LETTER OF INTENT DATED THE 2ND DAY OF MARCH, 2006
BETWEEN: NORTHWESTERN MINERAL VENTURES INC.
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▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
[Hereinafter referred to as "NWT"]
AND: AZIMUT EXPLORATION INC.
▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
[Hereinafter referred to as "AZM"]
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This Letter of Intent sets forth the principal terms of an agreement made
between Northwestern Mineral Ventures Inc. (the "Optionee" or NWT") and Azimut
Exploration Inc. (the "Optionor" or "AZM") in respect of AZM's North Rae Uranium
Project, located in Quebec, Canada. All monetary figures are in Canadian
currency.
1. GRANT OF IRREVOCABLE OPTION. AZM has agreed to grant to NWT an exclusive
and irrevocable option to explore for mineral substances, more
specifically Uranium, and an irrevocable option to acquire an interest in
the North Rae properties in Northern Quebec, to wit:
Block A, Block B and Block C
[the "Property"],
located east of the Ungava Bay, Northern Quebec, described in Schedule A
hereof.
2. PROPERTY AND TITLE. AZM represents and warrants that:
(a) it is the registered and beneficial owner of a 100% interest in
the Property, free and clear of any liens, legal disputes or
encumbrances; and
(b) it has received all required corporate approvals to the grant of
an option to NWT to earn an interest in the Property.
3. OPTION TO ACQUIRE AN INITIAL 50% INTEREST. To acquire an initial 50%
undivided interest in the Property, NWT shall make the payments, issue the
common shares and incur the minimum Work Expenditures (as defined in
Schedule D attached hereto) in the following manner:
Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.
3.1 Cash Payments
o $50,000 upon execution of this Letter of Intent by the parties
hereto (the "Effective Date");
o $30,000 on the first and second anniversaries of the Effective
Date;
o $40,000 on the third anniversary of the Effective Date; and
o $60,000 on the fourth anniversary of the Effective Date.
Total: $210,000
In the event that NWT does not receive confirmation of receipt of the
acceptance for filing of this Letter of Intent by the TSX Venture
Exchange, AZM will forthwith return to NWT the first payment of $50,000
paid on the execution of this Letter of Intent.
3.2 Payment through issuance of shares
o Upon receipt of confirmation of the acceptance for filing of this
Letter of Intent by the TSX Venture Exchange (the "Acceptance
Date"), issuance of 100,000 NWT common shares at a price
determined by the closing price the day preceding the signing of
the Option Agreement.
o On the first anniversary of the Acceptance Date, issuance of
50,000 NWT common shares at a price determined by the closing
price the day preceding the first anniversary.
3.3 Minimum and Cumulative Work Expenditures on the Property
o $400,000 during each of the first and second years;
o $700,000 during each of the third, fourth and fifth years. Total:
$2,900,000
Work Expenditures exceeding the minimum in any year shall be credited
to the following years.
Minimum yearly exploration Work Expenditures of $100,000 will be spent
on each of the 3 blocks in order to maintain each block under option.
Work Expenditures incurred on a block no longer under option shall be
credited to the remaining block(s) under option.
Subject to the provisions of paragraph 8, NWT has the right but not the
obligation to fulfil the requirements of paragraphs 3.1, 3.2 and 3.3.
However, if NWT elects
- 2 -
Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.
not to, or is unable to, fulfil the requirements of paragraphs 3.1, 3.2
and 3.3, it shall not be granted a 50% interest in the Property, as
described in paragraph 4 below.
4. GRANT OF A 50% INTEREST. If NWT has made the cash payments stipulated in
paragraph 3.1 totalling $210,000, issued a total of 150,000 common shares
stipulated in paragraph 3.2 and incurred the minimum work expenditures
stipulated in paragraph 3.3 totalling $2,900,000, it will have acquired a
50% undivided interest in the Property and a joint venture shall then be
formed by NWT and AZM where the initial, actual and deemed expenditures of
each party shall be $2,900,000; at the acquisition by NWT of a 50%
undivided interest in the Property, AZM will retain a 2% yellow cake
royalty ("YCR") defined in Schedule C attached hereto;
5. OPTION TO ACQUIRE AN AGGREGATE 65% INTEREST. If and when NWT has acquired
a 50% undivided interest in the Property, it shall then have two months to
notify AZM that it intends to increase its interest from 50% to 65%;
6. If NWT does not so notify AZM, the respective interests of the parties
shall remain 50% for each, but NWT shall then make a final cash payment to
AZM of $100,000 at the end of the two-month period or before;
7. Conditions of acquiring an additional 15% undivided interest for an
Aggregate 65% undivided interest. If NWT has notified AZM that it intends
to acquire an additional interest of 15%, NWT will be granted an
additional 15% interest on the completion of the following:
7.1 Payment of Shares. Issue an additional 100,000 shares (a one-time
grant).
7.2 Payment of Cash, Work Commitments and Feasibility. For the next five
years, NWT shall pay AZM $20,000 a year, incur minimum Work Expenditures on
the Property of $200,000 a year, and during this five-year period, NWT shall
provide AZM with a Bankable Feasibility Report, as defined in Schedule E
attached hereto.
If, after the 1st year of this additional option, NWT decides to terminate
this option, it shall make a payment of $20,000 per remaining year of the
option.
The period of five (5) years to provide AZM with a Bankable Feasibility
Report may be extended for three (3) subsequent, annual and consecutive
periods of one (1) year each by paying AZM a sum of $50,000 a year.
- 3 -
Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.
If NWT has fulfilled its obligations to AZM as aforesaid, it will have
acquired an aggregate 65% undivided interest in the Property and a joint
venture shall then be formed by NWT and AZM and the total contributions of
each party shall be adjusted accordingly. NWT will have acquired only a
50% interest if all conditions to increase its interest to 65% have not
been fulfilled as aforesaid; expenditures incurred during this period
shall then be credited to the Property;
8. At any time after NWT has made the first payment of $50,000, issued
100,000 NWT common shares and incurred the minimum Work Expenditures of
$400,000, NWT may terminate its option on the Property; nevertheless, each
budget voted on a yearly basis represents a firm commitment;
9. While the option is in force and, as the case may be, after the formation
of the joint venture:
9.1 NWT shall be the operator and shall keep the Property in good
standing;
9.2 (a) Prior to the exercise of the option provided in paragraph 3,
there will be created a technical committee where each party
will be represented and have one vote and where the operator
will have a casting vote;
(b) Upon the establishment of the joint venture contemplated by
paragraphs 4 and 7 hereof, there will be created a technical
committee where each party will be represented and have one
vote and where the operator will not have a casting vote; in
such event and in the case of an equality of votes on any
matter which cannot be resolved by agreement of the parties, a
representative of an independent professional engineering firm
that is mutually acceptable to the parties, or failing
agreement, an individual appointed by the President of the
Mining Association of Quebec (the "Mediator") shall have the
casting vote, provided the technical committee shall have
first placed before the Mediator all submissions,
documentation or data which has been placed before the
technical committee;
9.3 All work shall be kept confidential; all work shall be submitted to
the Minister of Natural Resources and Parks, unless it is agreed by
both parties to be kept confidential;
- 4 -
Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.
9.4 The operator shall submit all work to the committee and deliver all
technical reports, including all pertinent database under digital
form, and summary quarterly reports to them as well;
9.5 Each party will consult with the other in advance of the
dissemination of any press release or public statement concerning
the Property, however, if such becomes impossible or impractical
because immediate disclosure is required by law or by any regulatory
authority having jurisdiction, such party will be free to
disseminate such release or statement;
9.6 The operator shall be entitled to an administrative fee of 5% on
contract work and 10% on internal work;
10. There will be an area of interest of ten (10) km of the outermost
boundaries of the Property and any properties acquired by either party
within such area of interest shall form part of the Property and be
subject to the provisions of this Letter of Intent; if new claims are
acquired by staking either by NWT or AZM during the option period, they
will be recorded in AZM's name;
11. After the formation of the joint venture contemplated by the provisions of
paragraphs 4 and 7 herein, any non-participating party's interest shall be
diluted from time to time in accordance with this formula:
Initial, Actual and Deemed Expenditures of a party
---------------------------------------------------------------- X100=%
Total, Initial, Actual and Deemed Expenditures of both parties
12. When a party's interest has been reduced to less than 10%, its interest
will be transferred to the other party and converted into a 2% net smelter
returns royalty (in the case of base or precious metals) ["NSR"] or an
additional 1% yellow cake royalty (in the case of uranium concentrate)
["YCR"], defined, calculated and paid in accordance with Schedule B and
Schedule C attached hereto, of which 1% may be bought back for $1,000,000;
13.1 This Letter of Intent is intended to create binding legal relations among
the parties and will enure to the benefit of and be binding upon the
parties hereto and their respective
- 5 -
Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.
successors and assigns as the case may be, until replaced by a formal
option agreement (the "Option Agreement") or the joint venture agreement
(the "Joint Venture Agreement") contemplated in paragraphs 4 and 7 hereof.
Until either of such event, this Letter of Intent will remain binding and
in full force and effect (unless terminated pursuant to the provisions
hereof);
13.2. In addition to the provisions hereof, the formal Option Agreement shall
contain the usual representations and warranties and provisions pertaining
to the respective rights and obligations of the parties and other
provisions standard in the mining industry;
13.3 The parties hereto agree to negotiate, in good faith, the Joint Venture
Agreement containing the material terms described in Schedule F attached
hereto;
14. For greater clarity, the following expressions are defined in the
following schedules:
- Schedule B: Net Smelter Returns Royalty
- Schedule C: Yellow Cake Royalty
- Schedule D: Work Expenditures
- Schedule E: Bankable Feasibility Report
- Schedule F: Material Terms of the Joint Venture Agreement
15. Currency shall be in Canadian dollars; work expenditures shall be net of
federal and provincial taxes;
16.1 This Letter of Intent, the Option Agreement and the Joint Venture
Agreement shall be interpreted in accordance with the laws of the Province
of Quebec and shall enure to the benefit of and be binding upon Optionor
and Optionee and their respective successors and permitted assigns and the
Optionor and Optionee hereby irrevocably attorn to the exclusive
jurisdiction of the courts in the Province of Quebec;
16.2 In the event that any dispute arising out of this Letter of Intent cannot
be resolved by agreement of the parties, a representative of an
independent professional engineering firm
- 6 -
Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.
that is mutually acceptable to the parties, or failing agreement, an
individual appointed by the President of the Mining Association of Quebec
(the "Mediator") shall make the final decision and determination of the
dispute so long as the parties have first placed before the Mediator all
submissions, documentation or data relating to the dispute; the costs of
such mediation shall be shared by the parties equally;
16.3 In the event that the parties are unable to negotiate and conclude a Joint
Venture Agreement, satisfactory to both parties, as contemplated by
paragraph 13.3 hereof, the parties agree to refer the unresolved issues to
a Mediator, appointed in the manner set out in paragraph 16.2 above, for
the purpose of having the Mediator assist the parties to negotiate the
issues and to finalize and conclude an appropriate Joint Venture
Agreement; the costs of such mediation shall be shared by the parties
equally;
16.4 Until such date as the Optionee has earned an initial 50% undivided
interest in the Property, the rights and obligations of the parties
created by this Letter Agreement are not assignable by any party without
the prior written consent of the other party, not to be unreasonably
withheld, except for any transfer or assignment to a wholly owned
subsidiary of the party or pursuant to an amalgamation, merger, or
corporate reorganization or arrangement of the party; thereafter, consent
will not be required;
16.5 The obligations of the Optionee under this Letter of Intent, including
non-binding obligations to take or complete actions or to make Work
Expenditures within a specified time period, shall be suspended for the
period that performance is prevented by any cause, whether foreseeable or
unforeseeable, beyond the reasonable control of the Optionee (except for
the inability of the Optionee to raise financing or the financial
circumstances of the Optionee), including without limitation, labour
disputes, strikes, lockouts or other labour unrest (howsoever arising and
whether or not employee demands are reasonable or within the power of the
party concerned to grant), acts of God, laws, regulations, orders,
proclamations, instructions or requests of any government entity that
significantly affect the capacity of the Optionee to conduct its
exploration activities on the Property, failure or inability to obtain on
reasonably acceptable terms any mining licence or other necessary
authorisations or approvals from public authorities, curtailment or
suspension of activities to remedy or avoid an actual or alleged, present
or prospective violation of any environmental requirements, acts of a
public enemy, acts of public violence, civil disorder, acts of war or
conditions arising out of or attributable to war whether declared or
undeclared, riot, civil war, insurrection or rebellion, fire, explosion,
natural disaster or other adverse conditions, or acts of state or any act
of a political nature that affects or may affect the successful
exploration or development of the Property. The
- 7 -
Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.
Optionee shall promptly give notice to the Optionor of the suspension of
performance stating therein the nature of the suspension, the reason
therefor and the expected duration thereof. The Optionee shall resume
performance as soon as reasonably possible;
16.6 This Letter of Intent may be executed by the parties in separate
counterparts and by facsimile, and each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument;
16.7 Any notice or writing required or permitted to be given under this
Agreement or any communication otherwise made in respect of this Letter of
Intent (a "Notice") shall be sufficiently given if delivered or
transmitted by facsimile or another form of electronic communication
tested prior to transmission to such party:
(a) In the case of a Notice to Northwestern Mineral Ventures Inc. at:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Chairman & CEO
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) In the case of a Notice to Azimut Exploration Inc.
▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Attention: Dr. ▇▇▇▇-▇▇▇▇ Lulin, President & CEO
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
17. DUE DILIGENCE PHASE. Upon execution of this Letter of Intent by the
Optionor, the Optionee shall have a period of 30 days thereafter to
complete its own due diligence of the Property, which will include full
access to the data on the North Rae Uranium Project in Quebec (the
"Property"). The Optionor shall cooperate to the best of its ability to
provide to the Optionee access to the available data on the Property;
18. COSTS. Each of the parties shall be responsible for their own costs
relating to the Option Agreement and related legal and due diligence
expenses;
- 8 -
Letter of Intent - North Rae Property, Quebec
Azimut Exploration Inc. and Northwestern Mineral Ventures Inc.
19. This Letter of Intent is subject to the prior acceptance for filing by the
TSX Venture Exchange on behalf of the Optionee. The Optionee will use its
best efforts to obtain such acceptance within thirty (30) days of the
execution of this Letter of Intent, failing which this Letter of Intent
will be terminated and of no further force or effect.
NORTHWESTERN MINERAL VENTURES INC. AZIMUT EXPLORATION INC.
Per: _______________________________ Per: _______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇▇▇ LULIN,
PRESIDENT PRESIDENT & CEO
- 9 -
SCHEDULE A
LIST OF CLAIMS COMPRISING THE PROPERTY AND CLAIM MAP
LIST OF CLAIMS
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae A 24I11 5 1 44.79
North Rae A 24I11 5 2 44.79
North Rae A 24I11 5 3 44.79
North Rae A 24I11 5 4 44.79
North Rae A 24I11 5 5 44.79
North Rae A 24I11 6 1 44.78
North Rae A 24I11 6 2 44.78
North Rae A 24I11 6 3 44.78
North Rae A 24I11 6 4 44.78
North Rae A 24I11 6 5 44.78
North Rae A 24I11 7 1 44.77
North Rae A 24I11 7 2 44.77
North Rae A 24I11 7 3 44.77
North Rae A 24I11 7 4 44.77
North Rae A 24I11 8 1 44.76
North Rae A 24I11 8 2 44.76
North Rae A 24I11 9 1 44.75
North Rae A 24I12 5 56 44.79
North Rae A 24I12 5 57 44.79
North Rae A 24I12 5 58 44.79
North Rae A 24I12 5 59 44.79
North Rae A 24I12 5 60 44.79
North Rae A 24I12 6 56 44.78
North Rae A 24I12 6 57 44.78
North Rae A 24I12 6 58 44.78
North Rae A 24I12 6 59 44.78
North Rae A 24I12 6 60 44.78
North Rae A 24I12 7 53 44.77
North Rae A 24I12 7 54 44.77
North Rae A 24I12 7 55 44.77
North Rae A 24I12 7 56 44.77
North Rae A 24I12 7 57 44.77
North Rae A 24I12 7 58 44.77
North Rae A 24I12 7 59 44.77
North Rae A 24I12 7 60 44.77
North Rae A 24I12 8 53 44.76
North Rae A 24I12 8 54 44.76
North Rae A 24I12 8 55 44.76
North Rae A 24I12 8 56 44.76
North Rae A 24I12 8 57 44.76
North Rae A 24I12 8 58 44.76
North Rae A 24I12 8 59 44.76
- 2 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae A 24I12 8 60 44.76
North Rae A 24I12 9 51 44.75
North Rae A 24I12 9 52 44.75
North Rae A 24I12 9 53 44.75
North Rae A 24I12 9 54 44.75
North Rae A 24I12 9 55 44.75
North Rae A 24I12 9 56 44.75
North Rae A 24I12 9 57 44.75
North Rae A 24I12 9 58 44.75
North Rae A 24I12 9 59 44.75
North Rae A 24I12 9 60 44.75
North Rae A 24I12 10 49 44.74
North Rae A 24I12 10 50 44.74
North Rae A 24I12 10 51 44.74
North Rae A 24I12 10 52 44.74
North Rae A 24I12 10 53 44.74
North Rae A 24I12 10 54 44.74
North Rae A 24I12 10 55 44.74
North Rae A 24I12 10 56 44.74
North Rae A 24I12 10 57 44.74
North Rae A 24I12 10 58 44.74
North Rae A 24I12 10 59 44.74
North Rae A 24I12 10 60 44.74
North Rae A 24I12 11 47 44.73
North Rae A 24I12 11 48 44.73
North Rae A 24I12 11 49 44.73
North Rae A 24I12 11 50 44.73
North Rae A 24I12 11 51 44.73
North Rae A 24I12 11 52 44.73
North Rae A 24I12 11 53 44.73
North Rae A 24I12 11 54 44.73
North Rae A 24I12 11 55 44.73
North Rae A 24I12 11 56 44.73
North Rae A 24I12 11 57 44.73
North Rae A 24I12 11 58 44.73
North Rae A 24I12 11 59 44.73
North Rae A 24I12 12 38 44.72
North Rae A 24I12 12 39 44.72
North Rae A 24I12 12 40 44.72
North Rae A 24I12 12 41 44.72
North Rae A 24I12 12 42 44.72
North Rae A 24I12 12 43 44.72
North Rae A 24I12 12 44 44.72
North Rae A 24I12 12 45 44.72
North Rae A 24I12 12 46 44.72
North Rae A 24I12 12 47 44.72
- 3 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae A 24I12 12 48 44.72
North Rae A 24I12 12 49 44.72
North Rae A 24I12 12 50 44.72
North Rae A 24I12 12 51 44.72
North Rae A 24I12 12 52 44.72
North Rae A 24I12 12 53 44.72
North Rae A 24I12 12 54 44.72
North Rae A 24I12 12 55 44.72
North Rae A 24I12 12 56 44.72
North Rae A 24I12 12 57 44.72
North Rae A 24I12 12 58 44.72
North Rae A 24I12 13 34 44.71
North Rae A 24I12 13 35 44.71
North Rae A 24I12 13 36 44.71
North Rae A 24I12 13 37 44.71
North Rae A 24I12 13 38 44.71
North Rae A 24I12 13 39 44.71
North Rae A 24I12 13 40 44.71
North Rae A 24I12 13 41 44.71
North Rae A 24I12 13 42 44.71
North Rae A 24I12 13 43 44.71
North Rae A 24I12 13 44 44.71
North Rae A 24I12 13 45 44.71
North Rae A 24I12 13 46 44.71
North Rae A 24I12 13 47 44.71
North Rae A 24I12 13 48 44.71
North Rae A 24I12 13 49 44.71
North Rae A 24I12 13 50 44.71
North Rae A 24I12 13 51 44.71
North Rae A 24I12 13 52 44.71
North Rae A 24I12 13 53 44.71
North Rae A 24I12 13 54 44.71
North Rae A 24I12 13 55 44.71
North Rae A 24I12 13 56 44.71
North Rae A 24I12 13 57 44.71
North Rae A 24I12 14 34 44.71
North Rae A 24I12 14 35 44.71
North Rae A 24I12 14 36 44.71
North Rae A 24I12 14 37 44.71
North Rae A 24I12 14 38 44.71
North Rae A 24I12 14 39 44.71
North Rae A 24I12 14 40 44.71
North Rae A 24I12 14 41 44.71
North Rae A 24I12 14 42 44.71
North Rae A 24I12 14 43 44.71
North Rae A 24I12 14 44 44.71
- 4 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae A 24I12 14 45 44.71
North Rae A 24I12 14 46 44.71
North Rae A 24I12 14 47 44.71
North Rae A 24I12 14 48 44.71
North Rae A 24I12 14 49 44.71
North Rae A 24I12 14 50 44.71
North Rae A 24I12 14 51 44.71
North Rae A 24I12 14 52 44.71
North Rae A 24I12 14 53 44.71
North Rae A 24I12 14 54 44.71
North Rae A 24I12 14 55 44.71
North Rae A 24I12 14 56 44.71
North Rae A 24I12 15 34 44.70
North Rae A 24I12 15 35 44.70
North Rae A 24I12 15 36 44.70
North Rae A 24I12 15 40 44.70
North Rae A 24I12 15 41 44.70
North Rae A 24I12 15 42 44.70
North Rae A 24I12 15 43 44.70
North Rae A 24I12 15 44 44.70
North Rae A 24I12 15 45 44.70
North Rae A 24I12 15 46 44.70
North Rae A 24I12 15 47 44.70
North Rae A 24I12 15 48 44.70
North Rae A 24I12 15 49 44.70
North Rae A 24I12 15 50 44.70
North Rae A 24I12 15 51 44.70
North Rae A 24I12 15 52 44.70
North Rae A 24I12 15 53 44.70
North Rae A 24I12 15 54 44.70
North Rae A 24I12 16 34 44.69
North Rae A 24I12 16 35 44.69
North Rae A 24I12 16 36 44.69
North Rae A 24I12 16 37 44.69
North Rae A 24I12 16 40 44.69
North Rae A 24I12 16 41 44.69
North Rae A 24I12 16 42 44.69
North Rae A 24I12 16 43 44.69
North Rae A 24I12 16 44 44.69
North Rae A 24I12 16 45 44.69
North Rae A 24I12 16 46 44.69
North Rae A 24I12 16 47 44.69
North Rae A 24I12 16 48 44.69
North Rae A 24I12 16 49 44.69
North Rae A 24I12 16 50 44.69
North Rae A 24I12 16 51 44.69
- 5 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae A 24I12 16 52 44.69
North Rae A 24I12 17 34 44.68
North Rae A 24I12 17 35 44.68
North Rae A 24I12 17 36 44.68
North Rae A 24I12 17 37 44.68
North Rae A 24I12 17 38 44.68
North Rae A 24I12 17 39 44.68
North Rae A 24I12 17 40 44.68
North Rae A 24I12 17 41 44.68
North Rae A 24I12 17 42 44.68
North Rae A 24I12 17 43 44.68
North Rae A 24I12 17 44 44.68
North Rae A 24I12 17 45 44.68
North Rae A 24I12 17 46 44.68
North Rae A 24I12 17 47 44.68
North Rae A 24I12 17 48 44.68
North Rae A 24I12 17 49 44.68
North Rae A 24I12 17 50 44.68
North Rae A 24I12 17 51 44.68
North Rae A 24I12 17 52 44.68
North Rae A 24I12 17 53 44.68
North Rae A 24I12 17 54 44.68
North Rae A 24I12 17 55 44.68
North Rae A 24I12 17 56 44.68
North Rae A 24I12 18 31 44.67
North Rae A 24I12 18 32 44.67
North Rae A 24I12 18 33 44.67
North Rae A 24I12 18 34 44.67
North Rae A 24I12 18 35 44.67
North Rae A 24I12 18 36 44.67
North Rae A 24I12 18 37 44.67
North Rae A 24I12 18 38 44.67
North Rae A 24I12 18 39 44.67
North Rae A 24I12 18 40 44.67
North Rae A 24I12 18 41 44.67
North Rae A 24I12 18 42 44.67
North Rae A 24I12 18 43 44.67
North Rae A 24I12 18 44 44.67
North Rae A 24I12 18 45 44.67
North Rae A 24I12 18 46 44.67
North Rae A 24I12 18 47 44.67
North Rae A 24I12 18 48 44.67
North Rae A 24I12 18 49 44.67
North Rae A 24I12 18 50 44.67
North Rae A 24I12 18 51 44.67
North Rae A 24I12 18 52 44.67
- 6 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae A 24I12 18 53 44.67
North Rae A 24I12 18 54 44.67
North Rae A 24I12 18 55 44.67
North Rae A 24I12 18 56 44.67
North Rae A 24I12 19 31 44.66
North Rae A 24I12 19 32 44.66
North Rae A 24I12 19 33 44.66
North Rae A 24I12 19 34 44.66
North Rae A 24I12 19 35 44.66
North Rae A 24I12 19 36 44.66
North Rae A 24I12 19 37 44.66
North Rae A 24I12 19 38 44.66
North Rae A 24I12 19 39 44.66
North Rae A 24I12 19 40 44.66
North Rae A 24I12 19 41 44.66
North Rae A 24I12 19 42 44.66
North Rae A 24I12 19 43 44.66
North Rae A 24I12 19 44 44.66
North Rae A 24I12 19 45 44.66
North Rae A 24I12 19 46 44.66
North Rae A 24I12 19 47 44.66
North Rae A 24I12 19 48 44.66
North Rae A 24I12 19 49 44.66
North Rae A 24I12 19 50 44.66
North Rae A 24I12 19 51 44.66
North Rae A 24I12 19 52 44.66
North Rae A 24I12 19 53 44.66
North Rae A 24I12 19 54 44.66
North Rae A 24I12 19 55 44.66
North Rae A 24I12 20 31 44.65
North Rae A 24I12 20 32 44.65
North Rae A 24I12 20 33 44.65
North Rae A 24I12 20 34 44.65
North Rae A 24I12 20 35 44.65
North Rae A 24I12 20 36 44.65
North Rae A 24I12 20 37 44.65
North Rae A 24I12 20 38 44.65
North Rae A 24I12 20 39 44.65
North Rae A 24I12 20 40 44.65
North Rae A 24I12 20 41 44.65
North Rae A 24I12 20 42 44.65
North Rae A 24I12 20 43 44.65
North Rae A 24I12 20 44 44.65
North Rae A 24I12 20 45 44.65
North Rae A 24I12 20 46 44.65
North Rae A 24I12 20 47 44.65
- 7 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae A 24I12 20 48 44.65
North Rae A 24I12 20 49 44.65
North Rae A 24I12 20 50 44.65
North Rae A 24I12 20 51 44.65
North Rae A 24I12 20 52 44.65
North Rae A 24I12 20 53 44.65
North Rae A 24I12 20 54 44.65
North Rae A 24I12 21 34 44.64
North Rae A 24I12 21 35 44.64
North Rae A 24I12 21 36 44.64
North Rae A 24I12 21 37 44.64
North Rae A 24I12 21 38 44.64
North Rae A 24I12 21 39 44.64
North Rae A 24I12 21 40 44.64
North Rae A 24I12 21 41 44.64
North Rae A 24I12 21 42 44.64
North Rae A 24I12 21 43 44.64
North Rae A 24I12 21 44 44.64
North Rae A 24I12 21 45 44.64
North Rae A 24I12 21 50 44.64
North Rae A 24I12 21 51 44.64
North Rae A 24I12 21 52 44.64
North Rae A 24I12 21 53 44.64
North Rae A 24I12 22 33 44.63
North Rae A 24I12 22 34 44.63
North Rae A 24I12 22 35 44.63
North Rae A 24I12 22 36 44.63
North Rae A 24I12 22 37 44.63
North Rae A 24I12 22 38 44.63
North Rae A 24I12 22 39 44.63
North Rae A 24I12 22 40 44.63
North Rae A 24I12 22 41 44.63
North Rae A 24I12 22 42 44.63
North Rae A 24I12 22 43 44.63
North Rae A 24I12 22 50 44.63
North Rae A 24I12 22 51 44.63
North Rae A 24I12 23 31 44.62
North Rae A 24I12 23 32 44.62
North Rae A 24I12 23 33 44.62
North Rae A 24I12 23 34 44.62
North Rae A 24I12 23 35 44.62
North Rae A 24I12 23 36 44.62
North Rae A 24I12 23 37 44.62
North Rae A 24I12 23 38 44.62
North Rae A 24I12 23 39 44.62
North Rae A 24I12 23 40 44.62
- 8 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae A 24I12 23 41 44.62
North Rae A 24I12 23 49 44.62
North Rae A 24I12 23 50 44.62
North Rae A 24I12 23 51 44.62
North Rae A 24I12 24 31 44.61
North Rae A 24I12 24 32 44.61
North Rae A 24I12 24 33 44.61
North Rae A 24I12 24 34 44.61
North Rae A 24I12 24 35 44.61
North Rae A 24I12 24 36 44.61
North Rae A 24I12 24 37 44.61
North Rae A 24I12 24 38 44.61
North Rae A 24I12 24 49 44.61
North Rae A 24I12 24 50 44.61
North Rae A 24I12 24 51 44.61
North Rae B 24I05 30 34 44.84
North Rae B 24I05 30 35 44.84
North Rae B 24I05 30 36 44.84
North Rae B 24I05 30 37 44.84
North Rae B 24I05 30 38 44.84
North Rae B 24I05 30 18 44.84
North Rae B 24I05 30 19 44.84
North Rae B 24I05 30 20 44.84
North Rae B 24I05 30 21 44.84
North Rae B 24I05 30 24 44.84
North Rae B 24I05 30 25 44.84
North Rae B 24I05 30 26 44.84
North Rae B 24I05 30 27 44.84
North Rae B 24I05 30 28 44.84
North Rae B 24I05 30 29 44.84
North Rae B 24I05 30 30 44.84
North Rae B 24I05 30 31 44.84
North Rae B 24I05 30 32 44.84
North Rae B 24I05 30 33 44.84
North Rae B 24I12 1 38 44.83
North Rae B 24I12 1 14 44.83
North Rae B 24I12 1 15 44.83
North Rae B 24I12 1 16 44.83
North Rae B 24I12 1 17 44.83
North Rae B 24I12 1 18 44.83
North Rae B 24I12 1 19 44.83
North Rae B 24I12 1 20 44.83
North Rae B 24I12 1 21 44.83
North Rae B 24I12 1 22 44.83
North Rae B 24I12 1 23 44.83
North Rae B 24I12 1 24 44.83
- 9 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae B 24I12 1 25 44.83
North Rae B 24I12 1 26 44.83
North Rae B 24I12 1 27 44.83
North Rae B 24I12 1 28 44.83
North Rae B 24I12 1 29 44.83
North Rae B 24I12 1 30 44.83
North Rae B 24I12 1 31 44.83
North Rae B 24I12 1 32 44.83
North Rae B 24I12 1 33 44.83
North Rae B 24I12 1 34 44.83
North Rae B 24I12 1 35 44.83
North Rae B 24I12 1 36 44.83
North Rae B 24I12 1 37 44.83
North Rae B 24I12 2 38 44.82
North Rae B 24I12 2 15 44.82
North Rae B 24I12 2 16 44.82
North Rae B 24I12 2 17 44.82
North Rae B 24I12 2 18 44.82
North Rae B 24I12 2 19 44.82
North Rae B 24I12 2 20 44.82
North Rae B 24I12 2 21 44.82
North Rae B 24I12 2 22 44.82
North Rae B 24I12 2 23 44.82
North Rae B 24I12 2 24 44.82
North Rae B 24I12 2 25 44.82
North Rae B 24I12 2 26 44.82
North Rae B 24I12 2 27 44.82
North Rae B 24I12 2 28 44.82
North Rae B 24I12 2 29 44.82
North Rae B 24I12 2 30 44.82
North Rae B 24I12 2 31 44.82
North Rae B 24I12 2 32 44.82
North Rae B 24I12 2 33 44.82
North Rae B 24I12 2 34 44.82
North Rae B 24I12 2 35 44.82
North Rae B 24I12 2 36 44.82
North Rae B 24I12 2 37 44.82
North Rae B 24I12 3 38 44.81
North Rae B 24I12 3 17 44.81
North Rae B 24I12 3 18 44.81
North Rae B 24I12 3 19 44.81
North Rae B 24I12 3 21 44.81
North Rae B 24I12 3 22 44.81
North Rae B 24I12 3 23 44.81
North Rae B 24I12 3 24 44.81
North Rae B 24I12 3 25 44.81
- 10 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae B 24I12 3 26 44.81
North Rae B 24I12 3 27 44.81
North Rae B 24I12 3 28 44.81
North Rae B 24I12 3 29 44.81
North Rae B 24I12 3 30 44.81
North Rae B 24I12 3 31 44.81
North Rae B 24I12 3 32 44.81
North Rae B 24I12 3 33 44.81
North Rae B 24I12 3 34 44.81
North Rae B 24I12 3 35 44.81
North Rae B 24I12 3 36 44.81
North Rae B 24I12 3 37 44.81
North Rae B 24I12 4 38 44.80
North Rae B 24I12 4 19 44.80
North Rae B 24I12 4 20 44.80
North Rae B 24I12 4 21 44.80
North Rae B 24I12 4 22 44.80
North Rae B 24I12 4 23 44.80
North Rae B 24I12 4 24 44.80
North Rae B 24I12 4 25 44.80
North Rae B 24I12 4 26 44.80
North Rae B 24I12 4 27 44.80
North Rae B 24I12 4 28 44.80
North Rae B 24I12 4 29 44.80
North Rae B 24I12 4 30 44.80
North Rae B 24I12 4 31 44.80
North Rae B 24I12 4 32 44.80
North Rae B 24I12 4 33 44.80
North Rae B 24I12 4 34 44.80
North Rae B 24I12 4 35 44.80
North Rae B 24I12 4 36 44.80
North Rae B 24I12 4 37 44.80
North Rae B 24I12 5 38 44.79
North Rae B 24I12 5 21 44.79
North Rae B 24I12 5 22 44.79
North Rae B 24I12 5 23 44.79
North Rae B 24I12 5 24 44.79
North Rae B 24I12 5 25 44.79
North Rae B 24I12 5 26 44.79
North Rae B 24I12 5 27 44.79
North Rae B 24I12 5 28 44.79
North Rae B 24I12 5 29 44.79
North Rae B 24I12 5 30 44.79
North Rae B 24I12 5 31 44.79
North Rae B 24I12 5 32 44.79
North Rae B 24I12 5 33 44.79
- 11 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae B 24I12 5 34 44.79
North Rae B 24I12 5 35 44.79
North Rae B 24I12 5 37 44.79
North Rae B 24I12 6 38 44.78
North Rae B 24I12 6 23 44.78
North Rae B 24I12 6 24 44.78
North Rae B 24I12 6 25 44.78
North Rae B 24I12 6 26 44.78
North Rae B 24I12 6 27 44.78
North Rae B 24I12 6 28 44.78
North Rae B 24I12 6 29 44.78
North Rae B 24I12 6 30 44.78
North Rae B 24I12 6 31 44.78
North Rae B 24I12 6 32 44.78
North Rae B 24I12 6 33 44.78
North Rae B 24I12 6 37 44.78
North Rae B 24I12 7 25 44.77
North Rae B 24I12 7 26 44.77
North Rae B 24I12 7 27 44.77
North Rae B 24I12 7 28 44.77
North Rae B 24I12 7 29 44.77
North Rae B 24I12 7 30 44.77
North Rae C 24I06 28 24 44.85
North Rae C 24I06 28 25 44.85
North Rae C 24I06 28 26 44.85
North Rae C 24I06 28 27 44.85
North Rae C 24I06 28 28 44.85
North Rae C 24I06 28 29 44.85
North Rae C 24I06 28 30 44.85
North Rae C 24I06 28 31 44.85
North Rae C 24I06 28 32 44.85
North Rae C 24I06 29 24 44.84
North Rae C 24I06 29 25 44.84
North Rae C 24I06 29 26 44.84
North Rae C 24I06 29 27 44.84
North Rae C 24I06 29 28 44.84
North Rae C 24I06 29 29 44.84
North Rae C 24I06 29 30 44.84
North Rae C 24I06 29 31 44.84
North Rae C 24I06 29 32 44.84
North Rae C 24I06 30 14 44.84
North Rae C 24I06 30 15 44.84
North Rae C 24I06 30 16 44.84
North Rae C 24I06 30 17 44.84
North Rae C 24I06 30 18 44.84
North Rae C 24I06 30 19 44.84
- 12 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae C 24I06 30 20 44.84
North Rae C 24I06 30 21 44.84
North Rae C 24I06 30 22 44.84
North Rae C 24I06 30 23 44.84
North Rae C 24I06 30 31 44.84
North Rae C 24I06 30 32 44.84
North Rae C 24I06 30 33 44.84
North Rae C 24I06 30 34 44.84
North Rae C 24I06 30 24 44.84
North Rae C 24I06 30 25 44.84
North Rae C 24I06 30 26 44.84
North Rae C 24I06 30 27 44.84
North Rae C 24I06 30 28 44.84
North Rae C 24I06 30 29 44.84
North Rae C 24I06 30 30 44.84
North Rae C 24I11 1 14 44.83
North Rae C 24I11 1 15 44.83
North Rae C 24I11 1 16 44.83
North Rae C 24I11 1 17 44.83
North Rae C 24I11 1 18 44.83
North Rae C 24I11 1 19 44.83
North Rae C 24I11 1 20 44.83
North Rae C 24I11 1 21 44.83
North Rae C 24I11 1 22 44.83
North Rae C 24I11 1 23 44.83
North Rae C 24I11 1 24 44.83
North Rae C 24I11 1 25 44.83
North Rae C 24I11 1 26 44.83
North Rae C 24I11 1 27 44.83
North Rae C 24I11 1 28 44.83
North Rae C 24I11 1 29 44.83
North Rae C 24I11 1 30 44.83
North Rae C 24I11 1 31 44.83
North Rae C 24I11 1 32 44.83
North Rae C 24I11 1 33 44.83
North Rae C 24I11 1 34 44.83
North Rae C 24I11 1 35 44.83
North Rae C 24I11 1 36 44.83
North Rae C 24I11 1 37 44.83
North Rae C 24I11 2 14 44.82
North Rae C 24I11 2 15 44.82
North Rae C 24I11 2 16 44.82
North Rae C 24I11 2 17 44.82
North Rae C 24I11 2 18 44.82
North Rae C 24I11 2 19 44.82
North Rae C 24I11 2 20 44.82
- 13 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae C 24I11 2 21 44.82
North Rae C 24I11 2 22 44.82
North Rae C 24I11 2 23 44.82
North Rae C 24I11 2 24 44.82
North Rae C 24I11 2 25 44.82
North Rae C 24I11 2 26 44.82
North Rae C 24I11 2 27 44.82
North Rae C 24I11 2 28 44.82
North Rae C 24I11 2 29 44.82
North Rae C 24I11 2 30 44.82
North Rae C 24I11 2 31 44.82
North Rae C 24I11 2 32 44.82
North Rae C 24I11 2 33 44.82
North Rae C 24I11 2 34 44.82
North Rae C 24I11 2 35 44.82
North Rae C 24I11 2 36 44.82
North Rae C 24I11 2 37 44.82
North Rae C 24I11 3 14 44.81
North Rae C 24I11 3 15 44.81
North Rae C 24I11 3 16 44.81
North Rae C 24I11 3 17 44.81
North Rae C 24I11 3 18 44.81
North Rae C 24I11 3 19 44.81
North Rae C 24I11 3 20 44.81
North Rae C 24I11 3 21 44.81
North Rae C 24I11 3 22 44.81
North Rae C 24I11 3 23 44.81
North Rae C 24I11 3 24 44.81
North Rae C 24I11 3 25 44.81
North Rae C 24I11 3 26 44.81
North Rae C 24I11 3 27 44.81
North Rae C 24I11 3 28 44.81
North Rae C 24I11 3 29 44.81
North Rae C 24I11 3 30 44.81
North Rae C 24I11 3 31 44.81
North Rae C 24I11 3 32 44.81
North Rae C 24I11 3 33 44.81
North Rae C 24I11 3 34 44.81
North Rae C 24I11 3 35 44.81
North Rae C 24I11 3 36 44.81
North Rae C 24I11 3 37 44.81
North Rae C 24I11 4 14 44.80
North Rae C 24I11 4 15 44.80
North Rae C 24I11 4 16 44.80
North Rae C 24I11 4 17 44.80
North Rae C 24I11 4 18 44.80
- 14 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae C 24I11 4 19 44.80
North Rae C 24I11 4 20 44.80
North Rae C 24I11 4 21 44.80
North Rae C 24I11 4 22 44.80
North Rae C 24I11 4 23 44.80
North Rae C 24I11 4 24 44.80
North Rae C 24I11 4 25 44.80
North Rae C 24I11 4 26 44.80
North Rae C 24I11 4 27 44.80
North Rae C 24I11 4 28 44.80
North Rae C 24I11 4 29 44.80
North Rae C 24I11 4 30 44.80
North Rae C 24I11 4 31 44.80
North Rae C 24I11 4 32 44.80
North Rae C 24I11 4 33 44.80
North Rae C 24I11 4 34 44.80
North Rae C 24I11 4 35 44.80
North Rae C 24I11 4 36 44.80
North Rae C 24I11 4 37 44.80
North Rae C 24I11 4 38 44.80
North Rae C 24I11 4 39 44.80
North Rae C 24I11 4 40 44.80
North Rae C 24I11 5 16 44.79
North Rae C 24I11 5 17 44.79
North Rae C 24I11 5 18 44.79
North Rae C 24I11 5 19 44.79
North Rae C 24I11 5 20 44.79
North Rae C 24I11 5 21 44.79
North Rae C 24I11 5 22 44.79
North Rae C 24I11 5 23 44.79
North Rae C 24I11 5 24 44.79
North Rae C 24I11 5 25 44.79
North Rae C 24I11 5 26 44.79
North Rae C 24I11 5 27 44.79
North Rae C 24I11 5 28 44.79
North Rae C 24I11 5 29 44.79
North Rae C 24I11 5 30 44.79
North Rae C 24I11 5 31 44.79
North Rae C 24I11 5 32 44.79
North Rae C 24I11 5 33 44.79
North Rae C 24I11 5 34 44.79
North Rae C 24I11 5 35 44.79
North Rae C 24I11 5 36 44.79
North Rae C 24I11 5 37 44.79
North Rae C 24I11 5 38 44.79
North Rae C 24I11 5 39 44.79
- 15 -
PROPRIETE BLOC SNRC RANG COL HECTARES
North Rae C 24I11 5 40 44.79
North Rae C 24I11 6 21 44.78
North Rae C 24I11 6 22 44.78
North Rae C 24I11 6 23 44.78
North Rae C 24I11 6 24 44.78
North Rae C 24I11 6 25 44.78
North Rae C 24I11 6 26 44.78
North Rae C 24I11 6 27 44.78
North Rae C 24I11 6 28 44.78
North Rae C 24I11 6 29 44.78
North Rae C 24I11 6 30 44.78
North Rae C 24I11 6 31 44.78
North Rae C 24I11 6 32 44.78
North Rae C 24I11 6 33 44.78
North Rae C 24I11 6 34 44.78
North Rae C 24I11 7 14 44.77
North Rae C 24I11 7 15 44.77
North Rae C 24I11 7 16 44.77
North Rae C 24I11 7 17 44.77
North Rae C 24I11 7 18 44.77
North Rae C 24I11 7 19 44.77
North Rae C 24I11 7 20 44.77
North Rae C 24I11 7 21 44.77
North Rae C 24I11 7 22 44.77
North Rae C 24I11 7 23 44.77
North Rae C 24I11 7 24 44.77
North Rae C 24I11 7 25 44.77
North Rae C 24I11 7 26 44.77
SCHEDULE B
NET SMELTER RETURNS ROYALTY
1. For the purpose of this Schedule, "Agreement" shall mean the Agreement to
which this Schedule is attached, "Owner" shall mean the party paying a
percentage of Net Smelter Returns pursuant to the Agreement, "Holder"
shall mean the party or parties receiving a percentage of Net Smelter
Returns pursuant to the Agreement and other capitalized terms shall have
the meanings assigned to them in the Agreement.
2. For the purposes hereof, the term "Net Smelter Returns" shall, subject to
paragraph 3, 4, 5, and 6 below, mean gross revenues received from the sale
by the Owner of all ore mined from the Property and from the sale by the
Owner of concentrate, dore, metal and products derived from ore mined from
the Property, after deduction of the following:
(a) all smelting and refining costs, sampling, assaying and treatment
charges and penalties including but not limited to metal losses,
penalties for impurities and charges for refining, selling and
handling by the smelter, refinery or other purchaser (including
price participation charges by smelters and/or refiners); and
(b) costs of handling, transporting, securing and insuring such material
from the Property or from a concentrator, whether situated on or off
the Property, to a smelter, refinery or other place of treatment,
and in the case of gold or silver concentrates or dore, security
costs; and
(c) sales and other taxes based upon sales or production, but not income
taxes pursuant to federal, provincial or territorial tax
legislation; and
(d) marketing costs, including sales commissions, incurred in selling
ore mined from the Property and from concentrate, dore, metal and
products derived from ore mined from the Property.
3. (a) Where revenue otherwise to be included under this Schedule is
received by the Owner in a transaction with a party with whom it is
not dealing at arm's length, the revenue to be included shall be
based on the fair market value under the circumstances and at the
time of the transaction.
(b) Where a cost otherwise deductible under this Schedule is incurred by
the Owner in a transaction with a party with whom it is not dealing
at arm's length, the cost to be deducted shall be the fair market
cost under the circumstance and at the time of the transaction.
4. For the purpose of determining Net Smelter Returns, all receipts and major
disbursements in a currency other than Canadian shall be converted into
Canadian currency on the day of receipt or disbursement, as the case may
be, and all other disbursements in a currency other than Canadian shall be
converted into Canadian currency at the average rate for the month of
disbursement determined using the Bank of Canada noon rates.
- 2 -
5. The Owner may, but shall not be under any duty to, engage in price
protection (hedging) or speculative transactions such as futures contracts
and commodity options in its sole discretion covering all or part of
production from the Property. None of the revenues, costs, profits or
losses from such transactions shall be taken into account in calculating
Net Smelter Returns or any interest therein.
6. If the Property is brought into production, it may be operated as a single
operation with other mining properties owned by third parties or in which
the Owner has an interest, in which event, the parties agree that
(notwithstanding separate ownership thereof) ores mined from the mining
properties (including the Property) may be blended at the time of mining
or at any time thereafter, provided, however, that the respective mining
properties shall bear and have allocated to them their proportionate part
of costs described in paragraph 2(a) to 2(d) above incurred relating to
the single operation, and shall have allocated to each of them the
proportionate part of the revenues earned relating to such single
operation. In making any such allocation, effect shall be given to the
tonnages and location of ore and other material mined and beneficiated and
the characteristics of such material including the metal content of ore
removed from, and to any special charges relating particularly to ore,
concentrates or other products or the treatment thereof derived from, any
of such mining properties.
The Owner shall ensure that practices and procedures in accordance with
industry practice are adopted and employed for weighing, determining
moisture content, sampling and assaying and determining recovery factors.
7. Payments of a percentage of Net Smelter Returns shall be made to the
Holder within 30 days after the end of each calendar quarter in which Net
Smelter Returns, as determined on the basis of final adjusted invoices,
are received by the Owner. All such payments shall be made in Canadian
dollars.
8. After the year in which production is commenced on the Property, the
Holder receiving a percentage of Net Smelter Returns from the Owner shall
be provided annually on or before March 31st with a copy of the
calculation of Net Smelter Returns, determined in accordance with this
Schedule, for the preceding calendar year, certified correct by a senior
officer of the Owner.
9. The Holder may, on or before April 30th of any year, give written notice
to the Owner requiring an audit. The Owner shall then arrange for the
external auditors of the Owner to carry out an audit at the sole expense
of the Holder subject to reimbursement as described below and a copy of
the auditor's report shall be provided to the Owner and Holder promptly
upon completion of the audit. The auditor's report shall be subject to
such qualifications the auditor wishes to make, if any, and shall cover
the calendar year ending on December 31 of the year immediately preceding
the year of the notice.
- 3 -
If it is determined that the amount of Net Smelter Returns which should
have been paid by the Owner to the Holder is different from the amount of
Net Smelter Returns determined and paid to the Holder in accordance with
this paragraph, the calculation of Net Smelter Returns for the audited
period shall be amended to agree with the auditor's determination; and:
(a) if the result is a net increase in payment due to the Holder in
respect of the interest in Net Smelter Returns, the Owner shall pay
promptly the amount of such net increase to the Holder; and
(b) if the result is a net decrease in payment due to the Holder the
Holder shall refund promptly such overpayment to the Owner.
The Owner shall retain the books and records relating to the Property for
the current year and for the three calendar years prior to the current
year. In the event of the termination of the interest in Net Smelter
Returns, the Owner shall, for a period of thirty-six months following the
date of such termination, retain the books and records relating to the
Property for the year in which termination occurs and the three
immediately prior calendar years. The Owner's books and records no longer
required to meet the obligations of this paragraph may be destroyed.
10. Nothing contained in the Agreement or any Schedule attached thereto shall
be construed as conferring upon the Holder any right to or beneficial
interest in the Property. The right to receive a percentage of Net Smelter
Returns from the Owner as and when due is and shall be deemed to be a
contractual right only. Furthermore, the right to receive a percentage of
Net Smelter Returns by the Holder from the Owner as and when due shall not
be deemed to constitute the Owner the partner, agent or legal
representative of the Holder or to create any fiduciary relationship
between them for any purpose whatsoever.
11. The Owner shall be entitled to (i) make all operational decisions with
respect to the methods and extend of mining and processing of ore,
concentrate, dore, metal and products produced from the Property (for
example, without limitation, the decision to process by heap leaching
rather than conventional milling), (ii) make all decisions relating to
sales of such ore, concentrate, dore, metal and products produced and
(iii) make all decisions concerning temporary or long-term cessation of
operations.
SCHEDULE C
YELLOW CAKE ROYALTY
Excepting and reserving unto the Optionor, a royalty (the "Royalty") equal to
two percent (2%) of the proceeds from the sale or other disposition of all
uranium oxide (commonly called "Yellow Cake"), received from any purchaser of
any Yellow Cake derived from the ore mined from the Claims after deducting
therefrom all charges and penalties (imposed by the purchaser) and the cost of
transportation to any processing facility after creation of Yellow Cake,
insurance premiums, sampling and assaying charges incurred after the Yellow Cake
concentrates have left the concentrator and all appropriate sales taxes. If
minerals other than uranium oxide are mined and sold from the Claims, the
Royalty provided herein shall likewise apply to such minerals and shall be
calculated as set forth above based on payment received from a purchaser after
the creation of a concentrate or otherwise marketable product. In no case shall
the cost of mining, transportation or concentrating costs prior to the creation
of the first marketable produced be deducted from the selling price in the
calculation of Royalty. If any portion of the Yellow Cake or other minerals
extracted and derived from the ore mined from the Claims are sold to a purchaser
owned or controlled by the Optionee or treated by a facility owned or controlled
by the Optionee, the actual proceeds received shall be deemed to be an amount
equal to what could be obtained from a purchaser or facility not so owned or
controlled by the Optionee after deducting therefrom a charge equal to the
transportation cost which would have been incurred had the material been
transported to such third party.
The Royalty reserved herein shall be subject to the following:
1. Payment of Royalty
a. Frequency of Payment of Royalty. Payment of Royalty hereunder shall be due
and payable within thirty (30) business days after the sale proceeds are
received from any purchaser of Yellow Cake or other minerals mined from the
Claims.
b. Method of Making Payments. All payments required hereunder may be mailed
or delivered to any single depository as the Optionor may instruct. If the
Optionee makes a payment or payments on account of the Royalty in accordance
with the provisions of this instrument, it will have no further responsibility
for distribution of the Royalty. All charges of the agent, trustee or depository
will be borne solely by the parties receiving payments of Royalty. The delivery
or the deposit in the mail of any payment hereunder on or before the due date
thereof shall be deemed timely payment hereunder.
2. Records and Reports
a. Records, Inspection and Audit. Within ninety (90) days following the end
of each calendar, commencing with the year in which the claims are brought into
commercial production (not inclusive of any bulk sampling programs), the
Optionee shall deliver to the Optionor a statement of the Royalty paid for said
calendar year. The Optionor shall have the right within a period of three (3)
months from receipt of such statements to inspect the Optionee's books and
records relating thereto and to conduct an independent audit of such books and
records at its own cost and expense.
b. Objections. If the Optionor does not request an inspection of Optionee's
books and records during the three-month period referred to in the preceding
paragraph, all payments of Royalty for the annual period will be considered
final and in full satisfaction of all obligations of the Optionee with respect
thereto. If the Optionor disputes any calculation of Royalty, the Optionor shall
deliver to the Optionee a written notice (the "Objection Notice") describing and
setting forth a specific objection within sixty (60) days after receipt by the
Optionor of the final statement. If such audit determines that there has
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been a deficiency or an excess in the payment made to the Optionor, such
deficiency or excess will be resolved by adjusting the next payment due
hereunder. The Optionor will pay all the costs and expenses of such audit unless
a deficiency of five (5%) percent or more of the amount due is determined to
exist. The Optionee will pay the costs and expenses of such audit if a
deficiency of five (5%) percent or more of the amount due is determined to
exist. All books and records used and kept by the Optionee to calculate the
Royalty due hereunder will be kept in accordance with generally accepted
accounting principles.
c. Evidence of Maintenance of the Claims. Optionee shall deliver to the
Optionor, not later than the date two weeks prior to the date for the payment of
annual claim maintenance fees (currently September 1), evidence that the fee has
been timely paid.
3. Inurement
The Royalty reserved herein shall run with the land and be binding on all
subsequent owners of the Claims, including any amendments, relocations, patents
of the same or additional or alternative rights to mine as may be conferred by
any changes in the mineral laws of the United States.
4. Assignments by Optionor
Optionor may transfer, pledge, mortgage, charge or otherwise encumber all or any
part of its right, title and interest in and to its Royalty reserved hereunder;
provided, however, that Optionee shall be under no obligation to make its
payments hereunder to such assignee, transferee, pledgee or other third party
until Optionee's receipt of Notice concerning the assignment or transfer.
SCHEDULE D
WORK EXPENDITURES
"Work Expenditures" means all expenses, obligations and liabilities of whatever
kind or nature spent or incurred directly or indirectly by the operator up to
the implementation of the production program, in connection with the exploration
and development of the Property, including, without limiting the generality of
the foregoing, moneys expended in maintaining the Property in good standing and
in applying for and securing one or more mining leases in respect of the
Property, moneys expended in doing and filing assessment work, expenses paid for
or incurred in connection with any program of surface or underground
prospecting, exploring, geophysical, geochemical and geological surveying,
diamond drilling and trenching, drifting, raising and other underground work,
assaying and metallurgical testing and engineering, environmental studies, data
preparation and analysis (including amounts in respect of the provision of data
processing services by the Optionor, as may be requested by the Optionee, from
time to time), submissions to government agencies with respect to production
permits, in acquiring facilities, in making contributions to a contingency fund
required by the operator in paying the fees, wages, salaries, travelling
expenses, and fringe benefits (whether or not required by law) of all persons
engaged in work with respect to and for the benefit of the Property, in paying
for the food, lodging and other reasonable needs of such persons and including a
charge in lieu of overhead, management and other unallocable costs, equal to the
amounts determined.
SCHEDULE E
BANKABLE FEASIBILITY REPORT
"Bankable Feasibility Report" means a detailed report approved by an independent
consultant, showing the feasibility of placing the Property or any part thereof
into commercial production at an acceptable rate of return on capital, in such
form and detail and using such assumptions as to metal prices as are customarily
required by institutional lenders of major stand alone non-recourse financing
for mining projects, including a price sensitivity analysis of costs and metal
prices, and will include a reasonable assessment of the mineable ore reserves
and their amenability to metallurgical treatment, a complete description of the
work, equipment and supplies required to bring such part of the Property into
commercial production and the estimated cost thereof, a description of the
mining methods to be employed and a financial appraisal of the proposed
operations supported by all reasonably necessary information and data including
at least the following:
(i) a description of that part of the Property to be covered by the
proposed mine;
(ii) the estimated recoverable reserves of minerals and the estimated
composition and content thereof;
(iii) the proposed procedure for development, mining and production;
(iv) results of ore amenability tests (if any);
(v) the nature and extent of the facilities proposed to be acquired and
constructed which may include mill facilities, if the size, extent and
location of the ore body makes such mill facilities feasible, in which
event the study will also include a preliminary design for such mill;
(vi) the total costs, including capital budget, which are reasonably
required to purchase, construct and install all structures, machinery
and equipment required for the proposed mine, including a schedule of
timing of such requirements;
(vii) all environmental impact studies and costs and an analysis of the
permitting and environmental liability implications of the projects;
(viii) the period in which it is proposed the Property will be brought to
commercial production;
(ix) such other data and information as are reasonably necessary to
substantiate the existence of an ore deposit of sufficient size and
grade to justify development of a mine, taking into account all
relevant business, tax and other economic considerations; and
(x) working capital requirements for the initial four month operations of
the Property as a mine or such longer period as may be reasonably
justified in the circumstances.
SCHEDULE F
MATERIAL TERMS OF THE JOINT VENTURE AGREEMENT
Pursuant to paragraphs 4 and 7 of the Letter of Intent, the Optionee and the
Optionor agree to execute and deliver a Joint Venture Agreement for the future
exploration and development of the Property on a joint venture basis on the
following material terms:
1. The initial interest of the parties in and to the Property and all
other assets, liabilities, benefits or losses (the "Project") will be as
follows: Optionee as to an 50% undivided interest, and Optionor as to an 50%
undivided interest, as contemplated by the provisions of paragraph 4 of the
Letter of Intent to which this Schedule F is appended, subject to such variation
as may result from the operation of the provisions of paragraph 7 of the Letter
of Intent or by the operation of the provisions of paragraphs 6 and 7 of this
Schedule F, set out below.
2. The parties will form a management committee consisting of one
member appointed by each party (the "Management Committee"). The Management
Committee will have the power and authority to make binding decisions on behalf
of the parties with respect to the exploration and development of the Property
and the Project as described in any Bankable Feasibility Study, and all matters
incidental thereto, including the approval of annual work programs and budgets
for all development work. All decisions of the Management Committee will be made
by a simple majority of votes, each party having one vote for each one percent
(1%) interest held in the Project. In the event of a tie vote, the Operator will
have a casting or deciding vote.
3. The Management Committee will appoint a person or company to act as
the daily manager and administrator of the exploration and development work on
the Property (the "Operator"), and the first Operator will be the Optionee until
its resignation or removal by the Management Committee.
4. The Operator will prepare and submit for the consideration of the
Management Committee annual work programs and budgets for the exploration and
development work on the Property (collectively the "Programs" and individually a
"Program"). If the Operator has not submitted a Program within sixty (60) days
of any calendar year end, the non-Operator will be entitled to prepare and
submit a Program to the Management Committee for its consideration.
5. Within sixty (60) days following the Management Committee's approval
of a Program, the parties will elect by notice in writing to the Management
Committee to either not participate in the Program, participate in the Program
to the full extent of their cost share, or participate in the Program for an
amount less than their cost share. A party's cost share will be equal to its
proportionate share of cost of a Program based upon its interest held in the
Project. If a party elects to not participate or elects to participate for an
amount less than its cost share, that party will suffer dilution of its interest
in the Property and the Project in accordance with the provisions below.
6. If a party elects not to contribute or elects to contribute less
than its entire cost share, such party's interest in the Project will be reduced
to a percentage equal to the fraction the numerator of which is the total costs
for the Project paid or deemed paid by the party and the
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denominator of which is the total costs for the Project of all parties paid or
deemed paid, multiplied by 100, and the other party's interest will be
accordingly increased. If any party's interest is reduced below ten percent
(10%) by the operation of this paragraph, such party will transfer its remaining
interest in the Project to the other party, and will receive as consideration
therefor either a ten percent (10%) net profits royalty or a 1.5% net smelter
returns royalty at the election of the non-contributing party, made at the time
of the conversion of its interest (if the non-contributing party fails to so
elect within thirty (30) days of the date of conversion, the other party will be
entitled to make the election). "Net profits" from production will be calculated
in accordance with generally accepted accounting principles including deductions
for interest, taxes and royalties (other than income taxes), amortization of
capital expenditures and pre-production expenditures, a reserve for three (3)
months working capital, and a management fee not to exceed fifteen percent (15%)
of operating costs. "Net smelter returns" will be calculated from the gross
receipts received by the contributing party from any smelter or refinery, less
smelter treatment charges, production taxes or royalties, and transportation
expenses to the smelter or other purchaser.
7. The parties electing to contribute to a Program will have thirty
(30) days from receipt of the Operator's invoice to pay their cost share in
proportion to their interest in the Project. If a party fails to pay its cost
share within such time, the defaulting party's interest will suffer dilution in
accordance with the provisions of paragraph 6 above, but at one and one-half (1
1/2) times the normal rate, and the Operator will have a lien upon that party's
share of production to a value equal to one hundred fifty percent (150%) of the
amount in default with interest at twelve percent (12%) per annum calculated
from the date of default to the date of repayment. The Operator will be entitled
to render invoices for costs of a Program in advance, provided that such a
request for an advance does not exceed the estimated cost for the next one (1)
month's operations.
8. The Operator will be entitled to charge the parties a management fee
equal to five percent (5%) of any portion of a Program budget pertaining to work
contracted out by the Operator to third parties and ten percent (10%) of a
Program budget pertaining to work conducted directly by the Operator, three
percent (3%) of all development costs and capital expenditures incurred in
placing the Property in commercial production and two percent (2%) of the
expenditures incurred in operating the Property as a mine.
9. The non-Operator will be entitled to enter upon the Property after
24 hours advance notice to the Operator, at the non-Operator's own risk,
provided that such access is not disruptive to the exploration or mining
activities of the Operator.
10. The following provisions shall be incorporated into the Joint
Venture Agreement.
(a) Each of the parties hereby covenants and agrees that at any time
upon the request of the other party, such party shall do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged
and delivered all such further acts, deeds, assignments, transfers,
conveyances, powers of attorney and assurances as may be required
for the better carrying out and performance of all the terms of this
Agreement.
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(b) The representations, warranties and covenants in this Agreement will
survive any closing or advance of funds and, notwithstanding such
closing or advances, will continue in full force and effect.
(c) Any notice required or permitted to be given or delivery required to
be made to any party may be effectively given or delivered if it is
delivered personally or by telecopy at the addresses or telephone
numbers set out above or to such other address or telephone number
as the party entitled to or receiving such notice may notify the
other party as provided for herein. Delivery shall be deemed to have
been received:
(i) the same day if given by personal service or if transmitted by
fax; and
(ii) the fifth business day next following the day of posting if
sent by regular post.
(d) This Agreement will be governed by and be construed in accordance
with the laws of Quebec.
(e) This Agreement will be binding upon and enure to the benefit of the
parties hereto and their respective heirs and executors and
successors and assigns as the case may be.
(f) This Agreement constitutes the entire agreement between the parties
and supersedes all prior letters of intent, agreements,
representations, warranties, statements, promises, information,
arrangements and understandings, whether oral or written, express or
implied. The recitals and any schedules form a part of and are
incorporated by reference into this Agreement.
(g) No modification or amendment to this Agreement may be made unless
agreed to by the parties thereto in writing.
(h) In the event any provision of this Agreement will be deemed invalid
or void, in whole or in part, by any court of competent
jurisdiction, the remaining terms and provisions will remain in full
force and effect.
(i) Time is of the essence.
(j) This Agreement may be executed in any number of counterparts
with the same effect as if all parties to this Agreement had signed
the same document and all counterparts will be construed together
and will constitute one and the same instrument and any facsimile
signature shall be taken as an original.
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