Common use of COVENANTS OF THE OPTIONEE Clause in Contracts

COVENANTS OF THE OPTIONEE. During the term of this Agreement the Optionee shall: (a) comply with all Applicable Laws with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Laws; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages and for all materials, supplies and services delivered to or performed on or in respect of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (h) pay all timber dues or other assessments or charges which may be levied or imposed under any Applicable Laws arising as a consequence of the harvesting of any timber resources from the Property by or on behalf of the Optionee; (i) maintain the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of same.

COVENANTS OF THE OPTIONEE. 5.1 During the term currency of this Agreement the Option, the Optionee shall: (a) comply keep the Property free and clear of all Liens arising from its operations hereunder (except liens for taxes not yet due, other inchoate liens or liens contested in good faith by the Optionee) and proceed with all Applicable Laws with respect diligence to its Mining Operations hereunder, including discharging the duty to consult with contest or provide notice to all applicable Aboriginal communitiesdischarge any Lien that is filed; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Laws; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages workers and wage earners employed by it or its contractors on the Property, and pay for all materials, services and supplies and services purchased or delivered to or performed in connection with its activities on or with respect to the Property; (c) permit Rxxx, or its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records and reports, if any, prepared by the Optionee in connection with work done on or with respect to the Property, and fxxxxxx Xxxx within 60 days of the completion of a program on the Property with a report with respect to the work carried out by the Optionee on or with respect to said program and material results obtained; (d) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable federal, provincial and local laws, rules, orders and regulations, and indemnify and save Rxxx harmless from any and all claims, suits, demands, losses and expenses including, without limitation, with respect to environmental matters, made or brought against it as a result of work done or any act or thing done or omitted to be done by the Optionee on or with respect to the Property; and (e) provide to Rxxx within 60 days of the end of each calendar quarter during which any Expenditures have been incurred comprehensive written reports showing the operations carried out and the results obtained and detailing the Expenditures incurred together with evidence of payment thereof. 5.2 In the event of termination of the Option for any reason other than through the exercise thereof, the Optionee will: (a) leave the Property: (i) in good standing and free and clear of all Liens arising from its operations hereunder, (ii) in a safe and orderly condition, and (iii) in a condition which is in compliance with all rules and orders of governmental authorities with respect to reclamation and rehabilitation of all disturbances resulting from the Optionee's use and occupancy of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (hb) pay deliver to Rxxx, within 90 days of a written request therefor, a report on all timber dues work carried out by the Optionee on the Property (limited to factual matters only) together with copies of all sample location maps, drillhole assay logs, assay results and other technical data compiled by the Optionee or other assessments or charges which may be levied or imposed under any Applicable Laws arising as a consequence its representatives with respect to the Property; and (c) have the right (and, if requested by Rxxx within 90 days of the harvesting effective date of any timber resources termination, the obligation) to remove from the Property within one year of termination of this Agreement all facilities erected, installed or brought upon the Property by or on behalf at the instance of Optionee, failing which, the Optionee; (i) maintain facilities shall become the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements property of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of sameRxxx.

COVENANTS OF THE OPTIONEE. 5.1 During the term currency of this Agreement the Option, the Optionee shall: (a) comply keep the Property free and clear of all Liens arising from its operations hereunder (except liens for taxes not yet due, other inchoate liens or liens contested in good faith by the Optionee) and proceed with all Applicable Laws with respect diligence to its Mining Operations hereunder, including discharging the duty to consult with contest or provide notice to all applicable Aboriginal communitiesdischarge any Lien that is filed; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Laws; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages workers and wage earners employed by it or its contractors on the Property, and pay for all materials, services and supplies and services purchased or delivered to or performed in connection with its activities on or with respect to the Property; (c) permit Xxxx, or its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records and reports, if any, prepared by the Optionee in connection with work done on or with respect to the Property, and xxxxxxx Xxxx within 60 days of the completion of a program on the Property with a report with respect to the work carried out by the Optionee on or with respect to said program and material results obtained; (d) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable federal, provincial and local laws, rules, orders and regulations, and indemnify and save Xxxx harmless from any and all claims, suits, demands, losses and expenses including, without limitation, with respect to environmental matters, made or brought against it as a result of work done or any act or thing done or omitted to be done by the Optionee on or with respect to the Property; and (e) provide to Xxxx within 60 days of the end of each calendar quarter during which any Expenditures have been incurred comprehensive written reports showing the operations carried out and the results obtained and detailing the Expenditures incurred together with evidence of payment thereof. 5.2 In the event of termination of the Option for any reason other than through the exercise thereof, the Optionee will: (a) leave the Property: (i) in good standing and free and clear of all Liens arising from its operations hereunder, (ii) in a safe and orderly condition, and (iii) in a condition which is in compliance with all rules and orders of governmental authorities with respect to reclamation and rehabilitation of all disturbances resulting from the Optionee's use and occupancy of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (hb) pay deliver to Xxxx, within 90 days of a written request therefor, a report on all timber dues work carried out by the Optionee on the Property (limited to factual matters only) together with copies of all sample location maps, drillhole assay logs, assay results and other technical data compiled by the Optionee or other assessments or charges which may be levied or imposed under any Applicable Laws arising as a consequence its representatives with respect to the Property; and (c) have the right (and, if requested by Xxxx within 90 days of the harvesting effective date of any timber resources termination, the obligation) to remove from the Property within one year of termination of this Agreement all facilities erected, installed or brought upon the Property by or on behalf at the instance of Optionee, failing which, the Optionee; (i) maintain facilities shall become the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements property of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of sameXxxx.

COVENANTS OF THE OPTIONEE. 5.1 During the term currency of this Agreement the Option, the Optionee shall: (a) comply keep the Property free and clear of all Liens arising from its operations hereunder (except liens for taxes not yet due, other inchoate liens or liens contested in good faith by the Optionee) and proceed with all Applicable Laws with respect diligence to its Mining Operations hereunder, including discharging the duty to consult with contest or provide notice to all applicable Aboriginal communitiesdischarge any Lien that is filed; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Laws; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages workers and wage earners employed by it or its contractors on the Property, and pay for all materials, services and supplies and services purchased or delivered to or performed in connection with its activities on or with respect to the Property; (c) permit Xxxx, or its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records and reports, if any, prepared by the Optionee in connection with work done on or with respect to the Property, and xxxxxxx Xxxx within 60 days of the completion of a program on the Property with a report with respect to the work carried out by the Optionee on or with respect to said program and material results obtained; (d) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable federal, provincial and local laws, rules, orders and regulations, and indemnify and save Xxxx harmless from any and all claims, suits, demands, losses and expenses including, without limitation, with respect to environmental matters, made or brought against it as a result of work done or any act or thing done or omitted to be done by the Optionee on or with respect to the Property; (e) file all assessment work within the calendar year the work was completed; and (f) provide to Xxxx within 60 days of the end of each calendar quarter during which any Expenditures have been incurred comprehensive written reports showing the operations carried out and the results obtained and detailing the Expenditures incurred together with evidence of payment thereof. 5.2 In the event of termination of the Option for any reason other than through the exercise thereof, the Optionee will: (a) leave the Property: (i) in good standing and free and clear of all Liens arising from its operations hereunder, (ii) in a safe and orderly condition, and (iii) in a condition which is in compliance with all rules and orders of governmental authorities with respect to reclamation and rehabilitation of all disturbances resulting from the Optionee's use and occupancy of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (hb) pay deliver to Xxxx, within 90 days of a written request therefor, a report on all timber dues work carried out by the Optionee on the Property (limited to factual matters only) together with copies of all sample location maps, drillhole assay logs, assay results and other technical data compiled by the Optionee or other assessments or charges which may be levied or imposed under any Applicable Laws arising as a consequence its representatives with respect to the Property; and (c) have the right (and, if requested by Xxxx within 90 days of the harvesting effective date of any timber resources termination, the obligation) to remove from the Property within one year of termination of this Agreement all facilities erected, installed or brought upon the Property by or on behalf at the instance of Optionee, failing which, the Optionee; (i) maintain facilities shall become the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements property of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of sameXxxx.

COVENANTS OF THE OPTIONEE. During the term of this Agreement the Optionee shall: (a) comply with all Applicable Laws with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Laws; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages and for all materials, supplies and services delivered to or performed on or in respect of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (h) pay all timber dues or other assessments or charges which may be levied or imposed under any Applicable Laws arising arising, as a consequence of the harvesting of any timber resources from the Property by or on behalf of the Optionee; (i) maintain the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of same.

COVENANTS OF THE OPTIONEE. 12.1 During the term currency of this Agreement Agreement, the Optionee shallOptionee: (a) comply with will do all Applicable Laws with respect such things required to its Mining Operations hereunderkeep the Claims in good standing, including discharging including, but not restricted to, paying all fees and taxes relating to the duty to consult with or provide notice to Claims and by the doing and filing of all applicable Aboriginal communitiesnecessary work; (b) comply with will keep the provisions Claims free and clear of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain all Encumbrances arising from the MNDM an exploration permit prior to carrying out certain early exploration activities Optionee’s operations hereunder and making all other payments which may be necessary in respect of that regard, it being understood that the PropertyOptionee may subsequently contest any such Encumbrance; (c) keep a detailed record will not do any act or thing which would or might in any way adversely affect the rights of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records Optionors to the MNDM upon requestClaims, the rights of the Optionor Sub to the NSR Royalty or any other rights of the Optionors hereunder; (d) conduct all Mining Operations will not do any act or thing or fail to do any act or thing which would be or result in accordance with Environmental Standardsa breach of the terms of the Underlying Golden Arc Option Agreement; (e) conduct will permit the Optionor or the Optionor Sub, or their representatives duly authorized by it in writing, at their own risk and expense, access at all Mining Operations reasonable times, but subject to reasonable notice, to the Claims and supervise to all records prepared by the operation Optionee in connection with work done on or with respect to the Claims, provided that if such disclosure would otherwise be a breach of all contractors and or sub-contractors inany securities Laws pertaining to the disclosure of material information, on and under then the Property Optionors will prior to such disclosure sign a confidentiality agreement in a careful manner and form reasonably acceptable to the Optionors; (f) will have prepared technical reports in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality National Instrument 43-101 by a qualified person independent of the foregoing, Optionors and the Optionee shall on the completion Claims and deliver those technical reports, in electronic form to the Optionors within 90 days of its work or at the end December 31, 2006 and each subsequent December 31 of the term of this Agreement leave and, in the Property in a safe condition with any and all openings safeguarded in accordance with event that the provisions of all Applicable Laws; (f) subject to the other provisions of Optionee terminates this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion within 90 days of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Propertysuch termination; (g) pay or cause to be paid all workmen's wages within 90 days of December 31, 2006 and for all materials, supplies and services delivered to or performed on or in respect within each subsequent December 31 of the Propertyterm of the Option of this Agreement will prepare and deliver to the Optionors an Exploration Expense Report relating to Exploration Expense on the Claims during the Option Period not subject to a previous Exploration Expense Report and, so as to avoid any woodsmanin the event that the Optionee terminates this Agreement or exercises the Option, builderswithin 90 days of such termination or exercise, or construction liens from arisingwith the Exploration Expense Report for the period ended December 31, 2006 reporting on the Exploration Expense on the Golden Arc Claims and the Exploration Expense on the Claims other than the Golden Arc Claims separately; (h) pay shall make available for review by the Optionors during normal business hours, for a period of one month after the delivery to the Optionors of each Exploration Expense Report, backup invoices, statements and the like verifying such Exploration Expense promptly upon the Optionors’ written request. Each Exploration Expense Report will be deemed complete and accurate if such calculations in such report are not disputed in writing by the Optionors within 60 days following receipt by the Optionors of such Exploration Expense Report. In the event that Optionors dispute any amount (the “Disputed Amount”) set out in the Exploration Expense Report, all timber dues such costs incurred by the Optionees in respect of that dispute including, the cost of any audit or other assessments review will be paid by the Optionors to the Optionees, unless such audit or charges which may be levied or imposed under any Applicable Laws arising as a consequence other review discloses that the reported Disputed Amount is an amount exceeding 5% of the harvesting of any timber resources from amount determined by such audit or review in which case, the Property by or on behalf Optionee will bear the full expenses of the OptioneeOptionee and the Optionors; (i) maintain will conduct all work on or with respect to the Property Claims in good standing by doing a careful and minerlike manner and in compliance with all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunderapplicable Laws; (j) abide will defend, indemnify and save the Optionors harmless from any and all claims, suits, actions made or brought against it as a result of work done by the Optionee, its employees, agents or contractors on or with respect to the Claims; (k) will make all directions filings and disclosures as required and within the time periods specified under all applicable securities legislation with respect to the allotment and issuance of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunderShares pursuant to this Agreement; and (kl) maintain adequate will, prior to commencing of any work on the Claims, obtain general liability and other insurance and if requested by Optionors, to provide evidence of samein an amount not less than $2,000,000.

COVENANTS OF THE OPTIONEE. During 4.01. The Optionee covenants and agrees that during the term currency of this Agreement the Optionee it shall: (a) carry out its work on the Property in accordance with recognized good and miner like exploration and engineering practices and in conformity in all respects with all applicable governmental mining laws and regulations, specifically including the guidelines published under the Mines Act, and comply with any and all Applicable Laws with respect to conditions specified under the terms of the work permits issued by the Ministry of Energy and Mines and its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communitiesauthorized agents; (b) comply with save and defend the provisions Optionor harmless from all costs, loss or damage which may arise by reason of injury (including injury resulting in death) to any persons employed by the Optionee in or upon the Property or any part thereof, or which may arise by reason of injury (including injury resulting in death) to any persons or damage done to any other property as a result of any work or operations of the Mining Act, including without limitation, any duty Optionee or requirement to consult with of its possession or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage occupancy of the mining process and Property, PROVIDED that the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities Optionee shall incur no liability or obligation hereunder in respect of claims arising or damages suffered after termination of the PropertyOption if upon termination of the Option any workings on or improvements to the Property made by the Optionee are left in a safe and orderly condition and in accordance with all applicable pollution control and reclamation laws, regulations and permits. The Optionee shall pay all appropriate Workers Compensation assessments and shall procure and pay for all such insurance including public liability insurance on the said Property as reasonable business judgement requires; (c) keep a detailed record permit the Optionor or any duly authorized representative at their own risk and expense to inspect and copy, without interference to the Optionee's operations, the Property and the Optionee's operations thereon, metallurgical and accounting records pertaining thereto, pertinent maps, non-interpretive records, drill cores, assay data and other factual data at all reasonable times upon providing to the Optionee not less than 24 hours advance notice of its intention so to do. The Optionor assumes all risks entailed in making inspections pursuant to this subparagraph, and the Optionor shall indemnify and hold harmless the Optionee from and against any damage, claim or demand by reason of injury to or the presence of the Optionor or its representatives or guests on the Property. The Optionor acknowledges and all efforts taken agrees that the disclosure of information and documentation generated by the Optionee's operations upon the Property is made upon the condition that such information or documentation is not to be disclosed or revealed to any third party without the Optionor having first received the written consent of the Optionee to notify and/or consult with Aboriginal communities, and to provide upon each such records to the MNDM upon requestoccasion; (d) conduct promptly pay all Mining Operations accounts of any value or kind for wages, supplies, Workers Compensation assessments, income tax payroll deductions and all other accounts and indebtedness incurred by it on the Property so that no claim or lien can arise thereon or upon the ores or minerals contained therein, and that it will indemnify the Optionor and save it harmless from any and all loss, costs, actions, suits, damages or claims which may be made against it in accordance respect of operations carried out on the Property, and that it will discharge any liens or encumbrances which may arise in respect of or be recorded or registered against the Property with Environmental Standardsrespect to any work done by the Optionee thereon; PROVIDED that the Optionee shall have the right to contest the validity of any such lien or claim of lien upon posting an Indemnity Bond in favour of the Optionor in an amount sufficient to indemnify the Optionor against the amount of any such lien or liens so contested and all costs and expenses in connection therewith, or, alternatively, in the Optionor's sole discretion, paying a like amount into Court to the credit of the action instituted upon the basis of such lien or claim of lien; (e) conduct all Mining Operations and supervise upon the operation of all contractors and termination or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality of the foregoing, the Optionee shall on the completion forfeiture of its work or at interest in the end of the term of this Agreement Property, leave the Property in a safe condition with any and all openings made by it safeguarded in accordance with the provisions of applicable statutes and regulations, and will take all Applicable Lawsreasonable precautions to keep any main access workings in an accessible and safe working condition; (f) subject maintain the mining claims comprising the Property in good standing at all times and apply all applicable work, to the other provisions of this Agreementextent possible, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations as assessment work on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Propertymineral claims comprised thereof; (g) pay or cause provide to be paid all workmen's wages and for all materials, supplies and services delivered to or performed the Optionor during each year of the option period on or in respect of before December 31st a report describing the Optionee's exploration, development and directly related activities on the Property, so as to avoid any woodsman, builders, or construction liens from arisingincluding a statement of work performed and expenditures made in satisfaction of the annual assessment work obligations; (h) pay assume and discharge all timber dues or other assessments or charges which may be levied or imposed under any Applicable Laws arising as a consequence of the harvesting of any timber resources responsibility and liability for reclamation and/or environmental damage resulting from work performed on the Property by the Optionee, its employees, agents, associates, affiliates, partners, joint venturers and assigns during the currency of this Agreement, and post and maintain any bonds or on behalf securities as may be required by the Ministry of Energy and Mines in respect of the Optionee; (i) maintain 's operations upon the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of sameProperty.

COVENANTS OF THE OPTIONEE. During the term of this Agreement Agreement, the Optionee shallhereby covenants and agrees to: (a) comply with all Applicable Laws applicable laws, regulations, by-laws, rules, orders and ordinances whether federal, provincial or municipal, with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (ec) conduct all Mining Operations and supervise the operation of all contractors and or sub-sub- contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable applicable Laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Lawsapplicable legislation, regulations and other Regulations affecting them; (fd) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors Optionor and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property. The Optionee shall reimburse the Optionor or compensate it for all actual physical damage to the Property and actual damages to any timber resources thereonimprovements, roads, xxxxx, crops, timber, grass and livestock resulting from the Optionee's operations. Upon completion of its work or at the end of the term of this Agreement Agreement, the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (ge) pay or cause to be paid all workmen's wages and for all materials, supplies and services delivered to or performed on or in respect of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (hf) pay all timber dues or other assessments or charges which may be levied or imposed under any Applicable Laws arising statutory provision or otherwise arising, as a consequence of the harvesting of any timber resources from the Property by or on behalf of the OptioneeProperty; (ig) maintain the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining ActAct and amendments thereto, paying all exploration licenses license fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the this Agreement or the abandonment of rights and options granted hereunder; (jh) abide by all directions of the relevant Minister or any other Governmental Authority governmental authority having jurisdiction over its operations hereunder; and (ki) maintain adequate liability and other insurance and if requested by OptionorsOptionor, to provide evidence of same.

COVENANTS OF THE OPTIONEE. During the term of this Agreement the Optionee shall: (a) comply with all Applicable Laws applicable laws, regulations, by-laws, rules, orders and ordinances whether federal, provincial or municipal, with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws applicable laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Lawsapplicable legislation, regulations and other laws affecting them; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages and for all materials, supplies and services delivered to or performed on or in respect of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (h) pay all timber dues or other assessments or charges which may be levied or imposed under any Applicable Laws arising statutory provision or otherwise arising, as a consequence of the harvesting of any timber resources from the Property by or on behalf of the OptioneeProperty; (i) maintain the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority governmental authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by OptionorsOptionor, to provide evidence of same.

COVENANTS OF THE OPTIONEE. During the term of this Agreement the Optionee shall: (a) comply with all Applicable Laws applicable laws, regulations, by-laws, rules, orders and ordinances whether federal, provincial or municipal, with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any the duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM Ministry an exploration plan and obtain from the MNDM Ministry an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or and consult with Aboriginal communities, and to provide such records to the MNDM Ministry upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws applicable laws and, without limiting the generality of the foregoing, foregoing the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Lawsapplicable legislation, regulations and other laws affecting them; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement #108756-1 practicable under the circumstances. All access roads shall be set out in consultation with the Optionors Optionor and both parties will make their best efforts to co-co- operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. The Optionee shall reimburse the Optionor or compensate it for all actual physical damage to the Property and actual damages to improvements, roads, xxxxx, crops, timber, grass and livestock resulting from the Optionee's operations. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages and for all materials, supplies and services delivered to or performed on or in respect of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (h) pay all timber dues or other assessments or charges which may be levied or imposed under any Applicable Laws arising statutory provision or otherwise arising, as a consequence of the harvesting of any timber resources from the Property by or on behalf of the OptioneeProperty; (i) maintain the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority governmental authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionorsthe Optionor, to provide evidence of same.

COVENANTS OF THE OPTIONEE. During 8.01 The Optionee covenants and agrees with the term of this Agreement Optionor that in order to keep the Optionee shallOption effective: (a) comply with all Applicable Laws with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee shall carry out and record or cause to notify and/or consult with Aboriginal communities, be carried out and recorded all such assessment work upon the Property as may be required in order to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under maintain the Property in a careful manner and in accordance with good mining practice and in compliance with standing at all Applicable Laws and, without limiting the generality of times; notwithstanding the foregoing, the Optionee shall record all eligible expenditures as assessment credits up to the maximum amount permitted under the applicable law or policy; (b) the Optionee shall keep the Property clear of liens and all other charges arising from its operations thereon; (c) the Optionee shall carry on all operations on the completion of its work Property in a good and miner-like manner and in compliance with all applicable governmental regulations and restrictions; (d) the Optionee shall pay or at cause to be paid any rates, taxes, duties, royalties, assessments or fees levied with respect to the end of Property or the term Optionee's operations thereon; (e) the Optionee shall, upon termination of this Agreement agreement, leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Laws; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as miner-like practice and any applicable requirements of law; (f) the Optionee shall, upon reasonable prior notice, allow the Optionor or any duly authorized agent or representative of the Optionor to minimize permanent inspect the Property at all times and intervals; PROVIDED HOWEVER that it is agreed and understood that the Optionor or any such agent or representative shall be at his own risk and the Optionee shall not be liable for any loss, damage or interference with injury incurred by the Property; (g) pay Optionor or cause to be paid all workmen's wages and for all materials, supplies and services delivered to its agent or performed on or in respect representative arising from its inspection of the Property, so as except those caused by the gross negligence or wilful misconduct of the Optionee, its agents, employees and directors; (g) the Optionee shall allow the Optionor access at all times to avoid any woodsmanall maps, buildersreports, assay results and other technical data prepared or construction liens from arising; obtained by the Optionee in connection with its operations on the Property; and (h) pay all timber dues the Optionee shall provide the Optionor on or other assessments before January 31 or charges which may be levied or imposed under any Applicable Laws arising as each year with a consequence of comprehensive progress report with recommendations, in writing, with respect to its operations on the harvesting Property during the preceding calendar year and shall provide the Optionor with copies of any timber resources from and all documents filed by the Optionee to record assessment work on the Property. The Optionor will have 90 days to review the report and inform the Optionee, in writing, as to further participation on the Property by or based on behalf the recommendations as stated in the report. 8.02 Crest Geological Consultants Limited, pursuant to a Geological Contracting Agreement of the Optionee; (i) maintain the Property in good standing by doing all assessment workeven date herewith, recording shall carry out and manage all exploration and development work done on and in respect of the Property in accordance with during the requirements currency of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of samethis agreement.

COVENANTS OF THE OPTIONEE. During 8.01 The Optionee covenants and agrees with the term of this Agreement Optionor that in order to keep the Optionee shallOption effective: (a) comply with all Applicable Laws with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee shall carry out and record or cause to notify and/or consult with Aboriginal communities, be carried out and recorded all such assessment work upon the Property as may be required in order to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under maintain the Property in a careful manner and in accordance with good mining practice and in compliance with standing at all Applicable Laws and, without limiting the generality of times; notwithstanding the foregoing, the Optionee shall record all eligible expenditures as assessment credits up to the maximum amount permitted under the applicable law or policy; (b) the Optionee shall keep the Property clear of liens and all other charges arising from its operations thereon; (c) the Optionee shall carry on all operations on the completion of its work Property in a good and miner-like manner and in compliance with all applicable governmental regulations and restrictions; (d) the Optionee shall pay or at cause to be paid any rates, taxes, duties, royalties, assessments or fees levied with respect to the end of Property or the term Optionee's operations thereon; (e) the Optionee shall, upon termination of this Agreement agreement, leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Laws; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as miner-like practice and any applicable requirements of law; (f) the Optionee shall, upon reasonable prior notice, allow the Optionor or any duly authorized agent or representative of the Optionor to minimize permanent inspect the Property at all times and intervals; PROVIDED HOWEVER that it is agreed and understood that the Optionor or any such agent or representative shall be at his own risk and the Optionee shall not be liable for any loss, damage or interference with injury incurred by the Property; (g) pay Optionor or cause to be paid all workmen's wages and for all materials, supplies and services delivered to its agent or performed on or in respect representative arising from its inspection of the Property, so as except those caused by the gross negligence or wilful misconduct of the Optionee, its agents, employees and directors; (g) the Optionee shall allow the Optionor access at all times to avoid any woodsmanall maps, buildersreports, assay results and other technical data prepared or construction liens from arising; obtained by the Optionee in connection with its operations on the Property; and (h) pay all timber dues the Optionee shall provide the Optionor on or other assessments before January 31 or charges which may be levied or imposed under any Applicable Laws arising as each year with a consequence of comprehensive progress report with recommendations, in writing, with respect to its operations on the harvesting Property during the preceding calendar year and shall provide the Optionor with copies of any timber resources from and all documents filed by the Optionee to record assessment work on the Property. The Optionor will have 90 days to review the report and inform the Optionee, in writing, as to further participation on the Property by or based on behalf the recommendations as stated in the report. 8.02 Crest Geological Consultants Limited, pursuant to a Geological Contracting Agreement of the Optionee; (i) maintain the Property in good standing by doing all assessment workeven date herewith, recording shall carry out and manage all exploration and development work done on and in respect of the Property in accordance with during the requirements currency of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of samethis agreement.

COVENANTS OF THE OPTIONEE. 10.1 During the term currency of this Agreement Agreement, the Optionee shallwill: (a) comply with do all Applicable Laws with respect such things required to its Mining Operations hereunderkeep the Claims in good standing, including discharging including, but not restricted to, paying all fees and taxes relating to the duty to consult with or provide notice to Claims and by the doing and filing of all applicable Aboriginal communitiesnecessary work; (b) comply with keep the provisions Claims free and clear of the Mining Actall liens, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process charges and the requirements to submit to the MNDM an exploration plan and obtain encumbrances arising from the MNDM an exploration permit prior to carrying out certain early exploration activities Optionee’s operations hereunder and making all other payments which may be necessary in respect of that regard, it being understood that the PropertyOptionee may subsequently contest any such lien, charge or encumbrance; (c) keep a detailed record of any permit the Optionor or the Optionor sub, or their representatives duly authorized by it in writing, at their own risk and expense, access to the Claims at all efforts taken reasonable times and to all records prepared by the Optionee to notify and/or consult in connection with Aboriginal communities, and to provide such records work done on or with respect to the MNDM upon requestGolden Arc Claims; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations prepare a technical report on the Claims and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality of the foregoing, deliver that technical report to the Optionee shall on the completion within 90 days of its work or at the end each June 30 and December 31 of the term of this Agreement leave and, in the Property in a safe condition with any and all openings safeguarded in accordance with event that the provisions Optionee terminates this Agreement, within 90 days of all Applicable Lawssuch termination; (fe) subject prepare an exploration expenditure report relating to exploration on the Claims and deliver that exploration expenditure report to the other provisions Optionee within 90 days of this Agreement, the Optionee shall have complete discretion each June 30 and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end December 31 of the term of this Agreement and, in the event that the Optionee shall restore terminates this Agreement, within 90 days of such termination; and (f) conduct all work on or with respect to the Claims in a careful and remediate minerlike manner and in compliance with all applicable Federal, State and local laws, rules, orders and regulations, and indemnify and save the Property in accordance Optionor harmless from any and all claims, suits, actions made or brought against it as a result of work done by the Optionee on or with good mining practices so as respect to minimize permanent damage or interference with the PropertyClaims; (g) pay or cause make all filings and disclosures as required and within the time periods specified under all applicable securities legislation with respect to be paid all workmen's wages the allotment and for all materials, supplies and services delivered to or performed on or in respect issuance of the Property, so as Shares pursuant to avoid any woodsman, builders, or construction liens from arising;this Agreement; and (h) pay all timber dues in the event that the Optionee terminates the Option, the Optionee will ensure that the Claims will be unencumbered with respect to any exploration work conducted on the Claims by the Optionee or other assessments any of its employees, agents or charges which may be levied contractors, and that the Claims will remain unencumbered with respect to any exploration work conducted on the Claims by the Optionee or imposed under any Applicable Laws arising as a consequence of the harvesting of any timber resources from the Property by its employees, agents or on behalf of the Optionee; (i) maintain the Property contractors and in good standing for a period of least 12 months from the date of such termination. 10.2 The Optionee is currently in the process of becoming a reporting issuer under the United States Securities and Exchange Act of 1934 by doing all assessment workJanuary 1, recording all exploration 2005 and development work done if the Optionee is not a reporting issuer by that date, then the Optionee will continue to use its best efforts thereafter to become a reporting issuer as soon as possible thereafter, and immediately following the Optionee becoming such a reporting issuer, the Optionee will use its best efforts to cause the shares of the Optionee to be quoted for trading on the Property United States Over the Counter Bulletin Board, commonly known as “OTCBB”, as soon as possible thereafter and will continue to use its best efforts to have such shares so quoted as soon as possible thereafter and, in accordance with the requirements of the Mining Actno event, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionorslater than July 31, to provide evidence of same2005.

COVENANTS OF THE OPTIONEE. During the term of this Agreement the Optionee shall: (a) comply with all Applicable Laws applicable laws, regulations, by-laws, rules, orders and ordinances whether federal, provincial or municipal, with respect to its Mining Operations hereunder, including discharging the duty to consult with or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM Ministry an exploration plan and obtain from the MNDM Ministry an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM Ministry upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws applicable laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Lawsapplicable legislation, regulations and other laws affecting them; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors Optionor and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. The Optionee shall reimburse the Optionor or compensate it for all actual physical damage to the Property and actual damages to improvements, roads, xxxxx, crops, timber, grass and livestock resulting from the Optionee’s operations. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages and for all materials, supplies and services delivered to or performed on or in respect of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (h) pay all timber dues or other assessments or charges which may be levied or imposed under any Applicable Laws arising statutory provision or otherwise arising, as a consequence of the harvesting of any timber resources from the Property by or on behalf of the OptioneeProperty; (i) maintain the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority governmental authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by OptionorsOptionor, to provide evidence of same.

COVENANTS OF THE OPTIONEE. 5.1 During the term currency of this Agreement the Option, the Optionee shall: (a) comply keep the Property free and clear of all Liens arising from its operations hereunder (except liens for taxes not yet due, other inchoate liens or liens contested in good faith by the Optionee) and proceed with all Applicable Laws with respect diligence to its Mining Operations hereunder, including discharging the duty to consult with contest or provide notice to all applicable Aboriginal communitiesdischarge any Lien that is filed; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly during the early exploration stage of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, on and under the Property in a careful manner and in accordance with good mining practice and in compliance with all Applicable Laws and, without limiting the generality of the foregoing, the Optionee shall on the completion of its work or at the end of the term of this Agreement leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions of all Applicable Laws; (f) subject to the other provisions of this Agreement, the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property provided, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with the Property; (g) pay or cause to be paid all workmen's wages workers and wage earners employed by it or its contractors on the Property, and pay for all materials, services and supplies and services purchased or delivered to or performed in connection with its activities on or with respect to the Property; (c) permit Rxxx, or its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records and reports, if any, prepared by the Optionee in connection with work done on or with respect to the Property, and fxxxxxx Xxxx within 60 days of the completion of a program on the Property with a report with respect to the work carried out by the Optionee on or with respect to said program and material results obtained; (d) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable federal, provincial and local laws, rules, orders and regulations, and indemnify and save Rxxx harmless from any and all claims, suits, demands, losses and expenses including, without limitation, with respect to environmental matters, made or brought against it as a result of work done or any act or thing done or omitted to be done by the Optionee on or with respect to the Property; (e) file all assessment work within the calendar year the work was completed; and (f) provide to Rxxx within 60 days of the end of each calendar quarter during which any Expenditures have been incurred comprehensive written reports showing the operations carried out and the results obtained and detailing the Expenditures incurred together with evidence of payment thereof. 5.2 In the event of termination of the Option for any reason other than through the exercise thereof, the Optionee will: (a) leave the Property: (i) in good standing and free and clear of all Liens arising from its operations hereunder, (ii) in a safe and orderly condition, and (iii) in a condition which is in compliance with all rules and orders of governmental authorities with respect to reclamation and rehabilitation of all disturbances resulting from the Optionee's use and occupancy of the Property, so as to avoid any woodsman, builders, or construction liens from arising; (hb) pay deliver to Rxxx, within 90 days of a written request therefor, a report on all timber dues work carried out by the Optionee on the Property (limited to factual matters only) together with copies of all sample location maps, drillhole assay logs, assay results and other technical data compiled by the Optionee or other assessments or charges which may be levied or imposed under any Applicable Laws arising as a consequence its representatives with respect to the Property; and (c) have the right (and, if requested by Rxxx within 90 days of the harvesting effective date of any timber resources termination, the obligation) to remove from the Property within one year of termination of this Agreement all facilities erected, installed or brought upon the Property by or on behalf at the instance of Optionee, failing which, the Optionee; (i) maintain facilities shall become the Property in good standing by doing all assessment work, recording all exploration and development work done on the Property in accordance with the requirements property of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of sameRxxx.

COVENANTS OF THE OPTIONEE. During The Optionee hereby covenants and agrees with the term Optionor as follows: that during the currency of this Agreement it will maintain the Optionee shall: (a) comply with said Property in god standing and record as assessment work against the Property all Applicable Laws with respect to its Mining Operations hereunderwork that qualified for such recording and will pay all rentals, including discharging the duty to consult with taxes or provide notice to all applicable Aboriginal communities; (b) comply with the provisions of the Mining Act, including without limitation, any duty or requirement to consult with or provide notice to Aboriginal communities as set out in the Mining Act, particularly other governmental charges which shall fall due during the early exploration stage period of the mining process and the requirements to submit to the MNDM an exploration plan and obtain from the MNDM an exploration permit prior to carrying this Option; that it will carry out certain early exploration activities in respect of the Property; (c) keep a detailed record of any and all efforts taken by the Optionee to notify and/or consult with Aboriginal communities, and to provide such records to the MNDM upon request; (d) conduct all Mining Operations in accordance with Environmental Standards; (e) conduct all Mining Operations and supervise the operation of all contractors and or sub-contractors in, its operations on and under the Property in a careful and miner like manner and in accordance with good mining practice the applicable laws and regulations of British Columbia and Canada; that it properly pay all accounts of every nature and kind for wages, supplies, Workers; Compensation Assessments, income tax deductions and all other accounts and indebtedness incurred by it so that no claim or lien arise thereon or upon the ore or mineral contained therein and it will indemnify the Optionor and save it harmless from any and all loss, costs, actions, suits, damages or claims which may be made against the Optionor in compliance with all Applicable Laws and, without limiting the generality respect of the foregoingoperations on the Property, provided however, that the Optionee shall on have the completion right to contest the validity of its work any such lien or at claim of lien; upon the end of the term termination of this Agreement that it will leave the Property in a safe condition with any and all openings safeguarded in accordance with the provisions applicable statutes and regulations; that it will at all times maintain and keep true and correct records of all Applicable Laws; (f) subject to production and disposition thereof and of all costs and expenditures incurred as well as all other data necessary or proper for the other provisions settlement of accounts between the parties hereto in connection with their rights and obligations under this Agreement. Such records shall be open at all reasonable times upon reasonable notice for inspection by the Optionor or its duly authorized representative; that it will indemnify and hold harmless the Optionor from and against any damage, claim or demand arising out of the Optionee's failure to comply with this paragraph; that it will allow the Optionor or any duly authorized agent or representative of the Optionor to inspect the Property upon giving the Optionee 48 hours written notice; PROVIDED HOWEVER, that it is agreed and understood that the Optionor or any such agent or representative shall not interfere with the Optionee's activities on the Property and shall be at the Optionor's own risk and that the Optionee shall have complete discretion and control with respect to all Mining Operations carried out on the Property providednot be liable for any loss, however, that all Mining Operations on the Property shall be conducted in a manner which will cause the least damage and defacement practicable under the circumstances. All access roads shall be set out in consultation with the Optionors and both parties will make their best efforts to co-operate so as to enable the Optionee to conduct its operations in a reasonable manner while minimizing the damage and interference to the Property and to any timber resources thereon. Upon completion of its work or at the end of the term of this Agreement the Optionee shall restore and remediate the Property in accordance with good mining practices so as to minimize permanent damage or interference with injury incurred by the Property; (g) pay Optionor or cause to be paid all workmen's wages and for all materials, supplies and services delivered to its agent or performed on or in respect representative arising from its inspection of the Property, so as however caused; that it will obtain any and all necessary environmental permits prior to avoid commencing operations on the Property and it will be responsible for any woodsman, builders, or construction liens from arising; (h) pay all timber dues or other environmental assessments or charges which may be levied or imposed under any Applicable Laws arising made by governmental bodies as a consequence result of operations of the harvesting of any timber resources from Property; that it will cause to be filed, sufficient assessment work on the Property by or on behalf of the Optionee; (i) maintain the Property mineral claims so that they are in good standing by doing all for not less that one year at any time during this agreement and on termination shall have a minimum of one (1) year's assessment work, recording all exploration and development work done on the Property in accordance with the requirements of the Mining Act, paying all exploration licenses fees and by doing all other acts and things that may be necessary in that regard until the termination or expiration of the Agreement or the abandonment of rights and options granted hereunder; (j) abide by all directions of the relevant Minister or any other Governmental Authority having jurisdiction over its operations hereunder; and (k) maintain adequate liability and other insurance and if requested by Optionors, to provide evidence of samefiled.