Common use of Area of Interest Clause in Contracts

Area of Interest. 10.1 If a party or an Affiliate (the “Offeror”) acquires directly or indirectly or pursuant to any third party agreement, any exploration permit or other form of interest in minerals located wholly or in part within an area of five (5) miles from the boundaries of the Willow Property (the “Area of Interest”), the Offeror will promptly offer, such interest to the other party with respect to the Willow Property (the “Offerees”) by notice in writing setting out the nature of such mineral interest and including all information known by the Offeror about such mineral interest, the Offeror’s, or its Affiliate’s, acquisition costs and all other details relating thereto and if, within 60 days from the date of the receipt of such notice, one or more of the Offerees accepts such mineral interest by notice in writing to the Offeror and pays to the Offeror a percent of the Offeror’s acquisition costs as set out in such notice equal to the Offeree’s interest in the property as of the date of this Agreement, such mineral interest will be deemed to form part of the Willow Property for the purposes of this Agreement and the boundaries of such mineral interest will be deemed to form part of the new boundaries of the Willow Property for the purposes of this section 10. 10.2 Each party with respect to the Willow Property will execute and deliver or cause to be executed and delivered such further documents and instruments and give such further assurances as the other may reasonably require to evidence and give effect to the establishment of the Area of Interest and the transfer of mineral interests pursuant to this section 10. 10.3 Each party with respect to the Willow Property hereby covenants and agrees with the other to use its best efforts in any acquisition agreement under which it acquires any interest in minerals within the Area of Interest to acquire a 100% undivided interest in such minerals and to obtain unencumbered rights to assign an interest in any such agreement and the mineral rights related thereto pursuant to the provisions of this Agreement. 10.4 For greater certainty, it is agreed that Westhavenand Almaden are competitors outside of the Area of Interest and are free to acquire property outside of the Area of Interest and neither party has any restriction or obligation whatsoever outside of the five (5) mile Area of Interest.

Area of Interest. 10.1 If If, during at any time that this Agreement or the Joint Venture Agreement remains in effect, a party or an Affiliate of a party (the “Offeror”) acquires directly or indirectly or pursuant to any third party agreement, any mineral claim, concession, exploration permit or other form of interest in minerals located wholly or in part within or within an area of five ten (510) miles kilometres from the boundaries of the Willow Property area as indicated on the map attached as Schedule "D" hereto (the “Area of Interest”), the Offeror will promptly offer, such interest to the other party with respect to the Willow Property (the “OffereesOfferee”) by notice in writing setting out the nature of such mineral interest and including all information known by the Offeror about such mineral interest, the Offeror’s, or its Affiliate’s's, acquisition costs and all other details relating thereto and if, within 60 days from the date of the receipt of such notice, one or more of the Offerees Offeree accepts such mineral interest by notice in writing to the Offeror and at the Offeree’s option either (i) pays to the Offeror a percent percentage of the Offeror’s acquisition costs (the “Offeree’s Costs”) as set out in such notice equal to the Offeree’s interest in the property Property as of the date of this Agreementthe notice or (ii) credits the Offeree’s Costs towards the Option Obligation, such mineral interest will be deemed to form part of the Willow Property for the purposes of this Agreement and the boundaries of such mineral interest will be deemed to form part of the new boundaries of the Willow Property for the purposes of this section 10Agreement. 10.2 Notwithstanding, the Owner may acquire certain concession immediately adjacent and to the west of the Property as further set out in Schedule “D” attached hereto, within 90 days of execution of the Definitive Agreement. The Optionee agrees to reimburse the Owner a total of US$16,400 which represents the net incremental costs to acquire these concessions, and this reimbursement shall be credited toward the Option Obligation of the Optionee. 10.3 Each party with respect to the Willow Property will execute and deliver or cause to be executed and delivered such further documents and instruments and give such further assurances as the other may reasonably require to evidence and give effect to the establishment of the Area of Interest and the transfer of mineral interests pursuant to this section 10section. 10.3 10.4 Each party with respect to the Willow Property hereby covenants and agrees with the other to use its best commercially reasonable efforts in any acquisition agreement under which it acquires any interest in minerals within the Area of Interest to acquire a 100% undivided interest in such minerals and to obtain unencumbered rights to assign an interest in any such agreement and the mineral rights related thereto pursuant to the provisions of this Agreement. 10.4 For greater certainty, it is agreed that Westhavenand Almaden are competitors outside of the Area of Interest and are free to acquire property outside of the Area of Interest and neither party has any restriction or obligation whatsoever outside of the five (5) mile Area of Interest.

Area of Interest. 10.1 If a party 33.1 Each Participant hereby covenants and agrees with the other that if it, or any Associated Company of it (an Affiliate (the “Offeror”) acquires acquires, directly or indirectly or pursuant to any third party agreement, any exploration permit or other form of interest in minerals located wholly or in part within an area of five (5) miles from the boundaries of the Willow Property (the “Area of Interest”), Interest the Offeror will promptly will, within 30 days of such acquisition, offer, or in the case of an Associated Company, use its best efforts to cause such Associated Company to offer such interest to the other party with respect to the Willow Property Participant (the “OffereesOfferee”) by notice in writing to the Offeree setting out the nature of such mineral interest and including all information known by the Offeror about such mineral interest, the Offeror’s, or its AffiliateAssociated Company’s, acquisition costs and all other details relating thereto and if, within 60 30 days from the date of the receipt of such notice, one or more of the Offerees Offeree accepts such mineral interest by notice in writing to the Offeror and pays to the Offeror a percent portion of the Offeror’s acquisition costs as set out in such notice equal to the Offeree’s interest Interest in the property Property as of the date of this Agreement, such mineral interest will be deemed to become part of the Property and any acquisition costs so paid will form part of the Willow Property for the purposes of this Agreement and the boundaries of such mineral interest will be deemed to form part of the new boundaries of the Willow Property for the purposes of this section 10that Participant’s Costs. 10.2 33.2 Each party with respect to the Willow Property will execute and deliver or cause to be executed and delivered such further documents and instruments and give such further assurances as the other may reasonably require to evidence and give effect to the establishment of the Area of Interest and the transfer of mineral interests pursuant to this section 10. 10.3 Each party with respect to the Willow Property Participant hereby covenants and agrees with the other to use its best efforts in any acquisition agreement under which it acquires any interest in minerals within the Area of Interest to acquire a 100% undivided interest in such minerals subject only to royalty interests in favour of the property vendor and financial provisions contemplating the use of one processing facility for ores derived from the various properties in the Area of Interest and to obtain unencumbered rights to assign an interest in any such agreement and the mineral rights related thereto pursuant to the provisions of this Agreement. 10.4 For greater certainty, it is agreed that Westhavenand Almaden are competitors outside of the Area of Interest and are free to acquire property outside of the Area of Interest and neither party has any restriction or obligation whatsoever outside of the five (5) mile Area of Interest.

Area of Interest. 10.1 If a party 1. Each Participant with respect to the Properties, hereby covenants and agrees with the other that if it, or an its Affiliate (the “"Offeror”") acquires directly or indirectly or pursuant to any third party agreement, any exploration permit or other form of interest in minerals located wholly or in part within an area of five (5) miles kilometers from the boundaries of the Willow Property Properties (the “"Area of Interest”"), the Offeror will promptly offer, such interest to the other party Participant(s) with respect to the Willow Property Properties (the “"Offerees”") by notice in writing setting out the nature of such mineral interest and including all information known by the Offeror about such mineral interest, the Offeror’s, or its AffiliateAffiliated Company’s, acquisition costs and all other details relating thereto and if, within 60 days from the date of the receipt of such notice, one or more of the Offerees accepts such mineral interest by notice in writing to the Offeror and pays to the Offeror a percent of the Offeror’s acquisition costs as set out in such notice equal to the Offeree’s interest Interest in the property as of the date of this Agreementagreement, such mineral interest will be deemed to form part of the Willow Property Properties for the purposes of this Agreement agreement and any acquisition costs so paid will form part of that Participant’s Costs. If any Participant’s Interest in the boundaries Properties has been converted to a Net Smelter Return pursuant to subsection 10.5 its Interest as at the date of such mineral interest this agreement for the purpose of any acquisition under this section will be deemed to form part of have been acquired pro-rata by the new boundaries of remaining Participants in accordance with their respective Interests in the Willow Property for Properties and the purposes of acquisition costs and initial Interests in any such acquisition under this section 10will be adjusted accordingly. 10.2 2. Each party Participant with respect to the Willow Property Properties will execute and deliver or cause to be executed and delivered such further documents and instruments and give such further assurances as the other may reasonably require to evidence and give effect to the establishment of the Area of Interest and the transfer of mineral interests pursuant to this section 10section. 10.3 3. Each party Participant with respect to the Willow Property Properties hereby covenants and agrees with the other others to use its best efforts in any acquisition agreement under which it acquires any interest in minerals within the Area of Interest to acquire a 100% undivided interest in such minerals subject only to royalty interests in favor of the property vendor and financial provisions contemplating the use of one processing facility for ores derived from the various properties in the Area of Interest and to obtain unencumbered rights to assign an interest in any such agreement and the mineral rights related thereto pursuant to the provisions of this Agreementagreement. 10.4 For greater certainty, it is agreed that Westhavenand Almaden are competitors outside of the Area of Interest and are free to acquire property outside of the Area of Interest and neither party has any restriction or obligation whatsoever outside of the five (5) mile Area of Interest.