NORTH RAE PROPERTY PROPERTY OPTION AGREEMENT Dated, for reference, January 9, 2007 Between: AZIMUT EXPLORATION INC. and NORTHWESTERN MINERAL VENTURES INC. INDEX

SCHEDULE “A”:

SCHEDULE “B”:

SCHEDULE “C”:

SCHEDULE “D”:

AZIMUT EXPLORATION INC., a company duly incorporated under the laws of the province of Quebec and having a place of business at Suite 214, ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇;

(hereinafter called “AZIMUT”)

ON THE FIRST PART

NORTHWESTERN MINERAL VENTURES INC., a company duly constituted under the laws of Ontario and having its head office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;

(hereinafter referred to as “NORTHWESTERN”)

OF THE SECOND PART

easements, rights of way, servitude and similar rights in land including, but not limited to, rights of way and servitude for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric power, telephone, telegraph or cable television conduits, poles, wires and cables which are not material;

the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, grant or permit forming part of the Property, or by any statutory provision, to terminate any such lease, licence, grant or permit or to require annual or other periodic payments as a condition of the continuance of them, as well as all other reservations, limitations, provisos and conditions in any original grant from Governmental Authorities;

the right of any Governmental Authority to levy taxes on minerals or the revenue there from and governmental restrictions on production rates on the operation of a mine on the Property, as well as all other rights vested in any Governmental Authority to control or regulate the Property pursuant to Applicable Laws; and

any liens, charges or other Encumbrances:

for taxes, assessments or governmental charges;

incurred, created and granted in the ordinary course of business to a public utility or Governmental Authority in connection with operations conducted with respect to the Property, but only to the extent those liens relate to Costs for which payment is not due.

GRANT OF OPTION

AZIMUT hereby grants to NORTHWESTERN the sole, exclusive and irrevocable right and option (the “First Option”) to acquire a 50% undivided recorded and beneficial interest in and to the Property and all of AZIMUT’s rights, licenses and permits appurtenant thereto or held for the specific use and enjoyment thereof, free and clear of all Encumbrances and Claims, save and except for the Yellow Cake Royalty and the Permitted Encumbrances, exercisable by paying to AZIMUT a total amount of $210,000, by issuing to AZIMUT 150,000 fully paid and non-assessable treasury common shares and by incurring a minimum of $2,900,000 in Work Expenditures (as defined in Schedule “B” attached hereto and made a part hereof) over the next five (5) years (the “First Option Period”), to be paid and incurred by NORTHWESTERN as follows:

Issuance of 100,000 common shares, and the payment to Azimut of $50,000 on execution of the Letter Agreement; (receipt of which is hereby acknowledged by Azimut);

Work Expenditures of $400,000 on or prior to March 2, 2007;

The issuance of a further 50,000 common shares on or prior to April 28, 2007;

The payment to Azimut of an additional $30,000 on or prior to March 2, 2007;

The payment to Azimut of an additional $30,000 on or prior to March 2, 2008;

Additional Work Expenditures of $400,000 on or prior to March 2, 2008;

The payment to Azimut of an additional $40,000 on or prior to March 2, 2007;

Additional Work Expenditures of $700,000 on or prior to March 2, 2009;

The payment to Azimut of an additional $60,000 on or prior to March 2, 2010;

Additional Work Expenditures of $700,000 on or prior to March 2, 2010; and

Additional Work Expenditures of $700,000 on or prior to March 2, 2011.

NORTHWESTERN shall have the right to accelerate any of the above payments, Work Expenditures or common share issuances at its sole option, and any Work Expenditures exceeding the minimum in any given year shall be credited to the following year.

The issuance of the 100,000 common shares (which have been issued) and the first payment of $50,000 (which has been paid) contemplated by subparagraph 2.1(a) and the Work Expenditures of $400,000 contemplated in subparagraph 2.1 (b) constitute a firm commitment by NORTHWESTERN, after which NORTHWESTERN may terminate the First Option on the Property at any time. Notwithstanding the foregoing, each budget voted on a yearly basis by the Technical Committee (as established pursuant to article 3 herein) shall represent a firm commitment by NORTHWESTERN to maintain the First Option in good standing.

During (i) the First Option Period until NORTHWESTERN exercises the First Option or the First Option expires unexercised, and (ii) in the event the First Option has been exercised by NORTHWESTERN, at all times during the Second Option Period, NORTHWESTERN shall, subject to the provisions of paragraph 12.3 hereof, have the right to be the Operator of all the exploration programs on the Property. As Operator, NORTHWESTERN shall be responsible in its reasonable discretion for carrying out and administering exploration, development and mining work on the Property. As Operator, NORTHWESTERN shall have the sole, exclusive and immediate right to enter upon and work the Property and have quiet and exclusive possession of the Property, subject to the rights of AZIMUT under this Agreement to enter in, upon or under the Property to inspect same. Furthermore, NORTHWESTERN shall be entitled to an administrative fee of 5% on contract work and 10% on internal work in lieu of overhead, management and other unallocatable costs which amount shall be credited against all Work Expenditures to be incurred by NORTHWESTERN hereunder.

If NORTHWESTERN issues the 150,000 common shares, makes the cash payments of $210,000 and incurs the minimum Work Expenditures of $2,900,000 in accordance with paragraph 2.1, then NORTHWESTERN will be deemed to have duly exercised the First Option, effective as at the date NORTHWESTERN provides notice of completion of the required Work Expenditures in accordance with paragraph 2.5 (the “Operative Date”). On the Operative Date, (i) NORTHWESTERN shall have earned a 50% undivided interest in and to the Property, free and clear of any Claims and Encumbrances, save and except for the Yellow Cake Royalty and the Permitted Encumbrances, and AZIMUT shall take all actions and do all things necessary and desirable to effect the transfer of 50% of its legal and beneficial right, title and interest in and to the Property to NORTHWESTERN, (ii) the parties shall enter into the Joint Venture Agreement; and (iii) AZIMUT will retain a two percent (2%) Yellow Cake Royalty.

NORTHWESTERN shall deliver to AZIMUT within thirty (30) days after the Operative Date a certificate of a senior officer stating the completion and amount of the required Work Expenditures incurred and an itemized statement of such Work Expenditures;

AZIMUT hereby also grants to NORTHWESTERN the sole, exclusive and irrevocable right and option (the “Second Option”), exercisable only following the exercise of the First Option, to increase NORTHWESTERN’s undivided interest in and to the Property from 50% to 65%, free and clear of all Encumbrances and Claims save and except for the Yellow Cake Royalty, by electing accordingly pursuant to paragraph 2.7 below and by paying an amount of $20,000 a year to AZIMUT for each of the next five (5) years immediately following the Operative Date (the “Second Option Period”), and issuing 100,000 NORTHWESTERN common shares within two (2) months following the Operative Date, subject to paragraph 2.10, and incurring minimum Work Expenditures of $200,000 per year for each year during the Second Option Period, and by delivering to AZIMUT a Bankable Feasibility Study (as defined in Schedule “C” attached hereto and made a part hereof) on or by the expiry of the Second Option Period, subject to paragraph 2.10.

Within two (2) months following the Operative Date, NORTHWESTERN shall give AZIMUT notice that either:

NORTHWESTERN elects to exercise the Second Option; or

NORTHWESTERN elects not to exercise the Second Option.

Failure to so elect within the required time shall be deemed to be an election not to exercise the Second Option.

Should NORTHWESTERN elect not to exercise the Second Option contemplated by subparagraph 2.7(b), then the parties’ respective interest in and to the Property shall remain at 50%, but NORTHWESTERN shall nevertheless make a final cash payment to AZIMUT of $100,000 on or by the expiry of the two (2) month period set forth in paragraph 2.7.

Should NORTHWESTERN elect to exercise the Second Option contemplated by subparagraph 2.7(a) but decides nevertheless to terminate said option after the first year of the Second Option Period, then NORTHWESTERN shall pay to AZIMUT an amount of $20,000 per year for each year of the Second Option Period then remaining.

The Second Option Period contemplated by paragraph 2.6 for the delivery by NORTHWESTERN of a Bankable Feasibility Study may be extended by NORTHWESTERN for up to three (3) subsequent, annual and consecutive periods of one (1) year each, by paying to AZIMUT a sum of $50,000 per year on the anniversary date of the Operative Date immediately preceding the applicable extension period.

Should NORTHWESTERN exercise the Second Option contemplated by paragraph 2.6, (as same may be extended by paragraph 2.10), then NORTHWESTERN shall have acquired a 65% undivided interest in and to the Property, free and clear of all Encumbrances and Claims save and except for the Yellow Cake Royalty and the Permitted Encumbrances, and AZIMUT shall take all actions and do all things necessary and desirable to effect the transfer of an additional 15% of its legal and beneficial right, title and interest in and to the Property to NORTHWESTERN, such that NORTHWESTERN shall thereafter hold a 65% legal and beneficial undivided interest in the Property. Thereafter the total deemed contributions of each of the parties pursuant to the Joint Venture Agreement shall be adjusted such that the deemed contributions of NORTHWESTERN will be equal to its total incurred Work Expenditures, plus its expenses to produce the Bankable Feasibility Study, and the deemed contributions of AZIMUT will be equal to the figure required to equate to a 35% undivided interest.

If NORTHWESTERN fails to incur all of the Work Expenditures stipulated in subparagraphs 2.1 (b), (f), (h) (i) (j) or (k) or paragraph 2.6, by the end of the last day by which the same was due to be incurred pursuant to paragraphs 2.1 and 2.6 or as deferred by reason of article 15, NORTHWESTERN may, at any time within 15 days of such day, make a cash payment to AZIMUT in an amount equal to the deficiency in the Work Expenditures. Any cash payment so made shall be deemed to have been Work Expenditures duly and properly incurred in an amount equal to the cash payment.

NORTHWESTERN shall have the right to record notice of this Agreement for the sole purpose of giving notice of its option rights hereunder. Such notice shall be cancelled and removed by NORTHWESTERN upon termination of this Agreement.

TECHNICAL COMMITTEE

While this agreement is in force and until the First Option has been exercised by NORTHWESTERN, a technical committee (the “Technical Committee”) shall be established. Except as herein otherwise provided, the Technical Committee shall have the responsibility of approving the proposed Work Expenditures.

The Technical Committee shall consist of two (2) representatives, and each party shall forthwith appoint one (1) representative to the Technical Committee.

The Operator shall convene a meeting of the Technical Committee at least once every twelve (12) months and, in any event, within fourteen (14) days of being requested to do so by any representative.

The Operator shall give notice, specifying the time and place and the agenda for each meeting of the Technical Committee, to all representatives at least seven (7) days prior to the time appointed for the meeting. An exploration program proposal, which includes a budget, shall be submitted by the Operator at least 7 business days before the date of the Technical Committee meeting.

Notice of a meeting of the Technical Committee shall not be required if representatives of all the parties are present and unanimously agree upon the agenda.

A quorum for any Technical Committee meeting shall be present if each party’s representative is present. If a quorum is present at the meeting, the Technical Committee shall be competent to exercise all of the authorities, powers and discretions bestowed upon it hereunder. The Technical Committee shall not transact any business at a meeting unless a quorum is present at the commencement of the meeting.

The Technical Committee shall decide every question submitted to it by a vote with each representative being entitled to cast one (1) vote. In the case of an equality of votes on any matter which cannot be resolved by agreement of the parties, the Operator shall have a second and casting vote.

The representative of the Operator shall be chairman and secretary of each Technical Committee meeting.

The secretary of the Technical Committee meeting shall take minutes of that each meeting and circulate copies thereof to each representative.

The Technical Committee may make decisions by obtaining the consent in writing of the representatives of each party. Any decision so made shall be as valid as a decision made at a duly called and held meeting of the Technical Committee.

Decisions of the Technical Committee made in accordance with this Agreement shall be binding upon all parties.

Each party shall bear the expenses incurred by its representatives in attending meetings of the Technical Committee.

The Technical Committee may, by agreement of the representatives of all the parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Technical Committee deems fit.

OPTION ONLY

This Agreement represents an option only, and after NORTHWESTERN has issued to AZIMUT the 100,000 common shares (which have been issued), has paid to AZIMUT $50,000 cash (which has been paid) and has incurred $400,000 in Work Expenditures in the manner provided for in paragraph 2.2 hereof, NORTHWESTERN shall be under no further obligation to AZIMUT except as otherwise set forth herein. No act done or payment made by NORTHWESTERN hereunder shall obligate NORTHWESTERN to do any further act or make any further payment and, except as provided herein to the contrary, in no event shall this Agreement or any act done or any payment made be construed as an obligation of NORTHWESTERN to do or perform any work or make any payments on or with respect to the Property.

EXERCISE OF OPTION – JOINT VENTURE

NORTHWESTERN shall have exercised the First Option and shall have acquired a 50% undivided interest in and to the Property by issuing to AZIMUT 150,000 common shares, by paying to AZIMUT $210,000 in cash and by incurring a minimum of $2,900,000 in Work Expenditures in accordance with paragraph 2.1 hereof. However, NORTHWESTERN shall acquire no additional interest in and to the Property by electing to exercise, and subsequently failing to exercise, the Second Option, and in such event, shall receive no credit for incurring Work Expenditures in excess of $2,900,000.

NORTHWESTERN shall have exercised the Second Option and shall have acquired a 65% undivided interest in and to the Property by having exercised the First Option and by paying to AZIMUT an amount of $20,000 per year during each year of the Second Option Period, by issuing 100,000 NORTHWESTERN common shares within two (2) months following the Operative Date, by incurring minimum Work Expenditures of $200,000 per year during each year of the Second Option Period and by delivering the Bankable Feasibility Study contemplated by paragraph 2.6, and if required, by making the additional payments contemplated by paragraph 2.10.

If the First Option is exercised and NORTHWESTERN elects not to exercise the Second Option, or if both the First and Second Options are exercised, all further work on and with respect to the Property, and the subsequent relationship between AZIMUT and NORTHWESTERN in relation to the Property, shall be governed by the Joint Venture Agreement.

TRANSFER OF TITLE – CLAIM ABANDONMENT

Upon the exercise of the First Option, AZIMUT shall deliver to NORTHWESTERN recordable transfers or other applicable conveyancing documentation sufficient to effect the transfer of a 50% undivided interest in and to the Property to NORTHWESTERN and NORTHWESTERN may record notice of its interest on title.

Upon the exercise of the Second Option, AZIMUT shall deliver to NORTHWESTERN recordable transfers or other applicable conveyancing documentation sufficient to effect the transfer of an additional 15% undivided interest in and to the Property to NORTHWESTERN and NORTHWESTERN may record notice of its interest on title.

At any time during the currency of this Agreement, NORTHWESTERN may elect to abandon any portion or portions of the Property by giving notice of such election to AZIMUT not less than ninety (90) days prior to the proposed date of abandonment. The notice shall identify the specific claims proposed to be abandoned, and their respective expiry dates.

Upon the written request of AZIMUT, received by NORTHWESTERN not less than 30 days prior to the proposed date of abandonment, NORTHWESTERN shall deliver to AZIMUT recordable conveyances entitling AZIMUT to be the recorded owner of the claims set out in the notice. Upon the delivery of such conveyances, the subject claims shall cease to be subject to the terms and conditions of this Agreement.

RIGHT OF ENTRY

During the currency of this Agreement prior to the exercise of the First Option and the Second Option, NORTHWESTERN, its servants, agents and workmen and any persons duly authorized by NORTHWESTERN, shall have the right of access to and from and, subject to subparagraph 11.1(f) hereof, the exclusive right to enter upon and take possession of and prospect, explore and develop the Property and incur Work Expenditures in accordance with approved work programs in such manner and at such times as NORTHWESTERN in its sole discretion may deem advisable and, subject to subparagraph 11.1 (f) hereof, to have quiet and exclusive possession of the Property during the currency of this Agreement with full power and authority to take and install thereon all such buildings, plant, machinery, equipment, tools, appliances or supplies as NORTHWESTERN shall deem necessary and proper and the right to remove quantities of rocks, ore and/or minerals and transport same for the purpose of sampling, testing and assaying.

REPRESENTATIONS AND WARRANTIES OF AZIMUT

AZIMUT hereby represents and warrants to NORTHWESTERN that:

it is the sole recorded and beneficial owner of a 100% interest in and to the Property free and clear of all Encumbrances, Claims and defects in title other than the Permitted Encumbrances;

the mineral claims comprising the Property have been validly located and are now duly recorded and in good standing in accordance with the laws of the jurisdiction in which the mineral claims are situated and the Property is in good standing pursuant to all applicable laws;

it has full corporate power and authority to enter into this Agreement;

it is a company validly existing and in good standing under the laws of the province of Quebec and is up to date with respect to its filings with the applicable governmental corporate agency and has all necessary corporate capacity to own its property and assets and to conduct its business as presently conducted;

the entering into this Agreement and compliance with the terms hereof does not conflict with any applicable laws or with its charter documents nor does it conflict with, or result in a breach of or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound or result in the creation of any Encumbrance on the Property;

it has the exclusive right and all necessary power, authority and capacity to enter into this Agreement and all necessary authority to assign to NORTHWESTERN up to a 65% right, title and interest in and to the Property, in accordance with the terms and conditions of this Agreement, free and clear of all Claims and Encumbrances, save and except for the Yellow Cake Royalty and the Permitted Encumbrances, and the consummation of the transactions contemplated hereby have been authorized by all necessary corporate action on its part;

it has the exclusive right to receive 100% of the proceeds from the sale of minerals, metals, ores or concentrates removed from the Property and no other person, firm or corporation is entitled to any royalty, net profits interest or other payment in the nature of rent or royalty on such materials removed from the Property or is entitled to take such material in kind;

the Property is free and clear of all Claims and Encumbrances as is its interest inherent in the Property and Azimut has not made, committed or executed any act, deed, matter or thing whereby its interest in the Property may be encumbered in title or otherwise;

the Property is not subject to any actual, pending or to the best of its knowledge, threatened Claim or challenge, nor to the best of its information, knowledge and belief is there any basis therefore, and there is not presently outstanding against AZIMUT any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which would have a material effect upon the Property; reclamation and rehabilitation of those parts of the Property which have been previously worked by AZIMUT have been properly completed in compliance with all applicable laws and AZIMUT hereby covenants and agrees to save NORTHWESTERN harmless from and against any loss, liability, Claim, demand, damage, expense, injury or death arising out of or in connection with the operations or activities which were carried out the Property by AZIMUT prior to the date of this Agreement;

to the best of its knowledge and belief after having made reasonable enquiry, reclamation and rehabilitation of those parts of the Property which have been previously worked by persons other than AZIMUT have been properly completed in compliance with all applicable laws by such other persons;

the description of the Property set forth herein is true and correct;

it has obtained all required approvals and authorizations to grant the First Option and Second Option to NORTHWESTERN, and to transfer up to a 65% undivided interest in the Property to NORTHWESTERN in accordance with the terms hereof; no consents, approvals or authorizations of any third party are required in connection therewith; and AZIMUT has sole and complete power and authority to deal with the Property in the manner contemplated in this Agreement;

all taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the Property and required to be made, performed and filed to and with any Governmental Authority in order to maintain the Property in good standing have been so made, performed or filed, as the case may be;

to the best of AZIMUT’s knowledge there has been no claim made by any Aboriginal Peoples, nor is there any basis therefor, with respect to any right or interest in or to the Property;

to the best of AZIMUT’s knowledge, conditions on and relating to the Property respecting all past and current operations thereon are in compliance in all material respects with all Applicable Laws, including all Environmental Laws;

it has not received any notice of, or communication relating to, any actual or alleged breach of any Environmental Laws, and there are no outstanding work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out thereon;

it is not a party to or bound by any guarantee, indemnification, surety or similar obligation pertaining to the Property and, except for this Agreement, no material contracts have been entered between AZIMUT and any other person with respect to the Property other than the Letter Agreement;

this Agreement constitutes a valid and binding obligation of it, enforceable against it in accordance with the terms of this Agreement, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought; and

it has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated herein.

The representations and warranties hereinbefore set out are conditions upon which NORTHWESTERN has relied on entering into this Agreement, shall be true and correct at all times while the First Option or Second Option remains outstanding and shall survive the exercise of the First and Second Option, and AZIMUT hereby indemnifies and saves NORTHWESTERN harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach or any representation or warranty made by it and contained in this Agreement. For greater certainty and without limiting the generality of the foregoing, the parties agree that NORTHWESTERN shall not be responsible for any environmental or other liabilities attributed to the Property prior to the date of this Agreement.

REPRESENTATIONS AND WARRANTIES OF NORTHWESTERN

NORTHWESTERN represents and warrants to AZIMUT that:

it is a company validly existing and in good standing under the laws of Ontario and is up to date with respect to its filings with the applicable governmental corporate agency;

it has full corporate power and authority to enter into this Agreement;

the entering into of this Agreement does not conflict with any applicable laws or with its charter documents nor does it conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound; and

it is eligible to acquire and hold mineral claims in the jurisdiction in which the property is situated;

The representations and warranties hereinbefore set out are conditions upon which AZIMUT has relied on entering into this Agreement and shall survive the exercise of the First Option and the Second Option, and NORTHWESTERN hereby indemnifies and saves AZIMUT harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this Agreement.

COVENANTS OF AZIMUT

AZIMUT hereby covenants with and to NORTHWESTERN that:

subject to paragraph 10.2, it will, within ten (10) days of the execution and delivery of this Agreement, provide NORTHWESTERN with all of the data and information in its possession or under its control relating to the mineral potential of the Property and to AZIMUT’s exploration activities on the Property, including but not limited to all reports, maps and surveys, but excluding any data or results related to the proprietary targeting methodology used by Azimut;

until such time as the First Option and Second Option are exercised or otherwise terminate, it will not deal, or attempt to deal with its right, title and interest in and to the Property in any way that would or might affect the right of NORTHWESTERN to become absolutely vested in a 65% interest in and to the Property, free and clear of Claims and Encumbrances, except for the Yellow Cake Royalty and the Permitted Encumbrances;

during the term of this Agreement, AZIMUT shall take all actions and do all things necessary or desirable to ensure that (i) no liabilities are incurred on the Property other than with the express written consent of NORTHWESTERN; and (ii) the Property remains free and clear of all Encumbrances whatsoever save and except for the Yellow Cake Royalty and the Permitted Encumbrances.

Notwithstanding the covenants contemplated in subparagraph 10.1(a), AZIMUT shall be under no obligation to disclose to or provide NORTHWESTERN with any and all information regarding the proprietary targeting methodology used by AZIMUT.

COVENANTS OF NORTHWESTERN

NORTHWESTERN covenants and agrees with AZIMUT that until the First Option and the Second Option are exercised or otherwise terminated it shall:

subject to the provisions of paragraph 6.3 hereof, carry out and record or cause to be carried out and recorded all such assessment work upon the Property as may be required in order to maintain the Property in good standing at all times (and, for greater certainty, the proceeds of the Work Expenditures incurred pursuant to paragraph 2.1 or 2.6 hereof may be applied towards such payments but in no circumstances shall this subparagraph be construed so as to require any expenditures to be incurred on the Property by NORTHWESTERN in excess of the applicable Work Expenditures set forth in paragraphs 2.1 and 2.6 hereof, as applicable). All Operator’s fees paid pursuant to paragraph 2.3, and all payments necessary to keep the Property in good standing during the First Option Period and Second Option Period will be credited towards the minimum Work Expenditures requirements of NORTHWESTERN as set forth in paragraphs 2.1 and 2.6 above, as applicable;

keep the Property clear of Claims and Encumbrances other than Permitted Encumbrances arising from its operations thereon;

carry on all operations on the Property in compliance with all applicable governmental regulations and restrictions;

pay or cause to be paid any rates, taxes, duties, royalties, assessments or fees levied with respect to the Property or NORTHWESTERN’s operations thereon (which payments will be credited towards minimum Work Expenditure requirements as set forth in paragraphs 2.1 and 2.6 above as applicable);

indemnify and hold AZIMUT harmless from any and all liabilities, costs, damages or charges arising from the failure of NORTHWESTERN to comply with the covenants contained in this paragraph or otherwise arising from its operations on the Property;

allow AZIMUT or any duly authorized agent or representative of AZIMUT to inspect the Property upon giving NORTHWESTERN forty-eight (48) hours written notice; PROVIDED HOWEVER that it is agreed and understood that AZIMUT or any such agent or representative shall not interfere with NORTHWESTERN’s activities on the Property and shall be at its own risk and that NORTHWESTERN shall not be liable for any loss, damage or injury incurred by AZIMUT or its agent or representative arising from its inspection of the Property, however caused;

allow AZIMUT access at all reasonable times and intervals to all factual maps, reports, assay results and other factual technical data prepared or obtained by NORTHWESTERN in connection with its operations on the Property;

provide AZIMUT with all technical reports, including all pertinent databases in digital form and, on a quarterly basis, summary written reports with respect to its operations on the Property and shall provide AZIMUT with copies of any and all documents filed by NORTHWESTERN to record assessment work on the Property.

TERMINATION

NORTHWESTERN may terminate this Agreement at any time upon giving notice thereof to AZIMUT provided that NORTHWESTERN has issued the common shares, has made the minimum payment and has incurred the minimum Work Expenditures referred to in subparagraphs 2.1(a) and 2.1(b) hereof,

In addition to termination of this Agreement pursuant to paragraph 12.1, if NORTHWESTERN fails to make any payment or fails to do any thing on or before the last day provided for such payment or performance under this Agreement, subject to the provisions of paragraph 2.12, AZIMUT may terminate this Agreement, but only if:

it shall have first given to NORTHWESTERN written notice of the failure containing particulars of the payment which NORTHWESTERN has not made, the common shares which NORTHWESTERN has failed to issue or the act which NORTHWESTERN has not performed; and

subject always to the provisions of paragraph 14.1 hereof, NORTHWESTERN has not, within thirty (30) business days following delivery of AZIMUT’s notice, if the default relates to a cash payment or share issuance, or sixty (60) days for all other defaults, given notice to AZIMUT that it has cured such failure.

Should NORTHWESTERN fail to deliver the notice provided for in subparagraph 12.2(b) within the time provided above, this Agreement shall be deemed to have terminated on the day following the last day provided for the payment or performance the failure of which by NORTHWESTERN caused AZIMUT to issue the notice referred to in subparagraph 12.2(a) hereof.

This Agreement will automatically terminate upon exercise of the Second Option by NORTHWESTERN.

Upon termination of this Agreement:

in the event that NORTHWESTERN has not exercised its First Option at such time:

NORTHWESTERN shall deliver to AZIMUT, within sixty (60) days of the effective date of termination, copies of all factual maps, reports, assay results and other factual data and documentation relating to its operation on the Property;

NORTHWESTERN shall forfeit any and all interest in the Property and shall cease to be liable to AZIMUT in debt, damages or otherwise save and except for the performance of those of its obligations mandated pursuant to subparagraphs 2.1(a) and 2.1 (b), which were not satisfied on the effective date of termination; and

NORTHWESTERN shall vacate the Property within a reasonable time after such termination, but shall have the right of access to the Property for a period of six (6) months thereafter for the purpose of removing its chattels, machinery, equipment and fixtures therefrom.

in the event that NORTHWESTERN has exercised its First Option at such time, has elected to proceed with the Second Option and, subsequently, provides to AZIMUT a notice of termination of its Second Option, delivered at least sixty (60) days prior to the effective date of such termination:

NORTHWESTERN shall deliver to AZIMUT, within sixty (60) days of the effective date of termination, copies of all factual maps, reports, assay results and other factual data and documentation relating to its operation on the Property;

NORTHWESTERN shall relinquish all right to act as Operator of the exploration programs on the Property immediately upon the effective date of termination, and AZIMUT shall, thereafter, be the Operator; and

NORTHWESTERN shall vacate the Property within a reasonable time after such termination, but shall, at its own risk and expense, have the right of access to the Property during normal operating hours, upon reasonable written notice to AZIMUT, provided that such access does not interfere with AZIMUT’s exploration work.

INDEPENDENT ACTIVITIES

Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of “corporate opportunity” sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have an obligation to any other party as to:

any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside the Property at any time, other than as specifically provided herein; and

the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill smelter or refinery treats ores or concentrates from the Property.

CONFIDENTIALITY OF INFORMATION

Except as otherwise provided in this paragraph, both parties shall treat all data, reports, records and other information relating to this Agreement and the Property as confidential and shall seek the consent of the other party to any disclosure thereof to a third party which consent will not be unreasonably withheld. The text of any news release or any other public statements, other than those required by law or regulatory bodies or stock exchanges or other government authorities, which a party desires to make shall be sent to the other party for its comments prior to publication and shall not include references to the other party unless such party has given its prior consent. The text of any disclosure which a party is required to make by law, by regulatory bodies or stock exchanges shall be sent to the other party prior to filing in order that the other party may have the opportunity to comment thereon; if no comment is received after 24 hours, the disclosure shall be deemed approved. For all public disclosure, whether required to be made or not, any reasonable changes requested by the non-disclosing party shall be incorporated into the disclosure document. Notwithstanding the foregoing, nothing in this paragraph 14.1 shall prohibit any disclosure necessary to comply with any Applicable Laws or the rules of any applicable stock exchange;

Notwithstanding paragraph 14.1, all required Work Expenditures shall be submitted to the Ministère des Ressources naturelles et de la Faune du Québec unless the parties mutually agree otherwise.

DELAYS

If any party should be delayed in or prevented from performing any of the terms, covenants or conditions of this Agreement by reason of a cause beyond the control of such party, whether or not foreseeable, excluding lack of funds, but including fires, floods, earthquakes, subsidence, ground collapse or landslides, interruptions or delays in transportation or power supplies, strikes, lockouts or other labour disruptions, wars, acts of God, government regulation or the inability to secure on reasonable terms any private or public permits or authorizations, including those from securities regulatory bodies, unusually harsh or adverse weather conditions, Claims by Aboriginal Peoples and legal proceedings, then any failure on the part of such party to so perform shall not be deemed to be a breach of this Agreement and the time within which such party is obliged to comply with any such term, covenant or condition of this Agreement shall be extended by the total period of all such delays. In order that the provisions of this article may become operative, such party shall give notice in writing to the other party, forthwith and for each new cause of delay or prevention and shall set out in such notice particulars of the cause thereof, and the day upon which the same arose, and shall take all reasonable steps to remove the cause of such delay or prevention, and shall give like notice forthwith following the date that such cause ceased to subsist.

ASSIGNMENT

Any party may at any time dispose of all or any part of its interest in and to the Property and this Agreement (the “Assignor”) to any third party (the “Assignee”) provided that, as conditions precedent to any such assignment, the Assignor provides written notice to the non-assigning party, the non-assigning party agrees to such assignment in writing, and the Assignee shall have delivered to the non-assigning party its covenant with and to the non-assigning party that:

to the extent of the disposition, the Assignee agrees to be bound by the terms and conditions of this Agreement as if it had been an original party hereto; and

it will subject any further disposition of the interest acquired to the restrictions contained in this paragraph.

No such assignment shall have the effect of relieving a party of its obligations hereunder without the written consent of the other party which consent shall not be unreasonably withheld.

NOTICES

Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or if mailed by registered air mail or by fax, addressed as follows:

In the case of AZIMUT:

Azimut Exploration Inc.

▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇-▇▇▇▇ Lulin
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇

AREA OF COMMON INTEREST

The area of common interest shall be deemed to comprise that area which is included within the outermost boundary of the mineral properties which constitute the Property as at the date of signature of the Letter Agreement, plus a buffer zone of 10 km around the Property (the “Area of Common Interest”);

If at any time during the currency of this Agreement any party (in this article 18, only, called the “Acquiring Party”) stakes or otherwise acquires, directly or indirectly, any right to or interest in any mining claim, licence, lease, grant, concession, permit, patent or other mineral property interest located wholly or partly within the Area of Common Interest (in this article 18, only, called the “Acquired Interest”), the Acquiring Party shall forthwith give notice to the other party of that staking or acquisition, the total cost thereof and all details in the possession of that party with respect to the details of the acquisition, the nature of the Acquired Interest and the known mineralization;

The other party may, within 30 days of receipt of the Acquiring Party’s notice, elect, by notice to the Acquiring Party, to require that the Acquired Interest be included in and thereafter form part of the Property for all purposes of this Agreement.

If the election aforesaid is made, NORTHWESTERN shall pay all of the reasonable costs of such acquisition, and such costs shall constitute Work Expenditures hereunder;

Any Acquired Interest so acquired either by NORTHWESTERN or by AZIMUT will be recorded in AZIMUT’s name until the execution of the Joint Venture Agreement by the parties. Where any Acquired Interest is so acquired by NORTHWESTERN and, within the stipulated period of 30 days, AZIMUT elects not to include such Acquired Interest in the Property, AZIMUT shall transfer to and record in NORTHWESTERN’s name the Acquired Interest, at AZIMUT’s sole expense;

If the other party fails to make the election aforesaid within the stipulated period of 30 days, the Acquired Interest so acquired shall not form part of the Property and the Acquiring Party shall be solely entitled thereto.

RULES OF INTERPRETATION

In this Agreement and the Schedules hereto:

time is of the essence in the performance of the parties’ respective obligations;

the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise permits;

unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day following if the last day of the period is not a business day. Whenever any payment is to be made or any action under this Agreement is to be taken on a day other than a business day, such payment shall be made or action taken on the next business day following;

the use of the words, “include” or “including” shall be deemed to mean “include, without limitation”, or “including, without limitation”, if applicable;

Except as otherwise provided, all costs incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring them.

ARBITRATION

In the event of a dispute in relation to this Agreement, including, without limitation, the existence, validity, performance, breach or termination thereof, or any matter arising therefrom, including whether any matter is subject to arbitration, the parties agree to negotiate diligently and in good faith in an attempt to resolve such dispute. Submission to arbitration under this article 20 shall be a condition precedent to bringing any action with respect to such dispute.

Failing resolution satisfactory to either party, either party may request that the dispute be resolved by binding arbitration, conducted in English, in Montreal, Quebec.

To demand arbitration any party (the “Demanding Party”) shall give written notice to the other party (the “Responding Party”). Such notice shall specify the nature of the allegation and issues in dispute, the amount or value involved (if applicable) and the remedy requested. Within 20 days of the receipt of the notice, the Responding Party shall answer the demand in writing, specifying the allegations and issues that are disputed.

The Demanding Party and Responding Party shall each select one qualified arbitrator within 10 days of the Responding Party’s answer. Each of the arbitrators shall be a disinterested person qualified by experience to hear and determine the issues to be arbitrated. The arbitrators so chosen shall select a neutral arbitrator within 10 days of their selection.

No later than 20 business days after hearing the representations and evidence of the parties, the arbitrators shall make their majority determination in writing and deliver one copy to each of the parties. The written decision of the arbitrators shall be final and binding upon the parties in respect of all matters relating to the arbitration, the procedure, the conduct of the parties during the proceedings and the final determination of the issues in the arbitration. There shall be no appeal from the determination of the arbitrators to any court. The decision rendered by the arbitrators may be entered into any court for enforcement purposes.

The arbitrators may determine all questions in law and jurisdiction (including questions as to whether or not a dispute is arbitrable) and all matters of procedure relating to the arbitration.

A dispute of the parties shall not constitute a delay pursuant to paragraph 15.1.

The arbitrators shall have the right to grant legal and equitable relief and to award Costs (including legal fees and the Costs of arbitration) and interest. The Costs of any arbitration shall be born by the parties in the manner specified by the arbitrators in their majority determination. The arbitrators may make an interim order, including injunctive relief and other provisional, protective or conservatory measures, as well as orders seeking assistance from a court in taking or compelling evidence or preserving and producing documents regarding the subject matter of the dispute.

All papers, notices or process pertaining to an arbitration hereunder may be served on a party as provided in paragraph 17.1.

The parties agree to treat as confidential information, in accordance with the provisions of paragraph 14.1, the following: the existence of the arbitral proceedings; written notices, pleadings and correspondence in relation to the arbitration; reports, summaries, witness statements and other documents prepared .in respect of the arbitration; documents exchanged for purposes of the arbitration; the contents of any award or ruling made in respect of the arbitration. Notwithstanding the foregoing part of this paragraph 20.10, a party may disclose such confidential information in judicial proceedings to enforce, nullify, modify or correct an award or ruling and as permitted under paragraph 14.1.

GENERAL TERMS AND CONDITIONS

The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement;

This Agreement shall represent the entire understanding between the parties with respect to the subject matter hereof and replaces and supersedes all previous agreements between them with respect to the subject matter hereof including the Letter Agreement. No representations or inducements have been made save as herein set forth. No changes, alterations, or modifications of this Agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by both parties hereto;

The titles to the articles to this Agreement shall not be deemed to form part of this Agreement but shall be regarded as having been used for convenience of reference only;

The schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein;

All references to dollar amounts contained in this Agreement are references to Canadian funds;

This Agreement shall be governed by and interpreted in accordance with the laws in effect in Quebec, and is subject to the exclusive jurisdiction of the Courts of Quebec;

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

This Agreement may be executed in counterparts and by facsimile, and all such counterparts together shall constitute one and the same instrument.