YELLOWCAKE MINING INC. & STRATHMORE MINERALS CORP. JUNIPER RIDGE PROJECT - OPTION AND JOINT VENTURE AGREEMENT

Item

Heading

Page

1.

INTERPRETATION

1

2.

REPRESENTATIONS, WARRANTIES AND COVENANTS

6

3.

OPTION

7

4.

EXPENDITURE COMMITMENTS

7

5.

TERMINATION OF OPTION

8

6.

TERMINATION PRIOR TO OPERATIVE DATE

9

7.

OBLIGATIONS OF THE OPTIONOR DURING OPTION PERIOD

9

8.

FORMATION OF THE JOINT VENTURE

10

9.

ROYALTY

11

10.

MANAGEMENT COMMITTEE

11

11.

APPOINTMENT OF OPERATOR

13

12.

RIGHTS, DUTIES AND STATUS OF OPERATOR

14

13.

EXPLORATION PROGRAMS

15

14.

FEASIBILITY REPORT

17

15.

ELECTION TO PARTICIPATE AND CONTRIBUTIONS TO CONSTRUCTION COSTS             17

16.

CONSTRUCTION PERIOD

19

17.

OPERATOR'S FEE

22

18.

FINANCING OF MINE COSTS

22

19.

OPERATION OF THE MINE

22

20.

DISTRIBUTION IN KIND

24

- ii -

21.

SURRENDER OF INTEREST

25

22.

TERMINATION OF MINING OPERATIONS

26

23.

THE PROPERTY

27

24.

AREA OF COMMON INTEREST

27

25.

ACCESS TO CONOCO FILES

28

26.

INFORMATION AND DATA

29

27.

LIABILITY OF THE OPERATOR

29

28.

INSURANCE

30

29.

RELATIONSHIP OF PARTIES

30

30.

PARTITION

30

31.

TAXATION

31

32.

FORCE MAJEURE

31

33.

NOTICE

31

34.

WAIVER

32

35.

AMENDMENTS

32

36.

TERM

32

37.

TIME OF ESSENCE

32

38.

ASSIGNMENT - RIGHT OF FIRST ▇▇▇▇▇▇▇

▇▇

▇▇.

SUCCESSORS AND ASSIGNS

33

40.

GOVERNING LAW

33

APPENDIX I

Description of Property

APPENDIX I

Description of Property

APPENDIX II

Royalty

APPENDIX III

Accounting Procedure

THIS AGREEMENT made the 14th day of March, 2007,

1.

INTERPRETATION

1.1

In this Agreement the following words, phrases and expressions will have the following meanings:

(a)

“Accounting Procedure” means the procedure attached to this Agreement as Appendix III.

(b)

“Affiliate” will have the meaning attributed to it in the Canada Business Corporations Act, as amended.

(c)

“Assets” means all tangible and intangible goods, chattels, improvements or other items including, without limiting generality, land, buildings, and equipment but excluding the Property, acquired for or made to the Property after the Effective

(d)

“Completion Date” means the date determined by the Management Committee on which it is demonstrated to the satisfaction of the Management Committee that the preparing and equipping of the Mine is complete and is the date on which commercial production commences.

(e)

“Conoco Files” means the Optionor’s database relating directly or indirectly to potential uranium bearing properties located in the state of Texas.

(f)

“Construction” means every kind of work carried out during the Construction Period by the Operator in accordance with the Feasibility Report and as approved by the Management Committee.

(g)

“Construction Period” means, the date on which one or more Parties elect to contribute its Proportionate Share of Construction Costs, and ending on the Completion Date.

(h)

“Costs” means, except as to Prior Exploration Costs referred to in paragraph 13.6, all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations, recorded by the Operator in accordance with this Agreement and will include all obligations and liabilities incurred or to be incurred with respect to the protection of the environment such as future decommissioning, reclamation and long-term care and monitoring, even if not then due and payable so long as the amounts can be estimated with reasonable accuracy, and whether or not a mine reclamation trust fund has been established. Without limiting generality, the following categories of Costs will have the following meanings:

(i)

“Construction Costs” means those Costs recorded by the Operator during the Construction Period, including, without limitation, permitting costs, development costs, financing costs and the Operator’s fee contemplated in Article 17;

(ii)

“Exploration Costs” means those Costs recorded by the Operator during the Exploration Period, including, without limitation, costs incurred for the Feasibility Report, permitting costs, development costs, and the Operator’s fee contemplated in Article 17;

(iii)

“Mine Costs” includes any Exploration Costs incurred after the Operative Date, and all Construction Costs and Operating Costs; and

(iv)

“Operating Costs” means those Costs recorded by the Operator subsequent to the Completion Date to fund the Mining Operations.

(i)

“Effective Date” means March 15, 2007.

(j)

“Exploration Period” means the period beginning on the Effective Date and ending on the Operational Date.

(k)

“Feasibility Report” means a detailed report, in form and substance sufficient for presentation to arm’s length institutional lenders considering project financing, showing the feasibility of placing any part of the Property into commercial production as a Mine and will include a reasonable assessment of the various categories of 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 and 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 treatment tests (if any);

(v)

the nature and extent of the facilities proposed to be acquired, 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 of implementation;

(viii)

the period in which it is proposed the Property will be brought to commercial production; and

(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 including a cost comparison between purchasing or leasing and renting of facilities and equipment required for the operation of the Property as a Mine.

(l)

“Interest” means an undivided beneficial percentage interest in the Property, the Assets and any Mine, calculated in accordance with this Agreement but does not include the Optionor’s Royalty as set out in Section 9.

(m)

“Joint Venture” will have the meaning attributed to it in paragraph 8.1.

(n)

“Management Committee” means the committee established pursuant to Article 10.

(o)

“Mine” means the workings established and Assets acquired, including, without limiting generality, plant, mill, and concentrator installations, utilities, infrastructure, housing, and other facilities in order to bring the Property into commercial production.

(p)

“Minerals” means any and all ores (and concentrates derived therefrom) and minerals, precious and base, metallic and nonmetallic, in, on or under the Property which may lawfully be explored for, mined and sold.

(q)

“Mining Operations” means every kind of work done by the Operator:

(i)

on or in respect of the Property in accordance with a Program or Operating Plan; or

(ii)

if not provided for in a Program or Operating Plan, unilaterally and in good faith to maintain the Property in good standing, to prevent waste or to otherwise discharge any obligation which is imposed upon it pursuant to this Agreement and in respect of which the Management Committee has not given it directions;

(r)

“Operating Plan” means the annual plan of Mining Operations submitted pursuant to paragraph 19.2.

(s)

“Operative Date” means the date upon which the Optionee becomes entitled to be vested in the entire eighty per cent (80%) interest in the Property, and the Parties enter into a Joint Venture pursuant to paragraph 8.1.

(t)

“Operator” means the Party appointed as the Operator in accordance with Article 11.

(u)

“Option Period” means a period of time commencing on the Effective Date and terminating either upon the Operative Date, or such earlier date as this Agreement is terminated prior to the Operative Date, pursuant to Article 5.

(v)

“Participant” means a Party that is contributing to Exploration Costs or Mine Costs, as the case may be.

(w)

“Party” or “Parties” means the Parties to this Agreement and their respective successors and permitted assigns which become Parties pursuant to this Agreement.

(x)

“Prime Rate” means the rate of interest per annum established from time to time by the CitiBank as its reference rate of interest for the determination of interest rates that the CitiBank will charge to customers of varying degrees of credit worthiness in the United States for American Dollar demand loans made by it in the United States and designated by the CitiBank as its “prime rate”.

(y)

“Program” means the work plan and budget of Mining Operations conducted during the Exploration Period and adopted pursuant to paragraph 13.2.

(z)

“Property” means the mineral properties that are subject to this Agreement on or after the Effective Date, any additional mineral properties that become part of the Property pursuant to this Agreement, the Minerals thereon, all information obtained from Mining Operations and those rights and benefits appurtenant to the Property that are acquired for the purpose of conducting Mining Operations. The Property is more specifically identified in Appendix I.

(aa)

“Proportionate Share” means that share which is equal to a Party’s percentage Interest.

(bb)

“Royalty” means the royalty referred to in Section 9 or paragraph 15.5, as calculated in accordance with Appendix II.

(cc)

“Simple Majority” means a decision made by the Management Committee by more than 50% of the votes represented and entitled to be cast at a meeting thereof.

(dd)

“Special Majority” means a decision made by the Management Committee by more than 66.6% percent of the votes represented and entitled to be cast at a meeting thereof.

(ee)

“$” means US Dollars.

1.2

The words “article”, “paragraph”, “subparagraph”, “herein” and “hereunder” refer to this Agreement. The words “this Agreement” include every Schedule or Appendix attached hereto.

1.3

The captions and the emphases of the defined terms have been inserted for convenience and do not define the scope of any provision.

2.

REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1

Each Party represents and warrants to the other Parties hereto that:

(a)

it is a company duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;

(b)

it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(c)

neither the execution and delivery of this Agreement nor any of the Agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a Party;

(d)

the execution and delivery of this Agreement and the Agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents.

2.2

The Optionor represents and warrants to the Optionee that:

(a)

the Optionor is the legal and beneficial holder of a 100% undivided interest in the Property;

(b)

the Property is free and clear of all liens and encumbrances, and is in good standing under the mining laws of the State of Wyoming and the United States of America;

(c)

to the best of the knowledge of the Optionor, all of the mineral claims comprising the Property have been located in accordance with the mining laws of the State of Wyoming and the United States of America, and in accordance with local customs, rules and regulations; and

(d)

there is no litigation, proceeding or investigation pending or threatened against the Optionor with respect to the Property, nor does the Optionor know, or have any grounds to know after due enquiry, of any basis for any litigation, proceeding or investigation which would affect the Property.

2.3

The representations, warranties and covenants herein­before set out are conditions on which the Parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Property by the Optionee and each Party will indemnify and save the other harmless from all loss, damage, cause, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by them and contained in this Agreement.

3.

OPTION

3.1

The Optionor hereby gives and grants to the Optionee the sole and exclusive right and option to acquire an 80% undivided Interest in the Property, free and clear of all charges, encumbrances and claims, in accordance with the terms of this Agreement (the “Option”).

3.2

During the Option Period, the Optionor, its employees, agents and independent contractors, will have the sole and exclusive right and option to:

(a)

do such prospecting, exploration, development or other work on the Property and there under as the Optionor may consider advisable;

(b)

bring upon and erect upon the Property such Assets as the Optionor may consider advisable; and

(c)

remove from the Property and sell or otherwise dispose of Minerals, but limited only for the purposes of bulk testing and pilot plant operations.

4.

EXPENDITURE COMMITMENTS

4.1

The Option will be exercised by the Optionee:

(a)

by paying the Optionor $500,000 as follows

(i)

$100,000 within 5 business days of the Effective Date ;

(ii)

a further $100,000 on or before the first anniversary of the Effective Date;

(iii)

a further $100,000 on or before the second anniversary of the Effective Date;

(iv)

a further $100,000 on or before the third anniversary of the Effective Date; and

(v)

a further $100,000 on or before the fourth anniversary of the Effective Date;

(b)

by issuing to the Optionor a total of 9,000,000 common shares in capital stock of the Optionee, representing 25% of the pre-funding share structure of the Optionee, and by requiring ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to cancel 56,000,000 restricted affiliate shares in the capital stock of the Optionee; and

(c)

by incurring minimum Exploration Costs of $8,000,000 on the Property, as follows:

(i)

$1,600,000 on or before the first anniversary of the Effective Date;

(ii)

a further $1,600,000 on or before the second anniversary of the Effective Date;

(iii)

a further $1,600,000 on or before the third anniversary of the Effective Date;

(iv)

a further $1,600,000 on or before the fourth anniversary of the Effective Date; and

(v)

a further $1,600,000 on or before the fifth anniversary of the Effective Date.

4.2

Provided the Optionee is not in default of the requirements of 4.1, once the Optionee has incurred:

(a)

$4,000,000 of the $8,000,000 in Exploration Costs set out in sub-paragraph 4.1(c) the Optionee will have immediately acquired an initial 40%, and

(b)

the entire $8,000,000 in Exploration Costs set out in sub-paragraph 4.1(c) the Optionee will have immediately acquired an additional 40% (80% total),

4.3

Until the Optionee has earned in its 80% interest in the Property, the Optionor will keep the Property in good standing, free and clear of all liens and encumbrances resulting from its activities, by the doing and filing of assessment work as described in paragraph 7.2(a).

5.

TERMINATION OF OPTION

5.1

This Agreement and the Option will terminate:

(a)

if the Optionee fails to pay the Five Hundred Thousand Dollars ($500,000) to the Optionor pursuant to subparagraph 4.1(a);

(b)

if the Optionee fails to issue the common shares in accordance with subparagraph 4.1(b);

(c)

if the Optionee fails to incur the Exploration Expenditures pursuant to subparagraph 4.1(c); or

(d)

if the Optionee gives notice in accordance with paragraph 6.1.

6.

TERMINATION PRIOR TO OPERATIVE DATE

6.1

At any time prior to the Operative Date, the Optionee may terminate this Agreement and the Option so long as it is not in default of any of its obligations under this Agreement, by giving 30 days notice in writing to that effect to the Optionor and on receipt of such notice by the Optionor, or if the Option is terminated pursuant to paragraph 5.1, this Agreement will be of no further force or effect provided, however, that the Optionee will:

(a)

have the right and obligation to remove from the Property within six (6) months of the effective date of termination, all equipment erected, installed or brought upon the Property by or at the instance of the Optionee, unless such equipment was erected, installed or brought upon the Property in satisfaction of the Optionee’s obligations to contribute Exploration Costs as set out in subparagraph 4.1(c);

(b)

pay for any environmental clean-up or remediation costs or liability which have been incurred or arise from Mining Operations between the Effective Date up to the date this Agreement is terminated;

(c)

quit claim any interest in the Property to the Optionor; and

(d)

deliver to the Optionor all technical information, surveys, data, reports, and other documents relating to the Property.

7.

OBLIGATIONS OF THE OPTIONOR DURING OPTION PERIOD

7.1

The Parties agree that during the Option Period the Optionor will be the Operator of the Project and will be responsible for all administration, exploration, development and field operations with respect to the exploration and development of the Property.

7.2

During the Option Period the Optionor will:

(a)

maintain in good standing those mineral claims comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof, by the payment of taxes and rentals, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from the Optionor’s activities thereon except those at the time contested in good faith by the Optionor;

(b)

permit the Optionee, or its representative duly authorized in writing, to visit and inspect the Property at all reasonable times and intervals, and data obtained by the Optionor as a result of its operations thereon, provided always that the Optionee or its representative will abide by the rules and regulations laid down by the Optionor relating to matters of safety and efficiency in its operations;

(c)

do all work, and will ensure that all work performed by the Optionor’s contractors on the Property is done in a good and workmanlike fashion and in accordance

(d)

indemnify and save the Optionee harmless in respect of any and all costs, claims, liabilities and expenses arising out of the negligent performance by the Optionor of its activities on the Property;

(e)

indemnify and save the Optionee harmless in respect of any and all costs, claims, liabilities and expenses arising out of Mining Operations which were not approved by the Management Committee in accordance with the terms of this Agreement;

(f)

permit the Optionee, at its own expense, reasonable access to the results of the work done on the Property; and

(g)

deliver to the Optionee, forthwith upon receipt thereof, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of the Optionor with respect to the Property, as well as regular reports as to the expenditures of the Exploration Costs made by the Optionor.

8.

FORMATION OF THE JOINT VENTURE

8.1

Once the Optionee has fulfilled its obligations set out in paragraph 4.1, (the “Operative Date”), the Parties hereby agree:

(a)

the Optionee will have earned its 80% interest in the Property in accordance with paragraph 3.1; and

(b)

to associate and participate in a joint venture operation (the “Joint Venture”) for the purpose of exploring the Property and, if deemed warranted, bringing the Property or a portion thereof into commercial production by establishing and operating a Mine.

8.2

Except as expressly provided in this Agreement, and except for any activities involving or affecting the Area of Common Interest defined in paragraph 24.1, each Party will have the right independently to engage in and receive full benefits from business activities, whether or not competitive with the Joint Venture, without consulting any other Party. The doctrines of “corporate opportunity” or “business opportunity” will not be applied to any other activity, venture or operation of any Party and no Party will have any obligation to another Party with respect to any opportunity to acquire any assets outside of the Property at any time, or within the Property after the termination of this Agreement. Unless otherwise agreed in writing, no Party will have any obligation to mill, beneficiate or otherwise treat any Minerals or any other Party’s share of Minerals in any facility owned or controlled by such Party.

8.3

On the Operative Date, or as soon as reasonably possible thereafter, the Optionor will do all things necessary to effect a transfer of a 80% interest in the Property to the Optionee,

8.4

Except as otherwise provided herein, the Parties will bear all Costs and all liabilities arising under this Agreement (as they relate to the Property only) and will own the Property, the Assets and any Mine all in proportion to their respective Interests.

8.5

On the Operative Date the respective Interests of the Parties will be as follows:

(a)

OPTIONOR

20%, and

(b)

OPTIONEE

80%.

9.

ROYALTY

9.1

In further consideration for the rights granted to the Optionee by the Optionor under this Agreement, the Optionee agrees to pay the Optionor 3% of the Royalty, calculated in accordance with Appendix II, on the Optionee’s share of uranium extracted from the Property after the Completion Date.

10.

MANAGEMENT COMMITTEE

10.1

A Management Committee will be established on or forthwith after the Effective Date. Except as herein otherwise provided, the Management Committee will make all decisions in respect of Mining Operations.

10.2

Each Party will forthwith appoint one representative and one alternate representative to the Management Committee. The alternate representative may act for a Party’s representative in his or her absence.

10.3

The Operator will call a Management Committee meeting at least once every three months, and, in any event within 14 days of being requested to do so by any representative.

10.4

The Operator will give notice, specifying the time and place of, and the agenda for, the meeting to all representatives at least seven days before the time appointed for the meeting. The Management Committee will determine the location of the meetings of the Management Committee having regard to balance of convenience of all Parties. Each agenda for a meeting will include the consideration and approval of the minutes of the immediately preceding meeting of the Management Committee.

10.5

Notice of a meeting will not be required if representatives of all of the Parties are present and unanimously agree upon the agenda.

10.6

A quorum for any Management Committee meeting will be present if a representative of each of the Parties holding an Interest is present. If a quorum is present at the meeting, the Management Committee will be competent to exercise all of the authorities, powers

10.7

Subject to paragraph 10.8 the Management Committee will decide every question submitted to it by consensus, however in the event consensus is not possible, the question will be determined by a vote with each representative being entitled to cast that number of votes which is equal to its Party’s Interest percentage. Other than as is expressly set out herein to the contrary, the Management Committee will make decisions by Simple Majority.

10.8

Notwithstanding anything else in this Agreement, the following decisions of the Management Committee shall require approval of 100% of the votes cast at a duly called meeting:

(a)

any cessation of operations of any mine for a period exceeding 10 days;

(b)

any recommencement of operations after a cessation of operations contemplated in (a) above;

(c)

the disposition of any Assets which have a value in excess of $1 million;

(d)

incurring any liability or obligation not in the ordinary course and not approved in a Program and Budget that exceeds $500,000; and

(e)

settling any law suit or insurance claim.

10.9

The representative and alternate representative of the Operator will be the chair and secretary, respectively, of the Management Committee meeting.

10.10

The secretary of the Management Committee meeting will take minutes of Management Committee meetings and circulate copies thereof to each representative within a reasonable time following the termination of the meeting, and in any event no later than the time of delivery of the notice of the next following meeting of the Management Committee.

10.11

The Management Committee may make decisions by obtaining the consent in writing of the representatives of all Parties. Any decision so made will be as valid as a decision made at a duly called and held meeting of the Management Committee.

10.12

Management Committee decisions made in accordance with this Agreement will be binding upon all of the Parties.

10.13

Each Party will bear the expenses incurred by its representative and alternate representative in attending meetings of the Management Committee.

10.14

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

11.

APPOINTMENT OF OPERATOR

11.1

Subject to paragraph 11.1, Optionor will act as Operator until the Optionee has earned in its 80% interest in the Property. Once the Optionor’s Interest is 20%, the Operator will be selected by the Management Committee by the casting of that number of votes which is equal to each Party’s Interest.

11.2

The Party acting as Operator may resign as Operator on at least 90 days’ notice to all the Parties.

11.3

The Management Committee may, by Special Majority remove the Party acting as Operator, effective the date designated by the Management Committee if:

(a)

that Party makes an assignment for the benefit of its creditors, or consents to the appointment of a receiver for all or substantially all of its property, or files a petition in bankruptcy or is adjudicated bankrupt or insolvent; or

(b)

a court order is entered without that Party’s consent:

(i)

appointing a receiver or trustee for all or substantially all of its property; or

(ii)

approving a petition in bankruptcy or for a reorganization pursuant to the applicable bankruptcy legislation or for any other judicial modification or alteration of the rights of creditors; or

(c)

the Operator is in default under this Agreement and fails to cure such default, or to commence bona fide curative measures, within 30 days of receiving notice of the default from a non-Operator;

(d)

the Operator fails to meet any of its obligations pursuant to section 12; or

(e)

the Operator undergoes a change in “Control” (as hereinafter defined).

11.4

In paragraph 11.3(e), “Control” means the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of the Operator through (i) the legal or beneficial ownership of voting securities, (ii) the right to appoint managers, directors or corporate management, (iii) contract, (iv) operating agreement, (v) voting trust, or otherwise.

11.5

If the Operator resigns or is removed, the Management Committee will thereupon select another Party to become the Operator effective the date established by the Management Committee.

11.6

The new Operator will assume all of the rights, duties, liabilities and status of the previous Operator as provided in this Agreement. The new Operator will have no obligation to hire any employees of the former Operator resulting from this change of Operator.

11.7

Upon ceasing to be Operator, the former Operator will forthwith deliver to the new Operator custody of all Assets, Property, books, records, and other property both real and personal which it prepared or maintained in its capacity as Operator.

11.8

If the Operator resigns or is removed and no other Party consents to act as Operator, the Joint Venture will be terminated and the Party which was the Operator may, if it consents to act, continue to act as Operator to effect the termination and the other Parties will be obligated to fund their respective Proportionate Shares of the Costs incurred.

12.

RIGHTS, DUTIES AND STATUS OF OPERATOR

12.1

The Operator in its operations hereunder will be deemed to be an independent contractor. The Operator will not act or hold itself out as agent for any of the Parties nor make any commitments on behalf of any of the Parties unless specifically permitted by this Agreement or directed in writing by a Party.

12.2

Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator will perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement.

12.3

The Operator will manage and carry out Mining Operations substantially in accordance with Programs, Feasibility Reports, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee and in connection therewith will, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and if it is not reasonably possible, the Operator will notify the Management Committee so soon thereafter as is reasonably possible.

12.4

The Operator will have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to incur the Costs required for that purpose. In so doing the Operator will:

(a)

comply with the provisions of all agreements or instruments of title under which the Property or Assets are held;

(b)

obtain all work permits, environmental approvals, insurances required to carry out exploration and development programs,

(c)

maintain the Property’s mineral leases and rights in good standing,

(d)

pay all Costs properly incurred promptly as and when due;

(e)

keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the Effective Date, those the creation of which is permitted pursuant to this Agreement, or builder’s or mechanic’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same;

(f)

with the approval of the Management Committee prosecute claims and, where a defence is available, defend litigation arising out of the Mining Operations, provided that any Participant may join in the prosecution or defence at its own expense;

(g)

subject to paragraph 24.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing, including, without limiting generality, staking and re-staking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals;

(h)

maintain books of account in accordance with the Accounting Procedure, provided that the judgment of the Operator as to matters related to the accounting, for which provision is not made in the Accounting Procedure, will govern if the Operator’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada;

(i)

perform its duties and obligations hereunder in a sound and workmanlike manner, in accordance with sound mining and engineering practices and other practices customary in the United States mining industry, and in substantial compliance with all applicable federal, state, county and municipal laws, by-laws, ordinances, rules and regulations and this Agreement;

(j)

prepare and deliver the reports provided for in paragraph 26.2; and

(k)

have such additional duties and obligations as the Management Committee may from time to time determine.

13.

EXPLORATION PROGRAMS

13.1

The Operator will prepare draft Programs for consideration by the Management Committee, and approval by the Optionee. Unless otherwise agreed to by the Management Committee, each Program will cover a calendar quarter. The draft Program will contain a statement in reasonable detail of the proposed Mining Operations, estimates of all Exploration Costs to be incurred and an estimate of the time when they will be incurred, and will be delivered to the Optionee by no later than 60 days prior to

13.2

The Optionee will review the draft Program prepared by the Operator, and no later than 30 days after receiving a draft Program, either reject the Program or approve the Program. In the event the Program is rejected the Operator will prepare an alternate Program mutually acceptable to the Optionor and the Operator.

13.3

Once the Program is adopted by the Optionee, the Optionee will fund the Program with the Exploration Costs the Optionee is obligated to make pursuant to subparagraph 4.1(c). The Operator will be entitled to an allowance for a Cost overrun of twenty-five percent (25%) in addition to any budgeted Exploration Costs and any Costs so incurred will be deemed to be included in the Program, as adopted.

13.4

The Operator will be entitled to invoice the Optionee:

(a)

no more frequently than monthly, the Exploration Costs incurred and paid by the Operator in carrying out a Program; or

(b)

60 days in advance of requirements, estimated to be incurred and paid by the Operator in carrying out a Program.

13.5

Unless otherwise directed by the Management Committee, the Operator may suspend or terminate prematurely any Program when the Operator, in good faith, considers that conditions are not suitable for the proper continuation or completion of the Program or the results obtained to that time eliminate or substantially impair the technical rationale on which the Program was based.

13.6

If the Operator suspends or prematurely terminates a Program pursuant to paragraph 13.5, any funds advanced by the Optionee for that Program in excess of the Exploration Costs incurred prior to the suspension or premature termination, and such funds will be refunded within 60 days of the suspension or premature termination. Unless approved by the Optionee, the Operator will be exclusively liable for the payment of all Costs incurred in excess of 125% of any budgeted Exploration Costs.

13.7

In the event Exploration Costs in excess of those required to be contributed by the Optionee, are required to bring the Property to the stage of the Feasibility Report (i.e. after the Operative Date), Exploration Costs will be shared pro-rata in proportion to the Parties respective interests in the Property, and approval, funding etc. of such Programs, will be in accordance with the provisions of Section 15.

14.

FEASIBILITY REPORT

14.1

Except as provided in paragraph 14.2, a Feasibility Report will only be prepared with the approval of:

(a)

the Optionee if it will be funding the Feasibility Report as part of the Exploration Costs, before the Operative Date, or

(b)

the Management Committee, after the Operative Date.

14.2

The Operator will provide copies of the completed Feasibility Report to each of the Parties forthwith upon receipt, together with copies of all of the latest technical data and information generated or received by the Operator from any Programs which is not contained in the Feasibility Report.

14.3

Notwithstanding the provisions of paragraph 14.1, if a Party (the “Proponent”) is of the view that a Feasibility Report should be prepared, such Party will give notice thereof to the Operator and the Operator will call a Management Committee meeting to consider the matter. If the Management Committee fails to approve the preparation of the Feasibility Report supported by the Proponent, the Proponent may, either alone or with other Parties, at its or their sole cost, prepare a Feasibility Report. If such Feasibility Report indicates that production from the Property would be profitable to the Proponent, the Proponent will deliver the Feasibility Report to the Operator who will then call a Management Committee meeting to consider the Proponent’s Feasibility Report. If the Management Committee adopts the Feasibility Report it will become a Feasibility Report for all purposes, and the non-contributing Parties may either pay the Proponent an amount equal to 150% of their respective proportionate costs of the preparation of the Feasibility Report, or will suffer reduction of their respective Interests pursuant to paragraph 15.2.

15.

ELECTION TO PARTICIPATE AND CONTRIBUTIONS TO CONSTRUCTION COSTS

15.1

Each Party with an Interest may, within 6 months of the receipt of the Feasibility Report together with an estimate of Construction Costs, give the Operator notice committing to contribute its Proportionate Share of Construction Costs. If after 6 months from the delivery of the Feasibility Report, a party has either provided the Operator with notice that it will not contribute to Construction Costs, or has not provided any notice at all (hereinafter referred to as the “Departing Participant”), the other party (the “Remaining Participant”) shall be entitled to commence construction and development, in which case it shall be obligated to purchase, and the Departing Participant shall be obligated to sell, the Departing Participant’s Interest, for fair market value, as determined by the procedure set out in paragraph 15.2.

15.2

On the Operative Date, the Parties’ respective Interests and Costs contributed will be deemed to be as follows:

Deemed Costs Up to Operative Date

Interest

OPTIONEE

$ 9,000,000

80%

OPTIONOR

$ 2,250,000

20%

15.3

The fair market value of the Interest of the Departing Participant shall be determined by a panel of two qualified independent investment banking firms one of which shall be retained by the Departing Participant and one of which shall be retained by the Remaining Participant.   Each independent investment banking firm shall submit their determination of fair market value within 90 days from their date of retention.  If the higher determination is not more than 110% of the lower determination, the Fair Market Value shall be the average of the two determinations.  If the higher determination is greater than 110% of the lower determination, the two independent investment banking firms shall appoint a third independent banking firm whose determination of the fair market value of the Departing Participant's Interest shall be the fair market value. The Remaining Participant shall pay the Departing Participant the fair market value for the Departing Participant’s Interest within 90 days from the date the evaluation, or such other date as agreed to between the parties, and the Departing Participant will transfer all of its legal and beneficial title to the Property and Assets upon such payment.

15.4

If after the Parties elect to contribute their Proportionate Share of the Construction Costs, a party fails to do so for any reason, the Interest of each Participant will be increased and that of each Optionor will be decreased as Construction Costs are incurred so that the Interest of each Party at all times is that percentage which is equivalent to

(a)

the sum of (i) its Deemed Costs up to the Operative Date and (ii) its contribution to Construction Costs;

(b)

the sum of (i) the Deemed Costs of the Optionee and the Optionor, and (ii) the total Construction Costs of all the Parties;

(c)

100.

15.5

If the effect of the application of paragraph 15.4 reduces any Party’s Interest to 10% or less, it will forfeit its Interest to the remaining Participants and granted a 3% Royalty.

15.6

Once the Parties elect to contribute their Proportionate Share of the Construction Costs, the Participants will diligently proceed with bringing a Mine into production in substantial conformity with the Feasibility Report. If the Participants fail to commence the implementation of the Feasibility Report within twelve months of Construction Costs being fully committed, (for reasons other than general economic conditions in the mining industry), any Party which forfeited the right to contribute to Construction Costs pursuant to paragraph 15.1 and 15.2 will have the right, exercisable in the 30 days following the expiration of such twelve month period, to reacquire from the Participants not less than all of its Interest as last held, by paying its Proportionate Share of Construction Costs incurred to the end of such twelve month period (together with interest at the Prime Rate plus 2%) to the Participants in proportion to their respective Interests.

15.7

During the twelve-month period referred to in paragraph 15.6, neither the Operator nor any Participant will be obliged to provide any Optionor with the results of any work carried out on the Property, the Participants’ sole obligation during such period being to provide any Optionor, on the written request of such Optionor made only once during the said twelve months, with a summary of the nature of the work carried out and the total Costs thereof.

16.

CONSTRUCTION PERIOD

16.1

Subject to paragraphs 16.7, the Management Committee will cause the Operator to, and the Operator will, proceed with Construction with all reasonable dispatch after a Notice of Election to Contribute has been given. Construction will be substantially in the accordance with the Feasibility Report, subject to the right of the Management Committee to cause such other reasonable variations in Construction to be made as the Management Committee, deems necessary and advisable.

16.2

The Operator will prepare draft Programs for consideration by the Management Committee, and approval by the Optionee. Unless otherwise agreed to by the Management Committee, each Program will cover a calendar year. The draft Program will contain a statement in reasonable detail of the proposed Mining Operations, estimates of all Construction Costs to be incurred and an estimate of the time when they will be incurred, and will be delivered to each Participant by no later than 60 days prior to the period to which the draft Program relates. Each draft Program will be accompanied by such reports and data as are reasonably necessary for each Party to evaluate and assess the results from the Program for the then current year and, to the extent not previously delivered, from earlier Programs.

16.3

The Management Committee will review the draft Program prepared and, if it agrees, adopt the Program with such modifications, if any, as the Management Committee deems necessary. The Operator will be entitled to an allowance for a Cost overrun of 25% in

16.4

Once the Program is adopted by the Parties, the Parties will fund the Program in accordance with their pro-rata interests in the Property. If any Party elects not to contribute to a Program, it will have its Interest diluted in the manner contemplated in paragraphs 15.4 and 15.5.

16.5

The Operator will be entitled to invoice the Parties:

(a)

no more frequently than monthly, the Exploration Costs incurred and paid by the Operator in carrying out a Program; or

(b)

not more than 60 days in advance of requirements, estimated to be incurred and paid by the Operator in carrying out a Program.

16.6

Each invoice will be signed by a financial officer of the Operator. The Parties will pay to the Operator the amount invoiced within 30 days of receipt of the invoice.

16.7

Unless otherwise directed by the Management Committee, the Operator may suspend or terminate prematurely any Program when the Operator, in good faith, considers that conditions are not suitable for the proper continuation or completion of the Program or the results obtained to that time eliminate or substantially impair the technical rationale on which the Program was based.

16.8

If the Operator suspends or prematurely terminates a Program pursuant to paragraph 16.7, any funds advanced by the Optionee for that Program in excess of the Construction Costs incurred prior to the suspension or premature termination, and such funds will be refunded within 60 days of the suspension or premature termination. Unless approved by the Optionee, the Operator will be exclusively liable for the payment of all Costs incurred in excess of 125% of any budgeted Construction Costs.

16.9

If any Participant, after having committed to contribute pursuant to paragraph 16.3, fails to pay an invoice within the 30-day period referred to in paragraph 16.6 the Operator may by notice demand payment. If no payment is made within the period of 30 days next succeeding the receipt of the demand notice, that Participant shall be deemed to have forfeited its right to contribute to any further Costs under this Agreement and it shall be deemed to have elected not to contribute to each Program subsequently conducted and accordingly, shall have its Interest reduced in the manner contemplated in paragraphs 15.3 and 15.5.

16.10

The Operator shall expend all monies advanced by a Participant rateably with the advances of the other Participants. If the Operator suspends or prematurely terminates a Program, any funds advanced by a Participant in excess of that Participant’s Proportionate Share of Construction Costs incurred prior to the suspension or premature termination shall be refunded within 60 days of the suspension or premature termination. Unless approved unanimously by the Management Committee, the Operator shall be

16.11

If any Program is altered, suspended or terminated prematurely so that the Construction Costs incurred on that Program as altered, suspended or terminated are less than 80 percent of the Construction Costs set out in the adopted Program, any Party which elected not to contribute to that Program shall be given notice of the alteration, suspension or termination by the Operator and shall be entitled to contribute its Proportionate Share of the Construction Costs incurred on that Program by payment thereof to the Operator within 30 days after receipt of the notice, but shall not be entitled to review the results of the Program until it has made full payment. If payment is not made by that Party within the 30 days aforesaid it shall forfeit its right to contribute to that Program without a demand for payment being required to be made thereafter by the Management Committee. If payment is made by that Party within the 30 days as aforesaid, the Operator shall distribute the payment to the original Participants pro rata according to their respective contributions to the Program, and shall deliver to the new Participant copies of all data previously delivered to the other Participants with respect to that Program

16.12

If the Operator fails to submit a draft Program or a revised Program for a period of 6 months from the date the last Program expired, the following shall apply:

(a)

the Operator shall not be entitled to submit a draft Program or revised Program for the subject period;

(b)

any Participant other than the Operator, whose Interest is not less than 20% may, within 15 days following the date by which the Operator’s draft Program or revised Program was due, submit a draft Program (the “Non-Operator’s Program”) for the subject period for consideration by the Management Committee;

(c)

the Management Committee shall review the Non-Operator’s Program and, if it deems fit , adopt the Non-Operator’s Program with such modifications, if any, as the Management Committee deems necessary; the adopted Program shall then be submitted to the Parties pursuant to paragraph 16.1;

(d)

if the Operator is a Party and elects to contribute to the Non-Operator’s Program, it shall remain as the Operator for the duration of the Non-Operator’s Program;

(e)

if the Operator is a Party and elects not to contribute to the Non-Operator’s Program, it shall cease to be the Operator for the duration of the Non-Operator’s Program, and the Management Committee shall appoint another Party as Operator; and

(f)

following the completion of the Non-Operator’s Program the former Operator shall, subject to the provisions of paragraphs 11.1 and 11.1, automatically become the Operator.

17.

OPERATOR'S FEE

17.1

The Operator may charge 10% of Costs in return for its overhead functions which are not charged directly.

17.2

Operator’s fees charged on Exploration Costs, and paid by the Optionee, will be also be considered part of the Optionee’s expenditure commitments referred to in sub-paragraph 4.1(c).

18.

FINANCING OF MINE COSTS

18.1

The contributions of the Participants toward the Mine Costs will be individually and separately provided by them.

18.2

Any Party may pledge, mortgage, charge or otherwise encumber its Interest in order to secure moneys borrowed and used by that Party for the sole purpose of enabling it to finance its participation under this Agreement or in order to secure by way of floating charge as a part of the general corporate assets of that Party moneys borrowed for its general corporate purposes, provided that the pledgee, mortgagee, holder of the charge or encumbrance (in this subsection called the “Chargee”) will hold the same subject to the provisions of this Agreement and that if the Chargee realizes upon any of its security it will comply with this Agreement. The Agreement between the Party hereto, as borrower, and the Chargee will contain specific provisions to the same effect as the provisions of this paragraph.

19.

OPERATION OF THE MINE

19.1

Commencing on the Completion Date, all Mining Operations will be planned and conducted and all estimates, reports and statements will be prepared and made on the basis of a calendar year.

19.2

With the exception of the year in which the Completion Date occurs, an Operating Plan for each calendar year will be submitted by the Operator to the Participants not later than November 1 in the year immediately preceding the calendar year to which the Operating Plan relates. Each Operating Plan will contain the following:

(a)

a description of the proposed Mining Operations;

(b)

a detailed estimate of all Mine Costs plus a reasonable allowance for contingencies;

(c)

an estimate of the quantity and quality of the ore to be mined and the concentrates or metals or other products and by-products to be produced; and

(d)

such other facts as may be necessary to reasonably illustrate the results intended to be achieved by the Operating Plan.

19.3

The Management Committee will adopt each Operating Plan, with such changes as it deems necessary, by November 30 in the year immediately preceding the calendar year to which the Operating Plan relates; provided, however, that the Management Committee, by Special Majority, may from time to time and any time amend any Operating Plan.

19.4

The Operator will include in the estimate of Mine Costs referred to in subparagraph 19.2(b) hereof the establishment of a trust or escrow fund providing for the reasonably estimated costs of satisfying continuing obligations that may remain after the permanent termination of Mining Operations, in excess of amounts actually expended. Such continuing obligations are or will be incurred as a result of the Joint Venture and will include such things as monitoring, stabilization, reclamation or restoration obligations, severance and other employee benefit costs and all other obligations incurred or imposed as a result of the Joint Venture which continue or arise after the permanent termination of Mining Operations and the termination of this Agreement and settlement of all accounts. The payment of such continuing obligations will be made on the basis of units of production, and will be in amounts reasonably estimated to provide over the lifetime of proven and probable reserves funds adequate to pay for such reclamation and long term care and monitoring. The Participants will contribute to the trust or escrow fund cash (or provide letters of credit or other forms of security readily convertible to cash in form approved by the Management Committee). The amount contributed from time to time for the satisfaction of such continuing obligations will be classified as Costs hereunder but will be segregated into a separate account.

19.5

The Operator may invoice each Participant, from time to time, for that Participant’s Proportionate Share of Operating Costs incurred to the date of the invoice, or at the beginning of each month for an advance equal to that Participant’s Proportionate Share of the estimated cash disbursements to be made during the month. Each Participant will pay its Proportionate Share of the Operating Costs or the estimated cash disbursements aforesaid to the Operator within 30 days after receipt of the invoice. If the payment or advance requested is not so made, the amount of the payment or advance will bear interest calculated monthly not in advance from the 30th day after the date of receipt of the invoice thereof by that Participant at a rate equivalent to the weighted average Prime Rate for the month plus 2% until paid. The Operator will have a lien on each Participant’s Interest in order to secure that payment or advance together with interest which has accrued thereon.

19.6

If any Participant fails to pay an invoice contemplated in paragraph 19.5 within the 30-day period aforesaid, the Operator may, by notice, demand payment. If no payment is made within 30 days of the Operator’s demand notice, the Operator may, without limiting

(a)

first offering that Interest to the other Participants, if more than one then in proportion to the respective Interests of the Participants who wish to accept that offer, for that price which is the fair market value stated in the lower of two appraisals obtained by the Operator from independent, well recognized appraisers competent in the appraisal of mining properties; and

(b)

if the Participants have not purchased all or part of that Interest as aforesaid, then by selling the balance, if any, either in whole or in part or in separate parcels at public auction or by private tender (the Participants being entitled to bid) at a time and on whatever terms the Operator will arrange, having first given notice to the defaulting Participant of the time and place of the sale.

20.

DISTRIBUTION IN KIND

20.1

It is expressly intended that, the association of the Parties hereto will be limited to the efficient production of Minerals from the Property and related activities, and that each of the Parties will be entitled to use, dispose of or otherwise deal with its Proportionate Share of Minerals as it sees fit. Each Participant will take in kind, f.o.b. truck or railcar on the Property, and separately dispose of its Proportionate Share of the Minerals produced from the Mine. From the time of delivery, each Participant will have ownership of and title to its Proportionate Share of Minerals separate from, and not as tenant in common with, the other Participants, and will bear all risk of loss of Minerals. Extra costs and expenses incurred by reason of the Participants taking in kind and making separate dispositions will be paid by each Participant directly and not through the Operator or Management Committee.

20.2

Each Participant will construct, operate and maintain, all at its own cost and expense, any and all facilities which may be necessary to receive and store and dispose of its Proportionate Share of the Minerals at the rate the same are produced.

20.3

If a Participant has not made the necessary arrangements to take in kind and store its share of production as aforesaid the Operator will, at the sole cost and risk of that Participant store, in any location where it will not interfere with Mining Operations, the

21.

SURRENDER OF INTEREST

21.1

Any Party not in default hereunder may, at any time upon notice, surrender its entire Interest to the other Parties by giving those Parties notice of surrender. The notice of surrender will:

(a)

indicate a date for surrender not less than three months after the date on which the notice is given; and

(b)

contain an undertaking that the surrendering Party will:

(i)

satisfy its Proportionate Share, based on its then Interest, of all obligations and liabilities which arose at any time prior to the date of surrender;

(ii)

if the Operator has not included in Mine Costs the costs of continuing obligations as set out in paragraph 19.4, pay on the date of surrender its reasonably estimated Proportionate Share, based on the surrendering Party’s then Interest, of the Costs of rehabilitating the Mine site and of reclamation based on the Mining Operations completed as at the date of surrender; and

(iii)

will hold in confidence, for a period of two years from the date of surrender, all information and data which it acquired pursuant to this Agreement.

21.2

Upon the surrender of its entire Interest as contemplated in paragraph 21.1 and upon delivery of a release in writing, in form acceptable to counsel for the Operator, releasing the other Parties from all claims and demands hereunder, the surrendering Party will be relieved of all obligations or liabilities hereunder except for those which arose or accrued or were accruing due on or before the date of the surrender.

21.3

A Party to whom a notice of surrender has been given as contemplated in paragraph 21.1 may elect, by notice within 90 days to the Party which first gave the notice to accept the surrender, in which case paragraphs 21.1 and 21.2 will apply, or to join in the surrender. If all of the Parties join in the surrender the Joint Venture will be terminated in accordance with Article 22.

22.

TERMINATION OF MINING OPERATIONS

22.1

The Operator may, at any time subsequent to the Completion Date, on at least 30 days notice to all Participants, recommend that the Management Committee approve that the Mining Operations be suspended. The Operator’s recommendation will include a plan and budget (in this Article 22 called the “Mine Maintenance Plan”), in reasonable detail, of the activities to be performed to maintain the Assets and Property during the period of suspension and the Costs to be incurred. The Management Committee may, by Special Majority, at any time subsequent to the Completion Date, cause the Operator to suspend Mining Operations in accordance with the Operator’s recommendation with such changes to the Mine Maintenance Plan as the Management Committee deems necessary. The Participants will be committed to contribute their Proportionate Share of the Costs incurred in connection with the Mine Maintenance Plan. The Management Committee, by Special Majority, may cause Mining Operations to be resumed at any time.

22.2

The Operator may, at any time following a period of at least 90 days during which Mining Operations have been suspended, upon at least 30 days notice to all Participants, or in the events described in paragraph 22.1, recommend that the Management Committee approve the permanent termination of Mining Operations. The Operator’s recommendation will include a plan and budget (in this Article 22 called the “Mine Closure Plan”), in reasonable detail, of the activities to be performed to close the Mine and reclaim and rehabilitate the Property, as required by applicable law, regulation or contract by reason of this Agreement. The Management Committee may, by unanimous approval of the representatives of all Participants, approve the Operator’s recommendation with such changes to the Mine Closure Plan as the Management Committee deems necessary.

22.3

If the Management Committee approves the Operator’s recommendation as aforesaid, it will cause the Operator to:

(a)

implement the Mine Closure Plan, whereupon the Participants will be committed to pay, in proportion to their respective Interests, such Costs as may be required to implement that Mine Closure Plan;

(b)

remove and dispose of such Assets as may reasonably be removed and disposed of profitably and such other Assets as the Operator may be required to remove pursuant to applicable environmental and mining laws; and

(c)

sell, abandon or otherwise dispose of the Assets and the Property.

22.4

If the Management Committee does not approve the Operator’s recommendation contemplated in paragraph 22.2, the Operator will maintain Mining Operations in accordance with the Mine Maintenance Plan as pursuant to paragraph 22.1.

23.

THE PROPERTY

23.1

Title to the Property will be held in the name of the Operator in trust for the Parties in proportion to their respective Interests as adjusted from time to time. Each of the Parties will have the right to receive, forthwith upon making demand therefore from the Operator, such documents as it may reasonably require to confirm its Interest.

23.2

This Agreement, or a memorandum of this Agreement, will, upon the written request of any Party, be recorded in the office of any governmental agency so requested, in order to give notice to third Parties of the respective interests of the Parties in the Property and this Agreement. Each Party hereby covenants and agrees with the requesting Party to execute such documents as may be necessary to perfect such recording.

24.

AREA OF COMMON INTEREST

24.1

The area of common interest will be deemed to comprise that area which is included within a 5 mile perimeter around the outermost boundary of the mineral properties which constitute the Property as at the Operative Date.

24.2

If at any time during the subsistence of this Agreement any Party or the Affiliate of any Party (in this section only called in each case 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 located wholly or partly within the area of interest referred to in subparagraph 24.1, the Acquiring Party will forthwith give notice to the other Parties 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 property and the known mineralization.

24.3

The Management Committee (the representative of the Acquiring Party not being entitled to vote with respect thereto) may, within 30 days of receipt of the Acquiring Party’s notice, elect, by notice to the Acquiring Party, to require that the mineral properties and the right or interest acquired be included in and thereafter form part of the Property for all purposes of this Agreement.

24.4

If the election aforesaid is made, all the other Parties will reimburse the Acquiring Party for that portion of the cost of acquisition which is equivalent to their respective Interests.

24.5

If the Management Committee does not make the election aforesaid within that period of 30 days, the right or interest acquired will not form part of the Property and the Acquiring Party will be solely entitled thereto.

24.6

Notwithstanding subparagraph 12.4(g), the Operator will be entitled, at any time and from time to time to surrender all or any part of the Property or to permit the same to lapse, but only upon first either obtaining the unanimous consent of the Management Committee, or giving 60 days notice of its intention to do so to the other Parties. In this latter event, the Parties, other than the Operator, will be entitled to receive from the Operator, on request prior to the date of the surrender or lapse, pro rata in accordance with their respective

25.

ACCESS TO CONOCO FILES

25.1

In consideration of the Optionee:

(a)

paying the Optionor the sum of $25,000 on the Effective Date,

(b)

spending $440,000 for a minimum of 1 year to finance the cost to have the Conoco Files evaluated by qualified mining and geological consultants, and

(c)

incurring the first $500,000 in costs to acquire mining leases to any properties identified in the evaluation referred to in 25.1(b),

25.2

The Parties agree that the Optionor will manage the hiring of the consultants or staff required to evaluate the Conoco Files provided that:

(a)

the Optionee may approve expenditures made by the Optionor for such purpose,

(b)

the Optionor may not charge an overhead or other administrative fee to the Optionee, and

(c)

the Optionor provides the Optionee access to all of the results of the evaluation, in accordance with the disclosure and confidentiality terms in this Agreement.

25.3

Both Parties covenant not to disclose the information gathered and evaluated relating to the Conoco Files to any third party.

25.4

In the event the evaluation identifies a potential target property, the Optionee has the right not to proceed with obtaining a mineral lease in the event the Optionee determines that the cost to acquire such mineral lease would make the target property uneconomic given the shared (50-50) interest in the mineral lease.

25.5

In the event one Party decides not to proceed to obtain a mineral lease for any reason, the Parties agree that the other Party (“Acquiring Party”) may not acquire such mineral lease

26.

INFORMATION AND DATA

26.1

At all times during the subsistence of this Agreement the duly authorized representatives of each Participant will, at its and their sole risk and expense and at reasonable intervals and times, have access to the Property and to all technical records and other factual engineering data and information relating to the Property which is in the possession of the Operator.

26.2

During the Exploration Period while Programs are being carried out, the Operator will furnish the Optionee with monthly progress reports and with a final report within 60 days following the conclusion of each Program. The final report will show the Mining Operations performed and the results obtained and will be accompanied by a statement of Costs and copies of pertinent plans, assay maps, diamond drill records and other factual engineering data. During the Construction Period and during the implementation of an Operating Plan the Operator will provide monthly progress reports to the Participants, which report will include information on any changes or developments affecting the Mine that the Operator considers are material.

26.3

All information and data concerning or derived from the Mining Operations will be kept confidential and, except to the extent required by law or by regulation of any Securities Commission or Stock Exchange, will not be disclosed to any person other than an Affiliate without the prior consent of all the Participants, which consent will not unreasonably be withheld.

26.4

The text of any news releases or other public statements which a Party intends to make with respect to the Property or this Agreement will, to the extent practicable, be made available to the other Parties prior to publication and the other Parties will have the right to make suggestions for changes therein.

27.

LIABILITY OF THE OPERATOR

27.1

Subject to paragraph 27.2, each Party will indemnify and save the Operator harmless from and against any loss, liability, claim, demand, damage, expense, injury or death (including, without limiting the generality of the foregoing, legal fees) resulting from any acts or omissions of the Operator or its officers, employees or agents.

27.2

Notwithstanding paragraph 27.1, the Operator will not be indemnified nor held harmless by any of the Parties for any loss, liability, claim, damage, expense, injury or death, (including, without limiting the generality of the foregoing, legal fees) resulting from the negligence or wilful misconduct of the Operator or its officers, employees or agents.

27.3

An act or omission of the Operator or its officers, employees or agents done or omitted to be done:

(a)

at the direction of, or with the concurrence of, the Management Committee; or

(b)

unilaterally and in good faith by the Operator to protect life or property

27.4

The obligation of each Party to indemnify and save the Operator harmless pursuant to paragraph 27.1 will be in proportion to its Interest as at the date that the loss, liability, claim, demand, damage, expense, injury or death occurred or arose.

27.5

The Operator will not be liable to any other Party nor will any Party be liable to the Operator in contract, tort or otherwise for special or consequential damages, including, without limiting the generality of the foregoing, loss of profits or revenues.

28.

INSURANCE

28.1

Commencing on the Effective Date, the Management Committee will cause the Operator to place and maintain with a reputable insurer or insurers such insurance, if any, as the Management Committee in its discretion deems advisable in order to protect the Parties together with such other insurance as any Participant may by notice reasonably request. The Operator will, upon the written request of any Participant, provide it with evidence of that insurance.

28.2

Paragraph 28.1 will not preclude any Party from placing, for its own account insurance for greater or other coverage than that placed by the Operator.

29.

RELATIONSHIP OF PARTIES

29.1

The rights, duties, obligations and liabilities of the Parties will be several and not joint nor joint and several, it being the express purpose and intention of the Parties that their respective Interests will be held as tenants in common.

29.2

Nothing herein contained will be construed as creating a partnership of any kind or as imposing upon any Party any partnership duty, obligation or liability to any other Party hereto.

29.3

No Party will, except when required by this Agreement or by any law, by-law, ordinance, rule, order or regulation, use, suffer or permit to be used, directly or indirectly, the name of any other Party for any purpose related to the Property or this Agreement.

30.

PARTITION

30.1

Each of the Parties hereto waives, during the term of this Agreement, any right to partition of the Property or the Assets or any part thereof and no Party will seek to be entitled to partition of the Property or the Assets whether by way of physical partition, judicial sale or otherwise during the term of this Agreement.

31.

TAXATION

31.1

All Costs incurred hereunder will be for the account of the Party or Parties making or incurring the same, if more than one then in proportion to their respective Interests, and each Party on whose behalf any Costs have been incurred will be entitled to claim all tax benefits, write-offs, and deductions with respect thereto.

32.

FORCE MAJEURE

32.1

Notwithstanding anything herein contained to the contrary, if any Participant is prevented from or delayed in performing any obligation under this Agreement, and such failure is occasioned by any cause beyond its reasonable control, excluding only lack of finances, then, subject to paragraph 32.2, the time for the observance of the condition or performance of the obligation in question will be extended for a period equivalent to the total period the cause of the prevention or delay persists or remains in effect regardless of the length of such total period.

32.2

Any Party hereto claiming suspension of its obligations as aforesaid will promptly notify the other Parties to that effect and will take all reasonable steps to remove or remedy the cause and effect of the force majeure described in the said notice insofar as it is reasonably able so to do and as soon as possible; provided that the terms of settlement of any labour disturbance or dispute, strike or lockout will be wholly in the discretion of the Party claiming suspension of its obligations by reason thereof, and that Party will not be required to accede to the demands of its opponents in any such labour disturbance or dispute, strike, or lockout solely to remedy or remove the force majeure thereby constituted. The Party claiming suspension of its obligations will promptly notify the other Parties when the cause of the Force Majeure has been removed.

32.3

The extension of time for the observance of conditions or performance of obligations as a result of force majeure will not relieve the Operator from its obligations to keep the Property in good standing pursuant to sub-paragraphs 12.4(a) and 12.4(g).

33.

NOTICE

33.1

All invoices, notices, consents and demands under this Agreement will be in writing and may be delivered personally, transmitted by fax (with transmission confirmed in writing), or may be forwarded by first class prepaid registered mail to the address for each Party specified in this Agreement or to such addresses as each Party may from time to time specify by notice. Any notice delivered or sent by fax will be deemed to have been given and received on the business day next following the date of delivery or transmission. Any notice mailed as aforesaid will be deemed to have been given and received on the fifth business day following the date it is posted, provided that if between the time of mailing and the actual receipt of the notice there will be a mail strike, slowdown or other labour dispute which affects delivery of the notice by mails, then the notice will be effective only if actually delivered.

34.

WAIVER

34.1

No waiver of any breach of this Agreement will be binding unless evidenced in writing executed by the Party against whom charged. Any waiver will extend only to the particular breach so waived and will not limit any rights with respect to any future breach.

35.

AMENDMENTS

35.1

This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and replaces and super cedes all prior agreements including the LOI. An amendment or variation of this Agreement will only be binding upon a Party if evidenced in writing executed by that Party.

36.

TERM

36.1

Unless earlier terminated by agreement of all Parties having an Interest or as a result of one Party acquiring both a 100% Interest and a 100% interest in the Royalty, the Joint Operation and this Agreement will remain in full force and effect for so long as any Party has any right, title or interest in the Property. Termination of this Agreement will not, however, relieve any Party from any obligations theretofore accrued but unsatisfied, nor from its obligations with respect to rehabilitation of the Mine site and reclamation.

37.

TIME OF ESSENCE

37.1

Time is of the essence of this Agreement.

38.

ASSIGNMENT - RIGHT OF FIRST OFFER

38.1

If a Party (hereinafter in this paragraph referred to as the “Owner”) the Owner will first offer (the “Offer”) such interest in writing to the other Party.

38.2

If within a period of 90 days of the receipt of the Offer, the other Party notifies the Owner in writing that it will accept the same, the Owner will be bound to sell such interest to the other Party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. The other Party will in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount will be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration.

38.3

If the other Party fails to notify the Owner before the expiration of the time limited there for that it will purchase the interest offered, the Owner may sell and transfer such interest to a third party Purchaser provided that the transfer price and terms and conditions of the sale will be the same as the Offer.

38.4

Any sale hereunder will be conditional upon the Proposed Purchaser delivering a written undertaking to the other Party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement.

39.

SUCCESSORS AND ASSIGNS

39.1

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

40.

GOVERNING LAW

40.1

This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia.

THE COMMON SEAL OF
YELLOWCAKE MINING INC.
was hereunto affixed in the presence of:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇                                        
Authorized Signatory

Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇                        

                                                                         
Authorized Signatory

Print Name:                                                      

)
)
)
)
)
)
)
)
)
)
)
)
)

C/S

THE COMMON SEAL OF
STRATHMORE MINERALS CORP.
was hereunto affixed in the presence of:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇                                        
Authorized Signatory

Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇                        

                                                                         
Authorized Signatory

Print Name:                                                      

)
)
)
)
)
)
)
)
)
)
)
)
)

C/S

BLM Serial#

Claim
Name

Location
Last
Book

Notice/
Amendment
Page

Subd.

Section

Township

Range

PM

Property
Name

Last

Assessment

WMC259971

RC-1

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇▇▇▇▇▇▇▇▇

RC-2

1056

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC259973

RC-3

1056

▇▇

▇▇ ▇▇ ▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC259974

RC-4

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC259975

RC-5

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC259976

RC-6

1056

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC259977

RC-7

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC259978

RC-8

1056

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC259979

RC-9

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇ ▇ C259980

RC-10

1056

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-11

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇ ▇ C259982

RC-12

1056

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇ ▇ C259983

RC-13

1056

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-14

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇ ▇ C259985

RC-15

1056

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-16

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇ ▇ C259987

RC-17

1056

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-18

1056

▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇ ▇ C259989

RC-19

1056

▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-20

1056

▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-21

1056

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-22

1056

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-23

1056

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-24

1056

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-25

1056

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-26

1056

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-27

1056

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-28

1056

▇▇▇

▇▇ ▇▇ ▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-29

1056

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-30

1056

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-31

1056

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-32

1056

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇ ▇ ▇▇▇▇▇▇▇

RC-33

1056

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

1113

91

▇▇▇▇▇▇▇▇▇

RC-34

1056

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

1113

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-35

1056

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

1113

93

WMC260006

RC-36

1056

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

1113

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-37

1056

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

1113

95

WMC260008

RC-38

1056

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

1113

▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-39

1056

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260010

RC-40

1056

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-41

1057

▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260158

RC-42

1057

▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-43

1057

▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇▇▇▇▇▇▇▇▇

RC-44

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-45

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260162

RC-46

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-47

1057

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260164

RC-48

1057

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-49

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260166

RC-50

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-51

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260168

RC-52

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260169

RC-53

1057

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260170

RC-54

1057

▇▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260171

RC-55

1057

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260172

RC-56

1057

▇▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260173

RC-57

1057

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260174

RC-58

1057

▇▇▇

▇▇ ▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260175

RC-59

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260176

RC-60

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260177

RC-61

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

▇▇▇▇▇▇▇▇▇

RC-62

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260179

RC-63

1057

▇▇▇

▇▇ ▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260180

RC-64

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260181

RC-65

1057

▇▇▇

▇▇

▇▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260182

RC-66

1057

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇▇▇▇▇▇▇

RC-67

1057

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

2007

WMC260184

RC-68

1057

▇▇▇

▇▇

▇

▇▇▇

▇▇▇

▇▇▇

▇▇▇ ▇▇▇▇▇

▇▇▇▇

▇▇

▇

▇▇▇

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RC-69

1057

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RC-70

1057

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RC-71

1057

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2007

WMC260188

RC-72

1057

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2007

WMC260189

RC-73

1057

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2007

WMC260190

RC-74

1057

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2007

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RC-75

1060

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2007

WMC260534

RC-76

▇▇▇▇

▇

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6

12N

92W

6th

Red Creek

2007

WMC260535

RC-77

▇▇▇▇

▇

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▇

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2007

WMC260536

RC-78

1060

▇

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▇

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2007

WMC260537

RC-79

▇▇▇▇

▇

▇▇

▇

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2007

WMC260538

RC-80

1060

▇

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▇

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2007

WMC260539

RC-81

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▇

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▇

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2007

WMC260540

RC-82

1060

▇

▇▇ ▇▇

▇

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▇▇▇

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2007

▇▇▇▇▇▇▇▇▇

RC-83

1060

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▇

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RC-84

1060

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RC-85

1060

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▇

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2007

WMC260544

RC-86

1060

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▇

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▇

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RC-87

1060

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▇

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2007

WMC260546

RC-88

1060

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▇

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