ROSEMONT COPPER PROJECT JOINT VENTURE AGREEMENT MADE BETWEEN ROSEMONT COPPER COMPANY AND UNITED COPPER & MOLY LLC September 16, 2010

DEFINITIONS AND INTERPRETATION

Defined Terms

Unless the context otherwise requires, in the Agreement:

“Accounting Procedure” means the accounting procedure described in Appendix A.

“Acquiring Party” has the meaning given in clause 17.14.

“Affected Party” has the meaning given in clause 23.1.

“Affiliate” means with respect to a Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the subject Person.

“Agreement” means this document including any schedule or appendix to it.

“AMEX” means the NYSE Amex Equities.

“Approved Budget” means a budget of estimated Joint Venture Expenditure approved by the Management Committee relating to the carrying out of an Approved Program or otherwise to be incurred during the period to which an Approved Budget relates and includes an Approved Capital Works Budget.

“Approved Capital Works Budget” means a budget of estimated Joint Venture Expenditure relating to the carrying out of an Approved Capital Works Program.

“Approved Capital Works Program” means a separate program for the carrying out of capital works approved by the Management Committee.

“Approved Program” means a program of Joint Venture Activities approved by the Management Committee and includes an Approved Capital Works Program.

“Area of Interest” means on or below an area within 5 kilometres of the outermost boundary of the Project as contemplated in the current boundaries of the Mineral Rights.

“Assets” means:

the Properties;

any maps, drill core, samples, assays, geological and other technical reports, studies, designs, plans and financial or other records related to the Properties or the Project;

all fixtures, tools, vehicles, spare parts, consumable stores, machinery, plant, equipment and supplies acquired, provided or developed under this Agreement and related to the Project; and

any permits, licences or applications related to the Project,

whether in the possession or under the control of a Participant or the Operator.

“Assignor” has the meaning given in clause 17.2.

“Augusta” means Augusta Resource Corporation.

“Business Day” means any day, other than a Saturday, Sunday or a public or statutory holiday in Denver, Phoenix, Vancouver or Seoul.

“Capital Accounts” has the meaning given in clause 4.1(a) of Exhibit E.

“Cash Call Notice” has the meaning given in clause 6.2.

“Change in Composition” means, in relation to KC, the introduction of a new Person into the group of Persons which at the relevant time hold an interest in KC or if at any time after the Effective Date, there is a Change in Control in any Person which holds an interest in KC.

“Change in Control” means if at any time after the Effective Date, there is a change of Control of a Participant.

“Change in Law” means the enactment, promulgation, execution or ratification of, or any change or amendment to, any Law or to any Mineral Right or Other Right issued under any relevant Law that occurs in the period commencing on the Commencement Date and concluding on the Effective Date.

“Chargee” means a chargee, mortgagee, assignee or encumbrancee.

“Commercial Production” means the operation of all or part of the Properties as a producing mine as contemplated by the Feasibility Study, but does not include bulk sampling or milling for the purpose of testing or milling by a pilot plant, and will be deemed to have commenced on the first day of the month following the first 30 consecutive days during which Mineral Product has been produced from a mine at an average rate of not less than 75% of the initial rated capacity if a plant is located on the Properties or if no plant is located on the Properties, the last day of the first period of 30 consecutive days during which ore has been shipped from the Properties on a reasonably regular basis for the purpose of earning revenues, whether to a plant or facility constructed for that purpose or to a plant or facility already in existence.

“Completion Date” means the date determined by the Management Committee on which it is demonstrated to the satisfaction of the Management Committee that Commercial Production has been achieved.

“Confidential Information” has the meaning given in clause 21.1(1).

“Construction” means every kind of construction work carried out by the Operator in accordance with the Mine Plan of Operation.

“Construction Expenditure” means the Expenditure incurred by the Operator during the Construction Period and in respect of Construction, in accordance with an Approved Program and Approved Budget.

“Construction Period” means the period beginning on the commencement of Construction and ending on the Completion Date.

“Contribution Notice” has the meaning given in clause 6.10.

“Control” means

(a)

(i)

with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of the entity through the legal or beneficial ownership of voting securities or the right to appoint

managers, directors or corporate management, or by contract, operating agreement, voting trust or otherwise; and

with respect to a natural person, the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise, and

when used as a noun, an interest that gives the holder the ability to exercise any of the powers described in clause (a).

“Deed of Trust” means an instrument substantially in such form as to be reasonably agreed upon by the parties and their counsel.

“Default Amount” means a contribution or other sum due to be paid under the Agreement by a Participant which is not paid within 10 Business Days of the due date for payment of such contribution or sum.

“Defaulting Participant” means a Participant, in respect of which an amount owing becomes a Default Amount or which is otherwise in breach as a Participant, of any of the provisions of the Agreement.

“Delay Interest” means interest at the Prime Rate plus 4 percentage points.

“Diluting Participant” has the meaning given in clause 12.5.

“Dispute” has the meaning given in clause 24.1.

“Dispute Notice” has the meaning given in clause 24.1.

“Dispute Representative” has the meaning given in clause 24.2.

“Earn-In Agreement” has the meaning given in Recital A.

“Effective Date” means the date that the Agreement is executed.

“Emergency” means any unexpected or extraordinary act, event or occurrence which requires immediate or timely action to mitigate, minimize or terminate the consequences of such act, event or occurrence or to preserve or protect life, limb, property or the environment.

“Event of Force Majeure” has the meaning given in clause 23.4.

“Exchanges” means the TSX, AMEX and KRX.

“Excluded Expenditure” means the Operator’s Fee, the taxes and other costs described in clause 1.1(44)(j) and all contributions (whether in cash or otherwise) made under or in connection with clause 14.2.

“Expenditure” means cash expenditure and all costs, obligations and liabilities incurred or properly accrued (but not yet met) with respect to Mining Activities performed by the Operator in accordance with the Agreement including expenditure incurred or accrued:

in holding the Properties in good standing (including land maintenance costs and any monies expended as required to comply with applicable Laws, such as the payment of annual maintenance fees, the completion and submission of assessment work and filings required in connection with any assessment work or annual maintenance fees), in curing title defects and in acquiring and maintaining surface and other ancillary rights;

in preparing for and in the application for and acquisition of environmental and other permits necessary or desirable to commence and complete exploration, development and operation activities (including in direct connection with the Project, payments to charities, contributions, government programs, lobbying costs pertaining thereto);

in undertaking geophysical, geochemical and geological or technical surveys, drilling, assaying and metallurgical testing, including costs of assays, metallurgical testing and other tests and analyses to determine the quantity and quality of Mineral Product, water and other materials or substances;

in the preparation of work programmes and the presentation and reporting of data including any program for the preparation of a Feasibility Study or other evaluation of the Properties;

in connection with the protection of the environment in relation to the Properties including environmental remediation, rehabilitation, decommissioning and long-term care and monitoring, whether or not a mine reclamation trust fund has been established;

in acquiring facilities, equipment or machinery, or the use of any of the foregoing things, and for all parts, supplies and consumables;

for salaries and wages, including actual labour overhead expenses for employees assigned to exploration and development activities;

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 Joint Venture including for their food, lodging and other reasonable needs;

payments to contractors or consultants for work done, services rendered or materials supplied;

all taxes levied against or in respect of the Properties, or activities on the Properties, and the costs of insurance premiums and performance bonds or other security; and

the Operator’s Fee.

“Expert” means an expert appointed under and acting pursuant to clause 24.8.

“Feasibility Study” means the Rosemont Copper Project Updated Feasibility Study dated January 14, 2009 prepared by M3 Engineering & Technology Corp.

“Financial Year” means a year commencing January 1 and ending the first following December 31.

“Governmental Authority” means any foreign, domestic, national, federal, provincial, territorial, state, regional, municipal or local government or authority, quasi government authority, fiscal or judicial body, government or self regulatory organization, commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing.

“Independent Value” means the value of a Participating Interest determined in accordance with clause 16.12(3)(a).

“Intellectual Property Rights” includes all industrial and intellectual property rights whether protected by statute, at common law or in equity, including all copyright and similar rights which may subsist or after the Effective Date subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), trade secrets and know-how, rights in relation to designs (whether or not registerable), rights in relation to registered and unregistered trade marks, circuit layout designs and rights in relation to circuit layouts, but excludes non-assignable moral rights and similar non-assignable personal rights of authors and producers.

“Investment” means the $176,000,000 (One Hundred and Seventy Six Million US dollars to be contributed to the Joint Venture by KC pursuant to the Earn-In Agreement.

“Investment Schedule” means the schedule attached as Appendix D.

“Joinder Agreement” means the joinder agreement in the form attached as Appendix L hereto.

“Joint Venture” means the contractual joint venture between the Participants established under the Agreement.

“Joint Venture Account” means the single purpose bank account maintained and operated by the Operator in accordance with clause 7.17.

“Joint Venture Activities” means all and any activities directed to the achievement of the purposes of the Joint Venture as set out in clause 4.1.

“Joint Venture Company” means any corporation or other business entity (other than the Joint Venture) controlled by the Participants by or through which the Participants conduct the Joint Venture or the Joint Venture Activities.

“Joint Venture Expenditure Credit” has the meaning given in the Option Agreement.

“Joint Venture Property” means:

the Assets;

the Properties (other than as included in the Assets) subject to the rights of the Parties referred to in the Agreement;

any Mining Operation;

all of the membership interests in ▇▇▇▇▇▇▇ South, LLC; ▇▇▇▇▇▇▇ Properties, LLC; ▇▇▇▇▇▇ Properties, LLC and ▇▇▇▇▇▇ Junction, LLC, each an Arizona limited liability company;

all mining, materials supply, power supply, water supply and maintenance contracts and agreements entered into for the purposes of the Agreement;

all information in relation to the Properties acquired, provided, gained or developed under the Agreement or in the possession or under the control of any of the Parties and the Operator (if not a Party); and

all other property or rights of any description (including Intellectual Property Rights), whether real or personal, acquired, provided, gained or developed under the Agreement.

“KC Investment” means the Investment (subject to adjustment pursuant to the Earn-In Agreement) plus any further funds contributed by KC or after termination of the Earn-In.

“KRX” means the Korea Exchange.

“Law” or “Laws” means all applicable federal, state, local, municipal, tribal and foreign laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative, judicial or self-regulatory authority

one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities; and

the Project, means such Laws as are applicable in the jurisdictions in which the Project is located.

“LLC” means a Delaware Limited Liability Company.

“Management Committee” means the committee established under clause 10.1.

“Material Permits” means the permits set out in Appendix J.

“Mine” means the workings established and the property acquired, including plant and concentrator installations, ▇▇▇▇▇ facilities, processing facilities, infrastructure, mining plant and equipment, stores, consumables and other facilities in order to bring the Properties into Commercial Production.

“Mine Expenditure” means the Construction Expenditure and the Operating Expenditure.

“Mine Maintenance Plan” has the meaning given in clause 15.1.

“Mine Plan of Operation” is defined by the requirements set by the Record of Decision as determined in the Environmental Impact Statement process and set by the Forest Service

“Mineral Product” means all ores and concentrates or metals derived from them, containing precious, base and industrial minerals (including gems and uranium) which are found in, on or under the Properties and may lawfully be explored for, mined and sold under the Mineral Rights and other instruments of title under which any of the Properties are held.

“Mineral Rights” means:

any permit, claim, licence, lease, concession, tenement or other form of title or tenure (and includes the Mineral Rights described in Appendix F); and

any other right (including the right to work upon lands),

is granted, conferred or recognized under applicable Law in the United States of America and the State of Arizona; and

which, among other things, allows or permits a Person to explore for, mine, extract, sell or otherwise dispose of, minerals.

“Mining Activities” means every kind of work performed by the Operator:

on or in respect of the Properties in accordance with an Approved Program; or

if not provided for in an Approved Program, unilaterally and in good faith to maintain the Properties in good standing, to prevent waste or to otherwise discharge any obligation which is imposed upon it under the Agreement and in respect of which the Management Committee has not given it directions,

including ranching, investigating, prospecting, exploring, developing, permitting, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, construction and mining, milling, concentrating, leaching, extracting, rehabilitation, reclamation, closure and environmental protection.

“Mining Operation” means an operation (of which a Mine forms part) directed to the electrowinning, extraction, mining and treatment of ore to produce Saleable Mineral Products.

“National Instrument 43-101” means National Instrument 43-101 titled “Standards of Disclosure for Mineral Projects”, as issued by the Canadian Securities Administrators, as amended from time to time.

“Non-charging Participants” has the meaning given in clause 17.11.

“Non-defaulting Participant” means a Participant which is not in default in respect of any of its obligations under the Agreement or a Participant other than the Defaulting Participant (as the context requires).

“Non-withdrawing Party” has the meaning given in clause 19.2.

“Notice” or “notice” has the meaning given in clause 27.1.

“Offtaker’s Interests” has the meaning given in Appendix B.

“Operating Expenditure” means the Expenditure incurred by the Operator subsequent to the Completion Date in accordance with an Approved Program and Approved Budget.

“Operator” means the Participant designated or appointed as Operator under the Agreement, when acting as the Operator and not acting as the owner of a Participating Interest.

“Operator’s Fee” has the meaning given in clause 9.

“Other Rights” means:

any interest in real property, whether fee property, leasehold, license, right of way, easement;

any other surface or other right in relation to real property; and

any right, licence or permit in relation to the use or diversion of water,

but excludes any Mineral Rights and includes those rights listed in Appendix G.

“Participant” means a Party to the Agreement that has a Participating Interest.

“Participating Interest” means in relation to a Participant:

the proportionate interest (expressed as a percentage) of the Participant as tenant in common in the Joint Venture Property; and

its proportionate interest (expressed as a percentage) of all other rights under the Agreement, including its right to its Capital Account,

subject to the obligations attaching to the foregoing and imposed on that Participant under the Agreement including, without limitation, the royalty payment obligations and other Security Interests in relation to the Properties which are listed in Appendix B.

“Parties” means Rosemont and KC and “Party” means either Rosemont or KC as the context dictates.

“Person” means an individual, corporation, limited liability company, partnership, firm, joint venture, syndicate, association, trust, governmental agency or board or commission or authority and any other form of entity or organization.

“Pre-Construction Expenditure” means the Expenditure incurred by the Operator during the Pre-Construction Period in accordance with an Approved Program and Approved Budget.

“Pre-Construction Period” means the period from the Effective Date to the date a Construction Notice is given and Construction Expenditure is fully committed.

“Pre-Permitting Costs” means the costs detailed in Appendix H.

“Prime Rate” means the per annum rate of interest for the period of calculation as stated by the head office of ▇▇▇▇▇ Fargo Bank N.A., as being charged by it on US dollar demand loans to its most creditworthy domestic commercial customers.

“Prohibited Acquisition” has the meaning given in clause 25.1.

“Project” means the Rosemont Copper project.

“Project Lending” has the meaning given in clause 4.15.

“Project Security” means any Security Interest over all or any Joint Venture Property which is either detailed in Appendix B, granted in the Deed of Trust or that the Participants agree in writing is to be Project Security.

“Properties” means:

the Mineral Rights;

the Other Rights necessary or desirable for the use or exploitation of, or which pertain or relate to, the Mineral Rights referred to in clause 1.1(96)(a);

any present or future renewal, extension, modification, substitution, amalgamation or variation of any of the Mineral Rights or Other Rights referred to in clauses 1.1(96)(a) and 1.1(96)(b) (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain) or any new Mineral Rights or other Rights granted after the Effective Date; and

any present or future application for or interest in any of the foregoing, which confers or which, when granted, will confer the same, similar or greater rights,

it being acknowledged that the Properties include a ranching business conducted by Affiliates of Rosemont.

“Proportionate Share” means, for any Participant, that share which is equal to that Participant’s Participating Interest.

“Proscribed Payment” has the meaning given in Article 28.

“Public disclosure” has the meaning given in clause 21.2.

“Remaining Participants” has the meaning given in clause 19.5(1)(a).

“Report” means a comprehensive written report for the period covered by such report of:

Mining Activities performed on the Properties;

Expenditure incurred;

variances against the then Approved Budget or Approved Program;

projected activity;

production of Mineral Product and forward projections of production;

the aggregate sum of estimated Expenditure for the next reporting period;

revenue from sales of Mineral Product; and

such other information as may be deemed desirable by the Operator or the Management Committee.

“Restricted Person” means any Person or entity that:

is named, identified, described on or included on any of:

the lists maintained by the Office of the Superintendent of Financial Institutions Canada with respect to terrorism financing;

the Denied Persons List, the Entity List or the Unverified List, compiled by the Bureau of Industry and Security, U.S. Department of Commerce;

the List of Statutorily Debarred Parties compiled by the U.S. Department of State;

the Specially Designated Nationals Blocked Persons List compiled by the U.S. Office of Foreign Assets Control; or

the annex to, or is otherwise subject to the provisions of, U.S. Executive Order No. 13324,

is subject to trade restrictions under United States Law, including, but not limited to:

the International Emergency Economic Powers Act, 50 U.S.C.; or

the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.; or any other enabling legislation or executive order relating thereto, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56; or

is a Person or entity who is an Affiliate of a Person or entity listed above.

“Rights of Third Parties” means those rights detailed in Appendix B, together with any instruments documenting such rights;

“Rosemont Actual Investment” means the aggregate amount of funds contributed by Rosemont to the Joint Venture after the Effective Date.

“Rosemont Deemed Investment” means $704,000,000.

“Royalty” means the net smelter returns royalty detailed in Appendix C.

“Saleable” in relation to Mineral Product means Mineral Product in a form in which it may be sold.

“Security” means a charge, mortgage, assignment or other encumbrance.

“Security Interest” means an interest or power:

reserved in or over any interest in any asset including any retention of title; or

created or otherwise arising in or over any interest in any asset under a ▇▇▇▇ of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of debt or any other monetary obligation or the performance of any other obligation and whether existing or agreed to be granted or created.

“Selling Participant” means a Participant who desires or is compelled to sell, transfer, assign or dispose of the whole or any part of its Participating Interest.

“Small Interest Participant” has the meaning given in clause 18.

“Terminable Breach” means a material and substantial breach by the Operator of any of its obligations under the Agreement.

“Transfer” means to transfer, convey, assign, mortgage, grant an option in respect of or grant a right to purchase or in any manner transfer, alienate or otherwise dispose of.

“Trustee” has the meaning given in clause 16.11.

“TSX” means the Toronto Stock Exchange.

“Unanimous Resolution” means a resolution passed at a meeting of the Management Committee in favour of which votes cast represent 100% of the Participating Interests, provided that if the Participating Interest of a Participant pursuant to Article 12 is reduced to less than 10%, then any votes cast representing such reduced Participating Interest shall not be included for the

purposes of calculating the percentage of the Participating Interest represented by the votes cast.

“Withdrawal Notice” has the meaning given in clause 19.2.

“Withdrawing Party” has the meaning given in clause 19.2.

Interpretation

Unless the context otherwise requires, in the Agreement:

The singular includes the plural and conversely.

A gender includes all genders.

If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

A reference to a clause, appendix, schedule or annexure is a reference to an article, a clause of or an appendix, schedule or annexure to the Agreement.

A reference to an agreement or document (including a reference to the Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by the Agreement or that other agreement or document.

A reference to a Party to the Agreement or another agreement or document includes the Party’s successors and permitted substitutes or assigns (and, where applicable, the Party’s legal personal representatives).

A reference to a body, other than a Party (including an institute, association or Governmental Authority), whether statutory or not:

which ceases to exist; or

whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it.

A reference to writing includes a facsimile or electronic mail transmission and any means of reproducing words in a tangible and permanently visible form.

A reference to dollars and $ is to United States currency.

The meaning of general words is not limited by specific examples introduced by including, for example, in particular, or similar expressions.

Headings and any table of contents or index are for convenience only and do not form part of the Agreement or affect its interpretation.

A provision of the Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.

If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.

Where the phrase “to the knowledge of” or similar expressions are used in the Agreement, it means the actual knowledge of the Party making the statement or disclosure.

A reference to a thing (including a right, obligation or concept) includes a part of that thing but nothing in this clause 1.2(16) implies that performance of part of an obligation constitutes performance of the obligation.

Parties

If more than one Person comprises a Party, each Person:

is jointly and severally liable for the performance by the Party of the Party’s obligations under the Agreement; and

must act only jointly in relation to the exercise by the Party of the Party’s rights under the Agreement.

An obligation, representation or warranty in favour of more than one Person is for the benefit of them separately and jointly.

A Party which is a trustee is bound both personally and in its capacity as a trustee.

Consents or Approvals

Except as expressly provided otherwise in the Agreement, if the doing of any act, matter or thing under the Agreement is dependent on the consent or approval of a Party or is within the discretion of a Party, the consent or approval may be given or the discretion may be exercised conditionally or unconditionally or withheld by the Party, acting promptly and reasonably.

Consideration

The Parties acknowledge that the Agreement is entered for good and fair consideration and, to this end, will pay to each other the sum of one dollar ($1.00) as recognition of such consideration, which is deemed to be paid and received.

Pre-Conditions

Where in the Agreement a pre-condition is prescribed in relation to any right or benefit that a Party might become entitled to enjoy, the Party will only be entitled to the right or benefit if the pre-condition is satisfied.

Appendices

The following appendices are attached to and incorporated in the Agreement:

Accounting Procedure

Properties, Security Interests and Rights of Third Parties

Royalty

Investment Schedule

Tax Matters

Mineral Rights

Other Rights

Pre-Permitting Costs

Litigation, Arbitration, Administrative or Other Proceedings

Material Permits

Memorandum of Agreement

Joinder Agreement

Calculation of Time

If any time period in the Agreement ends on a day of the week which is not a Business Day, then despite any other provision of the Agreement, that period will be extended until the end of the next following day which is a Business Day.

Incorporation of Definitions

Unless the contrary intention appears, where a word or expression is defined or given meaning in the Earn-In Agreement, that word or expression has, despite any termination or expiration of the Earn-In Agreement, the same meaning when used in the Agreement.

REPRESENTATIONS AND WARRANTIES AND ACKNOWLEDGEMENTS

Mutual Representations and Warranties of the Participants

Each Participant represents and warrants to the other Participants that:

(1)

it has full legal capacity and power:

to own the property and assets and to carry on the business as set forth in the Agreement; and

to enter into the Agreement and to perform its obligations under the Agreement;

it has taken all necessary action that is necessary to authorize its entry into the Agreement and to perform its obligations under the Agreement;

the Agreement constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy;

neither its execution of the Agreement nor the carrying out of its obligations under the Agreement, does or will:

contravene any applicable Law to which it or any of its property is subject or any order of any Governmental Authority or other Person that is binding on it or any of its property;

contravene, violate or constitute a default under any undertaking, agreement or instrument binding on it or any of its property or to which it is a party; or

contravene its constitution or other constating documents;

no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending or threatened against it which if adversely decided could, in the reasonable opinion of the Participant’s management, have a material adverse effect on the Participant’s business, assets or financial condition such as to materially impair its ability to perform its obligations under the Agreement, provided, however, after the execution of the Agreement, within 2 Business Days after being served with or receiving notice of any proceeding that results in the representation and warranty in this subsection (6) not being true, a Participant shall give written notice to the other Participants of such matter and shall have 20 Business Days thereafter to cure the non-conformance prior to such matter becoming a Default under this Agreement.

no liquidator, trustee in bankruptcy, receiver or receiver and manager or other external administrator is currently appointed in relation to it or any of its property; and

it is a “United States person” for U.S. federal income tax purposes.

Rosemont

Rosemont represents and warrants to KC that as at the Effective Date:

it is lawfully authorized to hold the Mineral Rights;

Rosemont is the legal and beneficial owner of that interest in the Properties detailed in Appendix B and has, and, subject to Law and obtaining all required and necessary consents and permits, will have, full right, power and capacity to deal with the Properties in accordance with the provisions of the Agreement, including without limitation the right, power and capacity to transfer beneficial ownership and use of the Properties to the Joint Venture and, upon its formation, an LLC;

the Properties are validly subsisting and in good standing and are not, and will not be, liable to forfeiture or cancellation, but may by Law be subject to a taking by a Governmental Authority on payment of just compensation;

except for the Security Interests and the interests of third parties, both as detailed in Appendix B, the Properties are free from all Security Interests and the rights, interests and claims of third parties of every description;

Rosemont is not in breach of any of the terms and conditions attaching to the Properties or of any Law (statutory or otherwise) applicable to the Properties;

all Expenditure and work requirements, rates, rentals and other outgoings which have fallen due for performance or payment in respect of the Properties have, and will have, been performed or paid except where Rosemont has been granted an extension of time within which to perform or pay such obligations or payments;

Rosemont has complied with all applicable Law with respect to the Properties and subject to Appendix B, Rosemont may enter into, under or upon the Properties for all purposes of the Agreement without making any payment to and without accounting to or obtaining the permission of any other Person;

to the knowledge of Rosemont, save as disclosed in Appendix I, there is no litigation, arbitration, administrative or other proceeding pending or threatened in relation to any of the Properties and Rosemont is not aware of any act, fact, matter or thing which may give rise to any such proceedings;

the execution, delivery and observance of the Deed of Trust does not contravene, violate or constitute a default under any undertaking, agreement or instrument binding on it or any of its property or to which it is a party; and

the form of the Joint Venture contemplated by this Agreement will not affect the already commenced permitting process for the Project and the Property, nor will it

KC

KC represents and warrants to Rosemont that, as at the Effective Date, those Persons which directly or indirectly hold an interest in KC are Korea Resources Corporation and LG International Corp. and their respective interests are as follows:

Mutual Acknowledgement of the Participants

The Participants acknowledge and agree that ranching activities are conducted by Rosemont or Affiliates owned and controlled by Rosemont at the Effective Date and that those ranching activities are of significant value to the Project by reason of assisting Rosemont in maintaining Project surface area rights and that such ranching activities should be and are included in the definition of Mining Activities such that such ranching activities are subject to the control of the Operator and the program and budgeting protocol detailed in the Agreement and all revenues are included in the revenue of the Joint Venture.

COVENANTS OF ROSEMONT

Covenants of Rosemont

Rosemont covenants and agrees that:

on or before the Effective Date, it shall cause its sole shareholder to provide written confirmation to KC that it will, on behalf of KC, for so long as both Rosemont and KC are Participants, nominate one individual of KC’s choice for appointment to Rosemont’s five-person Board of Directors, and vote its shares in favour of such appointment;

after this Effective Date and until the Agreement is terminated in accordance with its terms, Rosemont will not enter into, commit or conduct any other business activities other than the holding of the Properties and the Mining Activities; and

it shall amend its constating documents to provide that, except where expressly contemplated in an Approved Program or Approved Budget or in respect of a disposition having an aggregate value of less than $1,000,000, any disposition of Assets associated with Mining Activities shall require a unanimous resolution of the Rosemont Board of Directors.

Covenant of KC

KC covenants and agrees to maintain KC as an “United States person” for U.S. federal income tax purposes.

JOINT VENTURE

Establishment of Joint Venture

The Participants hereby associate themselves in and constitute, with effect on and from the Effective Date, a contractual joint venture called the Rosemont Copper Joint Venture for the following purposes:

to develop one or more Mines and to commence and continue production of Saleable Mineral Product on a commercial scale;

to carry on any other activity in connection with or incidental to any of the foregoing including the extraction, beneficiation, processing or refining of Mineral Product; and

to close and remediate the Mine or Mines, as required by applicable Law.

Dedication of Assets

The Parties agree that Rosemont will hold title to the Assets as of the Effective Date for the use by the Joint Venture in accordance with the terms and conditions of the Agreement, which Assets shall thereby be considered Joint Venture Property and the undivided right, title and interest in which will be deemed, subject to clause 4.9, owned by the Participants in proportion to their respective Participating Interests from time to time.

Rights and Liabilities Several Not Joint

As between the Participants the rights, duties, obligations and liabilities arising out of the Joint Venture will be several and not joint, it being the express purpose and intention of the Participants that the ownership of their respective interests in all Joint Venture Property must be as joint venturers or as partners pursuant to the terms of the Agreement in proportion to their Participating Interests and that all liabilities and obligations to third parties arising out of Joint Venture Activities will be borne by the Participants in proportion to their respective Participating Interests. Notwithstanding anything to the contrary herein, the obligations of Rosemont under that certain Settlement Agreement and Mutual Release made as of February 11, 2009 by and among ASARCO LLC, Rosemont, Augusta Resource Corporation, Rosemont Ranch, LLC, TWW Investments, LLC, DAS Holdings, LLC, Habibi, LLC, West Santa ▇▇▇▇ Land, LLC and Lazy Y I Ranch, LLC shall not be the obligation of the Joint Venture but shall remain the obligation of Rosemont in its individual capacity and not in its capacity as a Participant or as the Operator.

No Partnership or Fiduciary Relationship

Save as detailed in Article 22, the Participants agree and declare that the Agreement must not be construed as constituting an association, corporation, mining partnership or any other kind of partnership and, except for any agency specifically provided for in the Agreement, nothing in the Agreement will be deemed to constitute a Participant a partner, agent or legal representative of any other Participant for any purpose whatsoever and, except to the extent contemplated by clauses 4.6, nothing in the Agreement will create or be deemed to create a fiduciary relationship between the Participants, nor between the Operator and the other Participants or any of them.

No Holding Out

No Participant will, except as permitted by the Agreement, directly or indirectly use or permit the use of the name of any other Participant for any purpose related to the Properties or the Agreement.

Obligations of Participants

Each Participant (including the Operator) must act honestly, fairly and in accordance with usual mining practices in relation to the affairs of the Joint Venture and to the conduct of Joint Venture Activities.

INTENTIONALLY DELETED

Dealing with Joint Venture Property

Subject to Article 17, a Participant must not at any time sell or assign or grant any option over or create any Security Interest in or on the Joint Venture Property without the prior consent in writing of the other Participants and the Operator (if not a Participant) must not do, suffer, allow or permit any of the foregoing without a prior Unanimous Resolution.

Holding of Properties

All Joint Venture Property, whether acquired before or after the Effective Date, shall (subject to clause 4.18) be held by Rosemont for use by the Joint Venture in accordance with the terms and conditions of the Agreement by the Participants in proportion to their respective Participating Interests from time to time. All Joint Venture Property and interest therein held by a Participant shall be held, used, dealt with or applied solely for the purposes of the Joint Venture or as otherwise permitted under this Agreement.

Deed of Trust

So as to provide security to KC as to Rosemont's obligations under the Agreement, Rosemont agrees to ▇▇▇▇▇ ▇▇ the Deed of Trust charging and registered against the Properties provided that the Deed of Trust shall provide that it is subordinate to all Security Interests detailed in Appendix B, Rights of Third Parties and any Project

Security and any security interests which reasonably requires priority and KC shall, as and when required, execute any necessary registrable priority or subordination or intercreditor agreement as may reasonably be necessary to document such subordination.

Information

Each Participant must promptly inform the Operator of the receipt of any notice, correspondence or other communication which relates to the Properties or the Project and provide the Operator with a copy of those communications or, if the same is not in writing, with a memorandum setting out the substance of the notice, correspondence or other communication.

No Partition

Unless otherwise agreed by the Participants in writing, neither Participant may seek partition, whether by any Court or otherwise or seek an order of any Court for the sale of any of the Joint Venture Property.

Recording of Agreement

No Participant will be entitled to record the Agreement, but a memorandum of the agreement in the form attached hereto as Appendix K shall be filed for record in the office of, or on or in any register or record maintained by, any Governmental Authority, in order to give notice to third parties of such Participant’s Participating Interest in the Joint Venture Property. The Operator must promptly, with the cost of doing so being Joint Venture Expenditure, do all things (including executing and if necessary delivering all documents) necessary or desirable to perfect such recording.

In the event of termination of the Joint Venture or a Participant ceasing to be a Participant pursuant to clauses 12, 16, 17 or 19, then such Participant shall execute and deliver to the other Participants a release of its interest in the said memorandum of agreement, failing which the Operator is hereby constituted the attorney of each Participant to execute such release on behalf of such Participant in such event.

Abandonment of Project

If all Participants decide to abandon the Project prior to the granting of all Material Permits, then KC shall be entitled to recovery of the amount of the Investment contributed in priority to any distribution between the Participants based on Participating Interest, and accordingly KC’s Participating Interest shall be appropriately adjusted and any further distribution shall take into account such adjusted Participating Interest.

Financing of Project

Rosemont shall use its commercially reasonable timely, best efforts to obtain third party project loan financing (the “Project Lending”) on commercial terms acceptable to the Parties, acting reasonably, and in an amount sufficient to fund the Project (unless mutually otherwise agreed) plus a sufficient cost overrun facility for the purpose of

shall each make its best efforts to cooperate with and provide assistance and support to Rosemont to obtain the Project Lending on the bases set forth above; and

will each warrant and agree that it will receive no direct or indirect financial benefits or advantage collateral to the Project Lending.

Secondment

KC shall have a right to dispatch a maximum of three (3) duly qualified secondees to the Joint Venture, the roles and compensation of such secondees to be determined by the Management Committee. Such secondees shall be employed by and work at the direction of the Operator.

Distributions

Subject to maintaining reasonable reserves for Joint Venture payables and contingencies (including in respect of Expenditures anticipated to be incurred in the next 3 months of any current Approved Budget or budget under consideration) the Operator shall cause the Joint Venture’s funds to be distributed from the Joint Venture Account to the Participants no less than quarterly, in proportion to each Participants Participating Interest; provided such distributions shall be subject to an accounting on the Joint Venture financial year- end, based on the respective Participating Interests in effect as at such year-end.

Conversion To Limited Liability Company

Once all Material Permits are granted in respect of the Project, then the Participants agree that, subject to Law and any necessary permits and consents:

the Joint Venture shall be converted into an LLC, of which the Participants shall be the only members, holding interests proportionate to their respective Participating Interest at the time of formation of such LLC;

the governing document of the LLC shall reflect the terms of the Agreement mutatis mutandis;

the Assets of the Joint Venture shall be transferred by the registered owner to the LLC, provided that any Asset of the Joint Venture title to which might reasonably

be prejudiced by such transfer shall not be so transferred and shall remain in the name of the registered owner who shall hold such Asset for the benefit of the LLC; and

the Deed of Trust shall be released.

PARTICIPATING INTERESTS

Participating Interests

The Participating Interests of the Participants on the Effective Date will be:

Rosemont: 100%, but subject to adjustment pursuant to the Earn-In; and

KC: nominal, but subject to adjustment pursuant to the Earn-In.

Adjustment and Capital Accounts

The Participating Interests of the Participants will be subject to adjustment in such manner as may from time to time result from:

any transfer, sale, assignment, disposal or acquisition of the whole or any part of a Participant’s Participating Interest under or as permitted by the Agreement;

dilution under Article 12;

pursuant to the provisions of the Earn-In Agreement; and

pursuant to clause 4.14.

Upon any reduction of a Participant’s Participating Interest under any provision of this Agreement, a percentage of the Capital Account of the Participant whose Participating Interest has been reduced equivalent to the percentage reduction in the Participating Interest of that Participant shall be transferred to the other Participant. No such transfer shall occur, however, if the reduction of a Participant’s Participating Interest occurs in connection with an event with respect to which the Capital Accounts of the Participants are restated pursuant to Paragraph 4.1(g) of Exhibit E (in which case the provisions of Paragraph 4.1(g) of Exhibit E shall govern any adjustment of Capital Accounts). Upon any relinquishment, termination or elimination of a Participant’s Participating Interest under any provision of this Agreement, that Participant’s Capital Account shall be transferred to the remaining Participants in proportion to their then Participating Interests.

CONTRIBUTION TO JOINT VENTURE EXPENDITURE

Obligation to Contribute

Subject to clauses 6.5 and 16.14, each Participant must contribute all Joint Venture Expenditure (to the extent that it is not funded by the Investment, the Project Lending amount and any amounts received pursuant to any agreement or agreements entered into

pursuant to clause 7.11(2)) incurred in conducting Approved Programs and otherwise incurred as contemplated by Approved Budgets or otherwise incurred in a manner provided for in the Agreement, in proportion to its Participating Interest on each date on which a contribution is due to be made.

Timing of Contributions

If in any Financial Year contributions to Joint Venture Expenditure are required to be made by a Participant under the Agreement, then the Operator must issue a notice to the appropriate Participant in accordance with the requirements of this Article 6 (“Cash Call Notice”) for each calendar month. Any Cash Call Notice must not be issued more than 20 Business Days but less than 10 Business Days in advance of the calendar month to which the Cash Call Notice relates.

Operator’s Cash Call Notices

All contributions to Joint Venture Expenditure required to be made by a Participant under the Agreement must be made by that Participant paying to the Operator, on or before the first day of the month to which the Cash Call Notice relates, the amount stated in the Cash Call Notice as being the amount due to be contributed by that Participant. Every payment made by a Participant will be without prejudice to the right of that Participant to seek an adjustment in respect of any typographical or arithmetic error in a Cash Call Notice.

Manner of Payment to Operator

All payments to be made to the Operator must be made by wire, cheque or draft delivered to the bank account detailed in clause 7.17.

Joint Venture Expenditure

The Pre-Permitting Costs to a maximum of $70,000,000 shall be solely funded by advances of the Investment by KC.

Notwithstanding the Investment Schedule, KC shall not be obliged to contribute any portion of the Investment, other than the Pre-Permitting Costs, until such time as all Material Permits are granted in respect of the Project.

After the Material Permits are granted in respect of the Project, all Joint Venture Expenditure shall be funded from the following sources in the following priority and, in respect of subclause (a) below, on the following terms and conditions:

firstly, pro rata from the balance of Investment and from any advances made pursuant to any agreement or agreements entered into pursuant to clause 7.11(2) (based on a 106:230 ratio), provided that the advances of the balance of the Investment shall be made by KC forthwith as and when KC receives evidence that an advance is ready to be made under such agreement or agreements and the amount of such advance;

secondly, any Project Lending; and

thirdly, contributions of Participants as detailed in clause 6.1.

Basis of Cash Call Notice

An Operator’s Cash Call Notice must specify, in such detail (if any) as the Management Committee may from time to time prescribe:

the total sum required by the Operator to fund the Joint Venture Expenditure anticipated by the Operator under the Approved Budget for the next calendar month of the then current Financial Year showing separately estimates concerning (as applicable) Expenditure for capital works, Pre-Construction Expenditure, Construction Expenditure, Mine Expenditure and Operating Expenditure; and

Subject to clause 6.5, each Participant’s proportion (determined in proportion to Participating Interests) of the total sum set out in clause 6.6(1) to be paid by the Participant:

less the amount of any overpayment by that Participant in respect of the previous month (being where the Cash Call Notice for the previous month was in excess of the actual Joint Venture Expenditure incurred by the Operator for that previous month) and the amount of all interest (in proportion to that Participant’s Participating Interest) received on the Joint Venture Account;

plus the amount of any underpayment by that Participant in respect of the previous month (being where the Cash Call Notice for the previous month was less than the actual Expenditures incurred by the Operator for that previous month).

Despite the foregoing, in making a determination under clause 6.6(2) for a Defaulting Participant, all interest on the Joint Venture Account referred to in clause 6.6(2) accruing after the date on which that Defaulting Participant became a Defaulting Participant must be ignored and the proportions otherwise determined for the Non-defaulting Participant must be adjusted accordingly.

Cash Call Notices to be Consistent with Earn-In Agreement; Cash Call Defaults

Every Cash Call Notice issued by the Operator under clause 6.3 must be consistent with the Investment Schedule and clause 6.5. Until the Investment is fully advanced, any default by KC under a Cash Call Notice shall be solely governed by Section 3.4 of the Earn-In Agreement.

Cash Call Notices to be Consistent with Agreement

Subject to clause 6.7, every Cash Call Notice issued by the Operator under clause 6.3 must be based on estimates which are consistent with the provisions of the Agreement relating to the incurring of Joint Venture Expenditure.

Delay Interest on Default Amount

A Defaulting Participant will be liable to pay Delay Interest, on demand by the Operator or a Non-defaulting Participant, on the aggregate of the Default Amounts from time to time owing by that Defaulting Participant, which Delay Interest will be added to the Default Amount on the first day of each month until the Default Amount is paid in full.

Contribution Notice

The Operator must immediately, after an amount has become a Default Amount in respect of a Defaulting Participant by notice to the Non-defaulting Participant, request payment by it of the Default Amount (“Contribution Notice”) and, within 40 Business Days of receipt of a Contribution Notice, the Non-defaulting Participant may pay to the Operator the Default Amount or where there is more than one Non-defaulting Participant, a pro-rata proportion (determined in proportion to the respective Participating Interests of the Non-defaulting Participants) of the Default Amount. If a Contribution Notice is given, whether or not any Non-defaulting Participant has paid to the Operator its pro-rata amount of the Default Amount, any Non-defaulting Participant may, despite clause 10.15, convene a meeting of the Management Committee on five Business Days notice to consider the giving of directions to the Operator to reduce or defer the Joint Venture Activities proposed to be carried out in the next calendar month, taking into account the fact that the Default Amount is not available. At that meeting of the Management Committee, the members of the Management Committee appointed by the Defaulting Participant despite clause 10.13 will not be entitled to vote on any question concerning the reduction or deferral of Joint Venture Activities. If such reduced or deferred Joint Venture Activities are approved by the Management Committee, then the funding thereof shall be solely by the Non-defaulting Participants and such activities and funding shall not in any manner affect the status of the Defaulting Participant or of the Default Amount.

Recovery

a Non-defaulting Participant which pays a Default Amount in response to a Contribution Notice; or otherwise.

the Operator or the Non-Defaulting Participant on behalf of the Joint Venture.

Non-defaulting Participants Entitlement to Delay Interest

A Non-defaulting Participant who pays a Default Amount will be entitled to Delay Interest which accrues on that Default Amount from the date on which the amount comprising the Default Amount first fell due for payment to the date the Default Amount is paid to it by the Defaulting Participant.

Accounting for Payment

Each payment made by a Defaulting Participant to the Operator or to a Non-defaulting Participant (regardless of the Defaulting Participant’s intention concerning that payment) must be applied:

in satisfaction of Delay Interest accrued to the date of payment;

in reduction of a Default Amount; and

the balance, if any, remaining must be applied in payment or part payment (to the extent of the balance) of a contribution due to be made by the Defaulting Participant under clause 6.1 the amount of which has not yet become a Default Amount.

The recipient of a payment made by a Defaulting Participant in respect of a Default Amount must account for the amount of Delay Interest received in accordance with the entitlements provided for in clause 6.12 and for the amount of each Default Amount to the Non-defaulting Participant, or where there is more than one Non-defaulting Participant, in the proportions in which they have contributed that Default Amount.

Remedy of Default

A Defaulting Participant will be deemed not to have remedied its default in respect of a Default Amount until the Defaulting Participant has paid either to the Operator or to a Non-defaulting Participant who paid the Default Amount (as may be appropriate) the whole amount of the Default Amount and all Delay Interest accrued on the Default Amount and that such payment is made within the 20 Business Day period detailed in clause 6.10. Other than this right of remedy, a Defaulting Participant shall have no right to remedy its default without the written consent of the Non-defaulting Participant, save for one time only during the currency of the Agreement a Defaulting Participant, prior to expiry of the said 20 day cure period detailed above, may give notice to the Non- defaulting Participant that it elects to extend the said cure period by another 20 Business Days, in which case such cure period shall be so extended.

Consequences of Default

If a Participant shall become a Defaulting Participant and fails to cure such default as permitted in clause 6.14, then in addition to any other remedies, the Non-Defaulting Participant may elect, by notice to the Defaulting Participant, either:

the purchase or sale of the Participating Interest of the Defaulting Participant pursuant to Article 16; or

the dilution of the Participating Interest of the Defaulting Participant pursuant to clause 12.3.

OPERATOR

Identity of Operator

Subject to the Agreement, Rosemont will be the Operator in respect of all phases of the Joint Venture until either the Management Committee resolves by Unanimous Resolutions otherwise or the Operator is replaced pursuant to clause 7.2. Concurrently with the execution of the Agreement or the replacement of the Operator, any Operator which is not a Party must execute a Joinder Agreement with the Participants whereby the Operator accedes, among other things, to all of the obligations of the Operator under the Agreement.

Option to be Operator

If at any time after the Effective Date a Participant who is not the Operator holds greater than a 50% Participating Interest, then that Participant will have the option to become the Operator and, upon exercising the option by notice in writing to the current Operator, the current Operator will be deemed to resign as Operator and that Participant will become Operator on the date:

fixed by the Management Committee by Unanimous Resolution; or

where the Management Committee fixes no date, that date that is 6 months after the date on which the Participant exercised its option under this clause 7.2 to become Operator.

Operator as Agent: General

Subject always to clause 7.10 and any Emergency Expenditures:

All Joint Venture Activities must be carried out by the Operator or under the supervision and control of the Operator as agent for and on behalf of the Participants severally in proportion to their respective Participating Interests and for this purpose the Operator will have full possession and control of all day-to- day Joint Venture Property and all powers and authorities necessary or desirable to enable the Operator to carry out or procure the carrying out of all Joint Venture Activities (including the power to delegate any, but not all, of its powers, authorities and functions under the Agreement as the Operator considers in the best interests of the Joint Venture and in accordance with good mining practice).

Each Participant hereby irrevocably appoints the Operator and each of its employees and agents from time to time duly authorised by the Operator in that

behalf to be its true and lawful attorney, while the Operator remains Operator, to act for it and in its name or the name of the Operator as the Operator deems fit for the purpose of doing all matters, acts and things and signing, executing and delivering all deeds, documents, instruments and assurances as may be necessary or desirable to be done or signed, executed or delivered by the Participant solely for the purpose of enabling the Operator to carry out its functions and perform its duties and obligations under the Agreement.

Each Participant agrees that it will ratify and confirm all acts done under the foregoing powers by the Operator or its employees or agent duly authorised by the Operator in that behalf and declares that the Operator will not be liable for any involuntary loss that may arise in or from the exercise or non-exercise of the foregoing powers or any of them.

If and to the extent that the Operator from time to time reasonably requires, each Participant must do all lawful acts reasonably necessary to ensure that the foregoing powers of attorney are effective for the purposes of the Agreement.

The Operator shall, save as herein specifically excepted, operate in accordance with Approved Programs and Approved Budgets.

General Standard for Operator

The Operator must carry out all Joint Venture Activities in a good and workmanlike manner in accordance with good exploration and mining practice and in accordance with Law.

Operator’s Duty of Care

The Operator must act with and exercise the care, prudence and diligence which would normally be applied by a prudent and qualified Operator under the same or similar conditions.

Operator’s Qualifications

The Operator (including any Operator who is not a Participant) must have sufficient experience in the mining industry to fulfill its role as herein contemplated (and Rosemont is hereby acknowledged by the Parties to be so qualified), be duly authorised to conduct business in the State of Arizona and must hold all necessary licences and authorities to act as Operator. Any Participant may request the Operator to provide evidence of such authorization, licences and authorities.

Limitation on Obligation to Bear Expenditure

The Operator must not be required to meet or bear any Joint Venture Expenditure otherwise than out of the Joint Venture Account and any obligation imposed on the Operator requiring the expenditure of money will be read as if expressed to be subject to this clause 7.7. If an Operator meets or bears any Joint Venture Expenditure as a

Delegation and Acts of Delegate

Subject to the unanimous approval of the Management Committee, the Parties agree that the Operator will be entitled to delegate its powers and functions as Operator to a non-Participant, including an affiliate of the Operator.

If the Operator delegates to any delegate the exercise of any of its powers or authorities or the performance of any of its functions under the Agreement then all of the acts, defaults and omissions of the delegate will be deemed to be the acts, defaults or omissions of the Operator. The Parties agree that, for the purpose of this clause 7.8, the Operator will not be deemed to have delegated to a delegate its powers and functions as Operator by virtue only of the fact that the Operator engages a contractor or subcontractor to carry out any Joint Venture Activity.

Management Committee Directions

The Operator must act in accordance with all lawful directions and instructions of the Management Committee given in accordance with the Agreement.

Specific Duties

Subject to and in accordance with the Agreement and the directions and instructions from time to time of the Management Committee, the Operator must use reasonable efforts to:

ensure that the Properties are at all times kept in good standing in full force and effect, the costs of doing so being Joint Venture Expenditure, whether or not included in an Approved Budget, provided if not, then provided the costs do not exceed 10% of the then Approved Budget;

subject to approval by Unanimous Resolution, take such steps as will be necessary to apply for or otherwise obtain in the name of the Operator and for the benefit of the Participants additional or replacement Properties as the Operator may consider necessary or desirable to obtain for the purposes of the Joint Venture or as the Management Committee may direct, the costs of doing so being Joint Venture Expenditures whether or not included in an Approved Budget, provided if not, then provided the costs do not exceed 10% of the then Approved Budget;

comply with the provisions of all agreements, instruments of title or other documents under which the Joint Venture Property is held;

subject to contribution of Joint Venture Expenditure by the Participants, pay all Joint Venture Expenditure properly incurred promptly as and when due, but not, unless authorised by the Management Committee, incur or commit to Joint Venture Expenditure which results in a variance in excess of 10% of the total amount of Joint Venture Expenditure provided for in an Approved Budget except in the event of Emergency;

except:

for the Security Interests and the rights, interests and claims of third parties described in Appendix B; or

as permitted by the Agreement or as arising by operation of Law,

keep the Joint Venture Property free of all liens, encumbrances and charges;

pay rentals, taxes or other payments and do all such other things as may be necessary to maintain the Properties in good standing, including staking and restaking mining claims, and applying for licenses, leases, grants, permits, patents and other rights to and interests in the Joint Venture Property whether or not included in an Approved Budget;

perform all assessment and other work and pay all fees of Governmental Authorities required by Law in order to maintain the unpatented mining claims and mill sites included within the Properties and properly and timely record and file with the appropriate county and file with the appropriate United States agency, any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of fees of Governmental Authorities, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with applicable requirements to maintain the unpatented mining claims and mill sites in good standing;

obtain and maintain all permits, approvals, consents, waivers and permissions as may be necessary or advisable to carry out any Approved Program, whether from any Governmental Authority or otherwise;

insure and keep insured that part of the Joint Venture Property that is of an insurable nature, for an amount that a prudent owner of property of the kinds comprised in the Joint Venture Property would insure the same (or such other amount as the Management Committee may from time to time approve) with a reputable and solvent insurer, in the names of the Participants for their respective interests from time to time in the Joint Venture Property and against such risks as would usually be insured against by a prudent owner of property of the kinds comprised in the Joint Venture Property (and such other risks as the Management Committee may from time to time direct) and the premiums payable for the insurances will be Joint Venture Expenditure, whether or not included in an Approved Budget; provided the costs do not exceed 10% of the Approved Budget; and

with respect to the Mineral Rights which are unpatented Federal mining claims, perform or cause to be performed all assessment and other work in a manner consistent with that required by Law, properly and timely record and file all affidavits of assessment work and other required filings, and make all fee payments with appropriate governmental agencies, as required by Law in order to maintain the unpatented claims in good standing.

Sale of Product

The Operator must, on behalf of the Joint Venture:

from time to time take delivery of the Saleable Mineral Product (other than silver and gold in concentrate) and have same smelted, refined or otherwise treated or beneficiated (as the case may be), transported and sold or disposed of, for the best terms and conditions reasonably obtainable, as determined by the Operator, and negotiate agreements pertaining thereto and apply the proceeds from time to time received from such sale or disposal in the following order of priority:

in payment, satisfaction or reimbursement to the Operator of all costs, charges and expenses incurred by the Operator in connection with taking delivery of, storing, insuring, refining, smelting or otherwise treating or beneficiating, transporting and selling or disposing of that Saleable Mineral Product; and

hold the balance of such proceeds for application in accordance with the directions of the Management Committee, subject to clause 4.17; and

negotiate and enter into sales agreement(s) (including to an Affiliate of Rosemont) of the silver and gold in concentrate produced from the Project for consideration and on terms and conditions determined by the Operator and consistent with the terms and conditions of the Precious Metals Purchase Agreement detailed in Appendix B to receive the proceeds from time to time received from such sale (including either the Deposit or the Gold Purchase Price, both as defined in such Precious Metals Purchase Agreement) as receipts of the Joint Venture.

Participant’s Insurance

Clause 7.10 does not preclude any Participant from placing, for its own account, insurance for greater or other coverage than that placed by the Operator.

Any insurance effected and maintained by the Operator under clause 7.10 must provide that it is primary and that the insurer waives all rights it might have in relation to contribution from other insurers of a Participant.

Reports

The Operator must in a timely manner:

subject to clause 6.14, provide each of the Participants with a Report since the last Report was made:

during the Pre-Construction Period, on a monthly basis;

after the expiration of the Pre-Construction Period, monthly (or at such other intervals or additional times as the Management Committee may direct); and

during Mining Operation, weekly production reports;

use its best efforts to time those Reports so that each Participant which is or whose immediate or ultimate holding company is a corporation listed on an Exchange can use the details in the progress report to assist it in complying with its obligations to report to such Exchange;

upon request by a Participant supply to that Participant reasonable supporting information or material in relation to such aspects of the Operator’s progress report as that Participant may reasonably specify in its request; and

prepare and file or lodge and copy to the Participants all reports required by applicable Law to be submitted to any Governmental Authority or other Person.

NI 43-101 Data

Upon request by a Participant, the Operator must promptly make available to the Participant all such material and data including interpretive data (whether embodied in tangible or electronic form) generated from activities on the Properties as may be required by a Qualified Person as defined in National Instrument 43-101 for the purpose of preparing any reports as may be required by the Participant for disclosure purposes. No Participant who is an Operator will be obliged to disclose confidential proprietary information or techniques.

Regulatory Requirements and SOX

Upon request by a Participant, the Operator must promptly provide the Participant with such information, records or documentation (whether embodied in tangible or electronic form) as the Participant requests (to the extent such is in the Operator’s possession or otherwise generally available to it) so as to permit the Participant to comply with applicable Laws to which the Participant is subject or the rules or regulations of any regulatory or stock exchange having jurisdiction over the Participant or any of its Affiliates, including that which implement in whole or in part any of the principles of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. If such information, records or documentation provided indicate deficiencies in the

books, records or associated controls or procedures of the Operator, then the Operator must correct those deficiencies as promptly as practicable and provide reasonable evidence of same to the Participant.

In each Financial Year and upon the request of a Participant, the Operator must provide to the Participant a certificate, in form and content requested by the Participant (acting reasonably), certifying compliance with the principles of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or any other regulatory requirement. If the Participant (acting reasonably) considers changes in procedures of the Agreement are warranted to achieve such compliance then the Participant may give notice of same to the Operator and the Operator, after providing 10 Business Days notice of the proposed changes to the other Participants, to provide comments on the proposed changes, must implement such changes in a timely manner.

Accounts and Information

The Operator must:

in accordance with the Accounting Procedure or where the Accounting Procedure is not applicable, in accordance with applicable generally accepted accounting practice in the mining industry, keep and maintain such books of account and accounting records in relation to the Joint Venture as would normally be kept by an Operator under the same or similar circumstances;

at the request, made at any time and from time to time, and at the expense of a Participant the Operator must allow the books of account and accounting records (whether embodied in tangible or electronic form) referred to in clause 7.16(1) to be audited by an auditor (which may be the auditor of the Participant concerned) nominated by that Participant;

prepare, have audited by its auditor and deliver to the Participants a set of accounts (together with the auditor’s report on those accounts) for the Joint Venture:

in respect of each Financial Year; and

at the direction of a Participant, in respect of a financial year of a Participant if that financial year comprises a period different to the Financial Year,

and all costs incurred in the Operator complying with this clause 7.16(3) will be Joint Venture Expenditure; and

make all technical information (including all samples and drill cores and assay results), data, statistics and reports and insurance policies (whether embodied in tangible or electronic form) available at all reasonable times for inspection by the Participants and must promptly furnish copies of those documents to a Participant requesting the same, at that Participant’s expense.

Except as provided in clause 7.16(4), all costs and expenses incurred by the Operator in complying with this clause 7.16 will be Joint Venture Expenditure whether or not included in an Approved Budget.

Joint Venture Account

The Operator must open in its own name, but in trust for the Participants in proportion to Participating Interests, and maintain a special purpose bank account (which must be interest-bearing if possible) to be styled the “Rosemont Copper Joint Venture Account” into which account all contributions made by the Participants and all other receipts by the Operator on account of the Joint Venture must be deposited and from which all Joint Venture Expenditure will be paid or reimbursed to the Operator. For greater certainty, the Operator shall not use any funds from the Joint Venture Account except in connection with the Joint Venture.

Interest on Joint Venture Account

All interest earned on the Joint Venture Account must be held in and applied as part of the Joint Venture Account.

Participants to Assist Operator

Each Participant must do all things reasonably necessary on its behalf to enable the Operator to discharge all the obligations and duties of the Operator under the Agreement. Any costs or expenses reasonably incurred or expended by a Participant in such regard shall be deemed to be a Joint Venture Expenditure.

Prohibitions

The Operator must not, except with the prior approval of the Management Committee under clause 10.13 or except in an Emergency:

knowingly enter into any contract or arrangement in connection with the Joint Venture with a Party or an Affiliate of a Party;

except where sufficient details are provided in an Approved Program or Approved Budget, enter into any contract or subcontract involving a commitment to an Expenditure, whether capital or operating, in excess of $1,000,000;

except where expressly contemplated in an Approved Program or Approved Budget, sell or otherwise dispose of any Joint Venture Property having an aggregate market value exceeding $1,000,000;

institute, defend, compromise or settle any court or arbitral proceedings or insurance claim involving an amount in excess of $250,000; or

except as necessary to comply with Law or the requirements of any Governmental Authority having jurisdiction, suspend or curtail Mining Activities or any Mining Operation.

Termination of Operator’s Appointment

The appointment of an Operator will terminate either at the instance of the Operator or of the Management Committee, and if the latter, only if the Management Committee so resolves by Unanimous Resolution.

Voluntary Resignation

The Operator may resign upon not less than 6 months prior notice to the Participants.

If the Operator is a Participant, then the Participant which is not the resigning Operator may, if it and its Affiliates have a Participating Interest aggregating 20% or more, by notice to the resigning Operator elect to become the replacement Operator. Any notice containing that election must be given by the electing Participant to the resigning Operator within 20 Business Days after receipt of the resigning Operator’s notice of resignation. Upon delivery of such notice, the electing Participant will be deemed to be appointed as the replacement Operator by the Management Committee, effective on the expiration of the 6 month period referred to above or on such other date as fixed by the Management Committee.

If:

pursuant to clause 7.22(2), the Participant who is not the Operator does not elect to be appointed replacement Operator in accordance with clause 7.22(1); and

the Management Committee does not, in accordance with the Agreement, appoint a replacement Operator within 80 Business Days after the commencement of the 6 month period referred to in clause 7.22(1),

then the Participant who is not the Operator may, despite any provision of the Agreement to the contrary, appoint a replacement Operator and unless that appointment constitutes a breach of clause 4.6, the Participant who is resigning as Operator may not dispute that appointment under clause 24 or otherwise.

If a Person who is not a Participant resigns as Operator then:

any Participant may by notice to the other Participants, nominate third Persons to act as replacement Operator; and

the Management Committee may, after consideration of the nominees referred to in clause 7.22(4)(a), appoint any of those nominees as replacement Operator.

Deemed Termination

Subject to clause 7.24, the appointment of an Operator will terminate upon the happening of any one or more of the following events or occurrences:

the Operator becomes, or informs the Participants, creditors of the Operator generally or any particular creditor of the Operator that it is, insolvent or unable to pay its debts as and when they fall due;

a liquidator or provisional liquidator, a receiver or receiver and manager, assignee, custodian, trustee, sequestrator or an analogous Person is appointed to, or in respect of, the Operator or any of its property;

the Operator has a mortgagee seeking to exercise a right of possession or control over the whole or a part of its property;

the Operator enters into, or calls a meeting of its members or creditors with a view to entering into, a composition, compromise or arrangement with, or an assignment for the benefit of, any of its members or creditors, or a Court orders that a meeting be convened in respect of a proposed composition, compromise or arrangement between the Operator and its creditors or any class of its creditors, other than for the purpose of reconstruction or amalgamation;

the Operator has any execution, writ of execution, injunction or similar order, attachment or other process made, levied or issued against it or in relation to any of its assets;

any application is made or other process commenced (not being an application or process withdrawn, discontinued or dismissed within 20 Business Days of being filed) seeking an order for the appointment of a provisional liquidator, a liquidator, a receiver or a receiver and manager or an analogous Person to or over the Operator or any of its property;

the Operator is declared bankrupt or has filed for some form of protection from its creditors under applicable Law relating to or governing bankruptcy;

there is a resolution of creditors or members, or an order of a court, to place in liquidation or bankruptcy or wind up the Operator;

an event happens analogous to an event specified in clauses 7.23(1) to 7.23(8) under applicable Laws;

the Operator commits a Terminable Breach and within 20 Business Days after notice in writing has been given to the Operator by a Participant specifying such

default and demanding that the Operator remedy the same, the Operator does not cure such breach or is not in the process of diligently proceeding to cure such breach;

if the Operator is a Participant and fails to contribute Joint Venture Expenditure in accordance with a Cash Call Notice such that it becomes a Defaulting Participant and within 20 Business Days after notice in writing has been given to the Operator (in its capacity as a Participant) by a Non-Defaulting Participant specifying such default and demanding that the Operator (in its capacity as a Participant) remedy the same, the Operator (in its capacity as a Participant) does not cure such default;

if the Operator is a Participant when appointed as Operator and subsequently ceases to be a Participant; and

if the Operator is a Participant and it and its Affiliates cease to hold Participating Interests aggregating 10% or more unless no other Participant holds a greater Participating Interest.

Limitation of Reappointment and Voting for Replacement Operator

Any Participant whose appointment as Operator is terminated under clause 7.23 (other than under clauses 7.23(11) or 7.23(13)) may not be reappointed as the Operator except upon a Unanimous Resolution.