or payment of fines and penalties; (h) the Manager shall prosecute and defend all litigation or administrative proceedings arising out of Operations; provided that the non-managing Party shall have the right to participate, at its own expense, in such litigation or administrative proceedings; (i) the Manager may dispose of Assets or part of the Project, whether by abandonment, surrender or transfer in the ordinary course of business, except that the Project may be abandoned or surrendered only as provided in Section 15.1. However, without prior authorization from the Management Committee, the Manager shall not: (i) dispose of Assets or part of the Project in any one transaction having a value in excess of $50,000, (ii) initiate a liquidation of the Venture, (iii) dispose of all or a substantial part of the Assets or Project necessary to achieve the purposes of the Venture or, (iv) settle any suit, claim or demand with respect to the joint venture involving an amount in excess of $50,000; (j) the Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates and independent contractors; (k) the Manager shall perform or cause to be performed during the term of this Agreement all work and pay all fees required by law, in order to maintain the mining rights attaching to the Project in good standing with the Mining Registry (Québec). The Parties shall cooperate with and provide assistance to the Manager in maintaining such mining rights in good standing; (l) the Manager shall keep adequate data, information and records of the management and maintain all required accounting and financial records in accordance with GAAP and applicable Laws; (m) the Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) a monthly summary report which include statements of Expenditures, as applicable; (ii) quarterly reports on related party transactions; (iii) periodic summaries of data acquired, expressly including, as soon as reasonably available, any technical results which any Party may be required to report under any applicable securities laws or the rules, by-laws or policies of any stock exchange having authority over a Party; (iv) copies of reports concerning Operations; (v) a detailed final report within 90 days after completion of each Program and Budget, which shall include comparisons between actual and budgeted Expenditures and comparisons between the objectives and results of Programs; and (vi) such other reports as the Management Committee may reasonably request; (n) subject to Section 9.7, the Manager shall provide all personnel required to conduct Operations contemplated during the Option Period and thereafter, as applicable, and such personnel shall be employees of the Manager and not of the Venture. The Manager shall also comply with the requirements of all applicable unemployment insurance and worker’s compensation legislation; (o) the Manager shall maintain and keep the Assets in good operating condition and repair in accordance with sound mining and other applicable industry standards and practices; (p) the Manager shall obtain and maintain, for the benefit of the Parties, such types and levels of property and liability insurance coverage with respect to the Venture as the Management Committee shall consider necessary from time to time. (q) the Manager shall promptly advise both Parties of any accident or occurrence resulting in any damage to or destruction of any property or harm or injury to any Person; (r) the Manager shall require its contractors and subcontractors to take out and maintain such types and level of property and liability insurance as the Management Committee shall consider necessary or advisable from time to time and to comply with the requirements of all applicable unemployment insurance and worker’s compensation legislation with respect to work or services to be provided by such contractors or subcontractors; (s) the Manager shall conduct all activities contemplated herein and use all Assets in compliance with applicable Laws and shall also undertake to obtain all Permits which are required under applicable Laws; (t) the Manager shall undertake all other activities reasonably necessary to fulfill the foregoing and to carry out the binding instructions of the Management Committee; and (u) at all reasonable times, the Manager shall provide the Management Committee or the representatives of any Party, upon the request of any member of the Management Committee, access to, and the right to inspect and copy, at the expense of the requesting Party, all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations. In addition, the Manager shall allow any non-managing Party, at the latter’s sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Party does not unreasonably interfere with Operations. The Manager shall not be in default of any duty under this Section 9.3 if its failure to perform results from the failure of the non-managing Party to perform acts or to contribute amounts required of it by this Agreement.

Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.: (a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX. (b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; ; (ii) contract for services such as contract services for the Exploration, Development or Mining of the Properties, (iii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and and (iiiiv) keep the Assets free and clear of all Liens and Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (Liens which shall be contested, released or discharged in a diligent matter) , or Liens and Encumbrances specifically approved by the Management CommitteeCommittee or created pursuant to the operation of this Agreement or the Members' Agreement as Amended. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its the reasonable judgmentjudgment of the Manager. (e) The Manager shall: : (i) make or arrange for all payments required by leases, licenses, permits, authorities, contracts and other agreements related to the Assets; ; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a ParticipantMember's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if income. If authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) , the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and and (iii) shall do all other acts reasonably necessary to maintain the Assets. (f) The Manager shall: : (i) apply for all necessary permits, licenses and approvals; ; (ii) comply with all Laws; applicable federal, state and local laws and regulations; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and ; (iv) prepare and file all reports or notices required for or as a result Operations; and (v) arrange for bonds and reclamation for both pre-existing and new conditions and disturbances of Operations. the Properties, at the Company's cost; The Manager shall not be in breach of this provision if a violationviolation has occurred in spite of the Manager's good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. (g) The Manage shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Member shall have the right to participate, at its own expense, in such litigation or administrative proceedings. (h) The Manager shall provide insurance for the benefit of the Company and the Members as reasonably determined by the Manager. (i) The Manager may dispose of Assets, whether through abandonment, surrender or Transfer, subject to the limitation set forth in Section 12.2. (j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors. (k) The Manager shall perform or cause to be performed during the term of this Agreement all assessment and other work required by law in order to maintain the unpatented mining claims included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration and continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims, provided that the work done is in accordance with the adopted Program and Budget. The Manager shall timely pay all fees and record with the appropriate county and file with the appropriate United States agency, affidavits or other documents required by law to maintain all such claims or sites. (l) If authorized by the Management Committee, the Manager may: (i) locate, amend or relocate any unpatented mining claim or mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure pursuant to any federal law hereafter enacted. (m) The Manager shall keep and maintain all required accounting and financial records pursuant to the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry. The Manager shall respond in a timely manner to all requests from Members for information necessary to meet filing deadlines imposed by Law. (n) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the Management Committee: (i) quarterly progress reports which include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired, reasonably in advance of Management Committee meetings; (iii) copies of reports concerning Operations, reasonably in advance of Management Committee meetings; (iv) a detailed final report within 30 days after completion of each Program and Budget, but in no event less often than annually, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as the Management Committee may reasonably request. At all reasonable times the Manager shall provide the Management Committee or the duly authorized representative of any Member (including representatives of any actual or potential lenders, equity investors that are duly authorized in writing by a Member) access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information acquired in Operations, including all computer files an databases related thereto. In addition, the Manager shall allow the non-managing Member or that Member's authorized representative or invitee, at that Member's sole risk and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the inspecting Member does not unreasonably interfere with Operations. (o) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing. (p) The Manager shall have the right to require the Members to fully fund the Environmental Compliance Fund, in proportion to their respective Ownership Interests, and in accordance with Section 3.14 of Exhibit B, with all reasonably anticipated costs of future reclamation, closure and Environmental Compliance. No Member who has resigned or withdrawn from the Company will be required to contribute additional funds to the Environmental Compliance Fund unless and until all contribution made to said Environmental Compliance Fund prior to such withdrawal or resignation have been spent or committed to be spent. (q) The Manager shall otherwise conduct Operations as it deems appropriate in its discretion. The Manager shall not be in default of any duty under this Section 9.2 if its failure to perform results from the failure of the Members to perform acts or to contribute amounts required of them by this Agreement.