Common use of Confidentiality and Press Releases Clause in Contracts

Confidentiality and Press Releases. Except where regulatory or stock exchange requirements prohibit, the terms of this Letter Agreement are to be held by the parties and their directors, officers, employees, consultants, agents, accountants, legal counsel, financing sources and those of its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives"), in strict confidence. It being agreed that each such Representative will be informed by the respective party of the confidential nature of this Letter Agreement and will agree to be bound by its terms and further, that each party will be responsible for any breach hereof by its Representatives. The parties understand that disclosure may be required pursuant to law or regulations of an applicable stock exchange, and, in the event that a party desires to make public disclosure, to the extent legally permissible, the other party shall receive two business days to review and approve such disclosure, with such approval not to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. It is understood that this Letter Agreement shall be a binding and enforceable agreement as of the date it is executed by Solitario; provided, however, the Agreement shall be subject to a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution of this Letter Agreement, and to the extent that the results of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitment. In the event any provision of this Letter Agreement is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter Agreement shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. This Letter Agreement contains the entire understanding of the parties relating to the specific subject matter hereof, and supersedes all prior agreements and understandings between the parties. The parties have the necessary power and authority to enter into this Letter Agreement which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. Newmont Peru Limited By: /s/ Xxxxxx Santa Xxxx Name: Xxxxxx Santa Xxxx Title: President and Managing Director Agreed to and accepted this 5th day of April, 2004. Solitario Resources Corp. By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO EXHIBIT A The Property Name Hectares Code Status 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled Total 12,100 [1] Polet Option to Purchase Agreement is the agreement executed between Minera Solitario S.A.C., a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following information:

Confidentiality and Press Releases. Except where regulatory or stock exchange requirements prohibitUnless and until the closing of the ------------------------------------- transactions contemplated by this Agreement shall have occurred, the terms of this Letter Agreement are to and except as may be held otherwise required by the parties applicable law, Paradigm and their directorsFullCircle shall each, officers, and each shall cause its employees, consultants, agents, accountantsand representatives to, legal counselmaintain in confidence and not otherwise use information, financing sources documents, and those of data furnished to it, or to any person or entity on its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives")behalf, in strict confidence. It being agreed that each such Representative will be informed by the respective other party in connection herewith. Prior to the Closing Date, neither party and no employees of either party shall, without the prior written approval of the confidential nature other party, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except that FullCircle may issue a public announcement or press release regarding the signing of this Letter Agreement upon approval of form, content and will agree to be bound timing by its terms and further, that each party will be responsible for any breach hereof by its Representatives. The parties understand that disclosure may be required pursuant to law or regulations of an applicable stock exchangeParadigm, and, in the event that a party desires to make public disclosure, to the extent legally permissiblethat either party shall be so obligated by law, in which case the other party shall receive two business days be so advised and the parties shall use their best efforts to review and approve such disclosure, with such approval not cause a mutually agreeable release or announcement or filing to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. It is understood that this Letter Agreement shall be a binding and enforceable agreement as of the date it is executed by Solitario; provided, however, the Agreement shall be subject to a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution of this Letter Agreement, and to the extent that the results of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitmentissued. In the event any provision no closing shall have occurred on or before 5:00 PM EDT on October 16, 2002, FullCircle may issue a public announcement or press release deemed appropriate regarding the unwinding of this Letter Agreement is found upon approval of form, content and timing by Paradigm but this requirement of confidentiality shall continue for one year thereafter. On the Closing Date, or as soon thereafter as practicable, Paradigm and FullCircle shall issue a press release concerning the execution and consummation of the Plan, to be inconsistent withreleased promptly and within the time required by the laws, or contrary rules and regulations as promulgated by the United States Securities and Exchange Commission, and concomitant therewith to law, rule or regulation, cause to be prepared a full and complete letter to FullCircle's shareholders which shall contain information required by Regulation 240.I4f_I as promulgated under Section I4(f) as mandated under the latter shall be deemed to control Securities and this Letter Agreement shall be regarded as modified accordingly andExchange Act of 1934, as so modified, shall continue in full force and effect. This Letter Agreement contains the entire understanding of the parties relating to the specific subject matter hereof, and supersedes all prior agreements and understandings between the parties. The parties have the necessary power and authority to enter into this Letter Agreement which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. Newmont Peru Limited By: /s/ Xxxxxx Santa Xxxx Name: Xxxxxx Santa Xxxx Title: President and Managing Director Agreed to and accepted this 5th day of April, 2004. Solitario Resources Corp. By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO EXHIBIT A The Property Name Hectares Code Status 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled Total 12,100 [1] Polet Option to Purchase Agreement is the agreement executed between Minera Solitario S.A.C., a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following information:amended.

Confidentiality and Press Releases. Except where regulatory or stock exchange requirements prohibit, as well as for recording a public deed, the terms of this Letter of Intent, the Agreement and the Royalty Deed are to be held by the parties and their directors, officers, employees, consultants, agents, accountants, legal counsel, financing sources and those of its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives"), in strict confidence. It being agreed that each such Representative will be informed by the respective party of the confidential nature of this Letter Agreement and will agree to be bound by its the terms of this Letter and further, that each party will be responsible for any breach hereof of this Letter by its Representatives. If either party makes any public disclosure (e.g., press release) of the existence of this Letter of Intent or the terms herein without the prior written consent of the other, the non-disclosing party may revoke any obligations or agreements made herein. The parties understand that disclosure may be required pursuant to law or regulations of an applicable stock exchange, and, in the event that a party desires to make public disclosure, to the extent legally permissible, the other party shall receive two 3 business days to review and approve such disclosure, with such approval not to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. It is understood that this Letter Agreement shall be a binding and enforceable agreement as of the date it is executed by Solitario; provided, however, the Agreement shall be subject to a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution of this Letter Agreement, and to the extent that the results of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitment. In the event any provision of this Letter Agreement of Intent is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter Agreement of Intent shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. This Letter Agreement of Intent is entered into and effective as of the date first written above. This Letter of Intent contains the entire understanding of the parties relating to the specific subject matter hereof, and supersedes all prior agreements and understandings between the parties. The parties have the necessary power and authority to enter into this Letter Agreement of Intent which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. Newmont Peru Overseas Exploration Limited By: /s/ Xxxxxx Santa Xxxx Name: Xxxxxx Santa Xxxx Title: President and Managing Director Agreed to and accepted this 5th day of April, 2004. Solitario Resources Corp. Corporation By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO EXHIBIT Exhibit A The Property Name Hectares Code Status 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled Total 12,100 [1] Polet Option to Purchase Agreement is the agreement executed between Minera Solitario S.A.C., a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following information:BANKABLE FEASIBILITY STUDY