Common use of ELECTION TO CONTRIBUTE Clause in Contracts

ELECTION TO CONTRIBUTE. 11.1 Each Party with an Interest may, within 120 days of receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Costs. A Party which fails to give notice within the 120 day period shall be deemed to have elected not to contribute. 11.2 If any such Party fails to give such notice, that Party (a "non-Participant") shall forfeit the right to contribute to Mine Costs and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Costs, if more than one Party then in proportion to their respective Interests, by the amount which any Party has declined to contribute. If elections are made so that Mine Costs are fully committed the Interest of each Participant shall be increased and that of each non-Participant shall be decreased so that the Interest of each Party at all times is equal to: (a) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Costs; divided by (b) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Costs of all the Parties; multiplied by (c) 100. If any Party's Interest is thereby less than 20% it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance with Appendix II. Each Participant shall severally cause to be paid to each non-Participant any Net Profits Royalty derived from the Property in the manner provided in Appendix II. 11.3 If Mine Costs are not fully committed the Production Notice shall be deemed to be withdrawn. 11.4 If Mine Costs are fully committed, the Operator shall diligently proceed to implement the Feasibility Report in accordance with normal standards in the mining industry. If the Operator fails to so implement the Feasibility Report within 12 months of the issuance of the Production Notice for reasons other than general economic conditions in the mining industry, any Party which forfeited the right to contribute to Mine Costs pursuant to section 11.2 shall have the right, exercisable during the 30 days following the expiration of such 12 month period, to re-acquire from the Participants all of its Interest as last held, by paying its Proportionate Share of Mine Costs together with interest at the Prime Rate plus 2% to the Participants in proportion to their Interests. 11.5 During the 12 month period referred to in section 11.4 the Participants shall not be obligated to provide any non-Participant with the results of any work carried out on the Property, the Participants' sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but only once during the said 12 months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 10.01 Each Party party with an Interest a Share Participation may, within 120 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share share of the Mine Costs. A Party which . 10.02 If any party fails to give notice within the 120 day period shall be deemed pursuant to have elected not to contribute. 11.2 If any such Party fails to give such noticeparagraph 10.01, that Party (a "non-Participant") party shall forfeit the right to contribute to Mine Costs and shall suffer dilution and conversion of its Interest Share Participation as provided in this paragraph. Those Parties parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Costs, if more than one Party party then in proportion to their respective InterestsShare Participations, by the amount which any Party party has declined to contribute. If elections are made so that Mine Costs are fully committed committed: (a) the Interest Share Participation of each Participant shall be increased and that of each non-Participant shall be decreased so that the Interest Share Participation of each Party party at all times is equal that percentage which is equivalent to: (ai) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Costs; divided by (bii) the sum of the total Exploration Costs, total Prior Exploration Costs and the total contribution to Mine Costs of all the Partiesparties; multiplied by (ciii) 100. If any Party's Interest is thereby less than 20% it ; (b) each non-Participant shall forfeit then be deemed to have assigned and conveyed its Interest Share Participation to the Participants, if more than one then in proportion to their respective InterestsShare Participations, and that Party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% the Net Profits Royalty calculated in accordance with Appendix II. Each Participant Smelter Returns Royalty; (c) the Operator shall severally calculate and cause Holdco to be paid pay to each non-Participant any the Net Profits Smelter Returns Royalty derived from the Property in the manner provided in Appendix II; and (d) notwithstanding the provisions of subparagraphs 10.02(b) and (c), if the effect of the application of subparagraph 10.02 (a) reduces any party's Share Participation to less than one percent it shall forfeit its Share Participation to the Participants, if more than one then in proportion to their respective Share Participations, and that party shall have no further right or interest under this Agreement. 11.3 If 10.03 If, after the operation of paragraph 10.02, Mine Costs are not fully committed the Production Notice shall be deemed to be withdrawn. 11.4 If Mine Costs are fully committed, the Operator shall diligently proceed to implement the Feasibility Report in accordance with normal standards in the mining industry. If the Operator fails to so implement the Feasibility Report within 12 months of the issuance of the Production Notice for reasons other than general economic conditions in the mining industry, any Party which forfeited the right to contribute to Mine Costs pursuant to section 11.2 shall have the right, exercisable during the 30 days following the expiration of such 12 month period, to re-acquire from the Participants all of its Interest as last held, by paying its Proportionate Share of Mine Costs together with interest at the Prime Rate plus 2% to the Participants in proportion to their Interests. 11.5 During the 12 month period referred to in section 11.4 the Participants shall not be obligated to provide any non-Participant with the results of any work carried out on the Property, the Participants' sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but only once during the said 12 months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 10.1 Each Party party with an Interest may, within 120 days six (6) months of receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Construction Costs. A Party which . 10.2 If any party with an Interest fails to give notice within the 120 day period shall be deemed pursuant to have elected not to contribute. 11.2 If any such Party Section 10.1, or fails to give such noticepay an invoice relating to Construction Costs following the Operator's demand in accordance with Section 15.2, that Party party (a "non-Participant") shall forfeit the will, subject to Section 10.4, relinquish any right to contribute to Mine Costs and shall suffer dilution and conversion of its Interest as provided in this paragraphSection. Those Parties parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Construction Costs, if more than one Party party then in proportion to their respective Interests, by the amount which any Party party has declined or failed to contribute. If elections are made so that Mine Construction Costs are fully committed committed: (a) where: (i) a non-Participant has declined to contribute to Construction Costs or fails to give notice pursuant to Section 10.1, the Interest of each Participant shall will be increased and that of each non-Participant shall will be decreased so that the Interest of each Party party with an Interest at all times is equal to: (a) that percentage which is equivalent to the sum of its Exploration Costs, its Prior that party's Exploration Costs and its contribution to Mine CostsConstruction Costs divided by the sum of the Exploration Costs and the contributions to Construction Costs of all parties with an Interest, multiplied by one hundred (100); (ii) a non-Participant elects to contribute to Construction Costs but fails to pay an invoice relating to Construction Costs following the Operator's demand in accordance with Section 15.2, the Interest of each Participant will be increased, pro rata, and the Interest of such non-Participant will be decreased by multiplying the percentage change calculated in accordance with Subparagraph 10.2(a)(i) above by a factor of two (2); divided byprovided however, that if the effect of the application of this Section is to reduce the Interest of any non-Participant to less than ten percent (10%), that Interest will be relinquished, quitclaimed and transferred to the other Participants, pro rata in accordance with their Proportionate share, and in consideration therefor such non-Participant will receive a ten percent (10%) Net Profits Royalty and such non-Participant will have no further right or Interest under this Agreement. (b) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Costs of all the Parties; multiplied by (c) 100. If any Party's Interest is thereby less than 20% it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance with Appendix II. Each each Participant shall will severally cause to be paid to each non-Participant any Net Profits Royalty derived from payable under this Agreement; 10.3 If, after the Property in the manner provided in Appendix II. 11.3 If Mine operation of Section 10.2, Construction Costs are not fully committed the Production Notice shall will be deemed to be withdrawn. 11.4 If Mine 10.4 If, after the operation of Section 10.2, Construction Costs are fully committed, the Operator shall Participants will diligently proceed to implement the Feasibility Report in accordance with normal standards in the mining industry. If the Operator fails Participants fail to so implement the Feasibility Report within 12 twelve (12) months of the issuance of the Production Notice for reasons other than general economic conditions in the mining industry, any Party party which forfeited relinquished the right to contribute to Mine Costs pursuant to section 11.2 shall Section 10.2 will have the right, exercisable during the 30 thirty (30) days following the expiration of such 12 twelve (12) month period, to re-acquire from the Participants not less than all of its Interest as last held, by paying its Proportionate Share of Mine Construction Costs (together with interest at the Prime Rate plus 23% per annum commencing two hundred and ten (210) days after receipt of the Production Notice) to the Participants in proportion to their Interests. 11.5 10.5 During the 12 twelve (12) month period referred to in section 11.4 Section 10.4, the Participants shall will not be obligated to provide any non-Participant with the results of any work carried out on the Property, the Participants' sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but Participant made only once during the said 12 twelve (12) months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 Each Party Unless Evanachan has exercised the Financing Option contemplated in Section 10.0, each Participant with an Interest may, within 120 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Construction Costs. A Party Participant which fails to give that notice within the 120 120-day period shall be deemed to have elected not to contributecontribute to Construction Costs. 11.2 If any such Party fails Participant elects not to give such noticecontribute to Construction Costs that Participant, that Party (a "non-Participant") subject to its rights under Section 11.4, shall forfeit the right to contribute to Mine any further Costs under this Agreement, and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties those Participants which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Construction Costs, if more than one Party Participant then in proportion to their respective Interests, by the amount which any Party Participant has declined to contribute. If elections are made so that Mine Construction Costs are fully committed committed: (a) the Interest of each Participant shall be increased and that of each non-Participant shall be decreased as Costs are incurred so that the Interest of each Party Participant at all times is equal that percentage which is equivalent to: (ai) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Construction Costs; divided by: (bii) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Construction Costs of all the PartiesParticipants; multiplied by: (iii) 100; (b) then, at the Completion Date, each non-Participant shall be deemed to have assigned and conveyed its Interest to the Participants, if more than one then in proportion to their respective Interests, and shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, by way of royalty, subject to adjustment as provided in Section 7.12, 1% of Net Smelter Returns, as and when available, which is equivalent to the Interest, calculated at the Completion Date; (c) 100. If each Participant shall severally calculate and cause to be paid to each non-Participant any Party's Net Smelter Returns derived from the Property in the manner provided in Schedule C; and (d) notwithstanding the provisions of Sections 11.2(b) and (c), if the effect of the application of Section 11.2(a) reduces any party’s Interest is thereby to less than 201% it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance with Appendix II. Each Participant shall severally cause to be paid to each non-Participant any Net Profits Royalty derived from the Property in the manner provided in Appendix IIhave no further right or interest under this Agreement. 11.3 If Mine If, after the operation of Section 11.2, Construction Costs are not fully committed the Production Notice shall be deemed to be withdrawn, and shall not be resubmitted, either in the same or a revised form, for a period of at least six months following such withdrawal. 11.4 If Mine If, after the operation of Section 11.2, Construction Costs are fully committed, the Operator Participants shall diligently proceed to implement with bringing a Mine into production in substantial conformity with the Feasibility Report in accordance with normal standards in the mining industryReport. If the Operator fails Participants fail to so implement commence the implementation of the Feasibility Report within 12 months of the issuance of the Production Notice Construction Costs being fully committed, for reasons other than general economic conditions in the mining industry, any Party party which forfeited the right to contribute to Mine Construction Costs pursuant to section Section 11.2 shall have the right, exercisable during in the 30 days following the expiration of such 12 12-month period, to re-acquire reacquire from the Participants not less than all of its Interest as last held, by paying its Proportionate Share of Mine Construction Costs incurred to the end of such 12-month period (together with interest at the Prime Rate plus 2% 3%) to the Participants in proportion to their respective Interests. 11.5 During the 12 12-month period referred to in section 11.4 Section 11.4, neither the Participants Operator nor any Participant shall not be obligated obliged to provide any non-Participant with the results of any work carried out on the Property, the Participants' ’ sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but Participant made only once during the said 12 months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 10.1 Each Party party with an Interest may, within 120 30 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Construction Costs. A Party party which fails to give that notice within the 120 30-day period shall be deemed to have elected not to contributecontribute to Construction Costs. 11.2 10.2 If any such Party fails party elects not to give such noticecontribute to Construction Costs that party, that Party (a "non-Participant") subject to its rights under this agreement, they shall forfeit the right to contribute to Mine any further Costs under this Agreement, and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties those parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Construction Costs, if more than one Party party then in proportion to their respective Interests, by the amount which any Party party has declined to contribute. If elections are made so that Mine Construction Costs are fully committed committed: (a) the Interest of each Participant shall be increased and that of each non-non Participant shall be decreased as Costs are incurred so that the Interest of each Party party at all times is equal that percentage which is equivalent to: (ai) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Construction Costs; divided by (bii) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Construction Costs of all the Partiesparties; multiplied by (ciii) 100. If any Party's Interest is thereby less than 20% it ; (b) then, at the Completion Date, each non-Participant shall forfeit be deemed to have assigned and conveyed its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% by way of royalty, subject to the terms of this agreement, that percent of the Net Profits Royalty Proceeds of Production, as and when available, which is equivalent to the Interest, calculated in accordance with Appendix II. Each at the Completion Date. (c) each Participant shall severally calculate and cause to be paid to each non-Participant any Net Profits Royalty Proceeds of Production derived from the Property in the manner provided in Appendix II. 11.3 If Mine 10.3 If, after the operation of paragraph 10.2, Construction Costs are not fully committed the Production Notice shall be deemed to be withdrawn. 11.4 If Mine Costs are fully committed, the Operator shall diligently proceed to implement the Feasibility Report in accordance with normal standards in the mining industry. If the Operator fails to so implement the Feasibility Report within 12 months of the issuance of the Production Notice for reasons other than general economic conditions in the mining industry, any Party which forfeited the right to contribute to Mine Costs pursuant to section 11.2 shall have the right, exercisable during the 30 days following the expiration of such 12 month period, to re-acquire from the Participants all of its Interest as last held, by paying its Proportionate Share of Mine Costs together with interest at the Prime Rate plus 2% to the Participants in proportion to their Interests. 11.5 During the 12 month period referred to in section 11.4 the Participants and shall not be obligated to provide any non-Participant with resubmitted, either in the results same or a revised form, for a period of any work carried out on the Property, the Participants' sole obligation during at least six months following such period being to provide any non-Participant, on the written request of such non-Participant, but only once during the said 12 months, with a summary of the nature of the work carried out and the total Costs thereofwithdrawal.

ELECTION TO CONTRIBUTE. 11.1 10.1 Each Party party with an Interest may, within 120 60 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of Construction Costs by way of subscription for shares of the Mine CostsJ.V. Company at a price of $2.00 per share. A Party party which fails to give that notice within the 120 60-day period shall be deemed to have elected not to contributecontribute to Construction Costs. 11.2 10.2 If any such Party fails party elects not to give such noticecontribute to Construction Costs that party, that Party (a "non-Participant") subject to its rights under paragraph , shall forfeit the right to contribute to Mine any further Costs under this Agreement, and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties those parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Construction Costs, if more than one Party party then in proportion to their respective Interests, by the amount which any Party party has declined to contribute. If elections are made so that Mine Construction Costs are fully committed committed: (a) the Interest of each Participant shall be increased and that of each non-Participant shall be decreased as Costs are incurred so that the Interest of each Party party at all times is equal that percentage which is equivalent to: (ai) the sum of its Exploration Costs, its Prior Exploration Initial Costs and its contribution to Mine Construction Costs; divided by (bii) the sum of the total Exploration Costs, total Prior Exploration Initial Costs and the total Mine Construction Costs of all the Partiesparties; multiplied by (iii) 100; (b) then, at the Completion Date, each non-Participant shall be deemed to have assigned and conveyed its Interest to the Participants, if more than one then in proportion to their respective Interests, and shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, by way of royalty, subject to adjustment as provided in paragraph , that percent of the Net Proceeds of Production, as and when available, which is equivalent to the Interest, calculated at the Completion Date; (c) 100. If each Participant shall severally calculate and cause to be paid to each non-Participant any Party's Net Proceeds of Production derived, from the Property in the manner provided in Appendix II; and (d) notwithstanding the provisions of subparagraphs and , if the effect of the application of subparagraph reduces any party’s Interest is thereby to less than 20% one percent it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance with Appendix II. Each Participant shall severally cause to be paid to each non-Participant any Net Profits Royalty derived from the Property in the manner provided in Appendix IIhave no further right or interest under this Agreement. 11.3 If Mine 10.3 If, after the operation of paragraph , Construction Costs are not fully committed the Production Notice shall be deemed to be withdrawn, and shall not be resubmitted, either in the same or a revised form, for a period of at least six months following such withdrawal. 11.4 If Mine 10.4 If, after the operation of paragraph , Construction Costs are fully committed, the Operator Participants shall diligently proceed to implement with bringing a Mine into production in substantial conformity with the Feasibility Report in accordance with normal standards in the mining industryReport. If the Operator fails Participants fail to so implement commence the implementation of the Feasibility Report within 12 twelve months of the issuance of the Production Notice Construction Costs being fully committed, for reasons other than general economic conditions in the mining industry, any Party party which forfeited the right to contribute to Mine Construction Costs pursuant to section 11.2 paragraph shall have the right, exercisable during in the 30 days following the expiration of such 12 twelve month period, to re-acquire reacquire from the Participants not less than all of its Interest as last held, by paying its Proportionate Share of Mine Construction Costs incurred to the end of such twelve month period (together with interest at the Prime Rate plus 2% 3%) to the Participants in proportion to their respective Interests. 11.5 10.5 During the 12 twelve-month period referred to in section 11.4 paragraph , neither the Participants Operator nor any Participant shall not be obligated obliged to provide any non-Participant with the results of any work carried out on the Property, the Participants' ’ sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but Participant made only once during the said 12 twelve months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 10.1 Each Party party with an Interest may, within 120 30 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Construction Costs. A Party party which fails to give that notice within the 120 30-day period shall be deemed to have elected not to contributecontribute to Construction Costs. 11.2 10.2 If any such Party fails party elects not to give such noticecontribute to Construction Costs that party, that Party (a "non-Participant") subject to its rights under paragraph 10.4, shall forfeit the right to contribute to Mine any further Costs under this Agreement, and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties those parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Construction Costs, if more than one Party party then in proportion to their respective Interests, by the amount which any Party party has declined to contribute. If elections are made so that Mine Construction Costs are fully committed committed: (a) the Interest of each Participant shall be increased and that of each non-non Participant shall be decreased as Costs are incurred so that the Interest of each Party party at all times is equal that percentage which is equivalent to: (ai) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Construction Costs; divided by (bii) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Construction Costs of all the Partiesparties; multiplied by (ciii) 100. If any Party's Interest is thereby less than 20% it ; (b) then, at the Completion Date, each non-Participant shall forfeit be deemed to have assigned and conveyed its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% by way of royalty, subject to adjustment as provided in paragraph 7.12, that percent of the Net Profits Royalty Proceeds of Production, as and when available, which is equivalent to the Interest, calculated in accordance with Appendix II. Each at the Completion Date. (c) each Participant shall severally calculate and cause to be paid to each non-Participant any Net Profits Royalty Proceeds of Production derived from the Property in the manner provided in Appendix II. 11.3 If Mine 10.3 If, after the operation of paragraph 10.2, Construction Costs are not fully committed the Production Notice shall be deemed to be withdrawn. 11.4 If Mine Costs are fully committed, the Operator shall diligently proceed to implement the Feasibility Report in accordance with normal standards in the mining industry. If the Operator fails to so implement the Feasibility Report within 12 months of the issuance of the Production Notice for reasons other than general economic conditions in the mining industry, any Party which forfeited the right to contribute to Mine Costs pursuant to section 11.2 shall have the right, exercisable during the 30 days following the expiration of such 12 month period, to re-acquire from the Participants all of its Interest as last held, by paying its Proportionate Share of Mine Costs together with interest at the Prime Rate plus 2% to the Participants in proportion to their Interests. 11.5 During the 12 month period referred to in section 11.4 the Participants and shall not be obligated to provide any non-Participant with resubmitted, either in the results same or a revised form, for a period of any work carried out on the Property, the Participants' sole obligation during at least six months following such period being to provide any non-Participant, on the written request of such non-Participant, but only once during the said 12 months, with a summary of the nature of the work carried out and the total Costs thereofwithdrawal.

ELECTION TO CONTRIBUTE. 11.1 10.1 Each Party party with an Interest may, within 120 60 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Construction Costs. A Party party which fails to give that notice within the 120 60-day period shall be deemed to have elected not to contributecontribute to Construction Costs. 11.2 10.2 If any such Party fails party elects not to give such noticecontribute to Construction Costs that party, that Party (a "non-Participant") subject to its rights under paragraph 10.4, shall forfeit the right to contribute to Mine any further Costs under this Agreement, and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties those parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Construction Costs, if more than one Party party then in proportion to their respective Interests, by the amount which any Party party has declined to contribute. If elections are made so that Mine Construction Costs are fully committed committed: (a) the Interest of each Participant shall be increased and that of each non-Participant shall be decreased as Costs are incurred so that the Interest of each Party party at all times is equal that percentage which is equivalent to: (ai) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Construction Costs; divided by (bii) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Construction Costs of all the Partiesparties; multiplied by (iii) 100; (b) then, at the Completion Date, each non-Participant shall be deemed to have assigned and conveyed its Interest to the Participants, if more than one then in proportion to their respective Interests, and shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, by way of royalty, that percent of the Net Proceeds of Production, as and when available, which is equivalent to the Interest, calculated at the Completion Date, subject to adjustment in the same manner as the Net Smelter Royalty is to be adjusted as provided in paragraph 7.12. (c) 100. If each Participant shall severally calculate and cause to be paid to each non- Participant any PartyNet Proceeds of Production derived from the Property in the manner provided in Appendix 3; and (d) notwithstanding the provisions of subparagraphs 10.2(b) and (c), if the effect of the application of subparagraph 10.2 (a) reduces any party's Interest is thereby to less than 20% one percent it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance with Appendix II. Each Participant shall severally cause to be paid to each non-Participant any Net Profits Royalty derived from the Property in the manner provided in Appendix IIhave no further right or interest under this Agreement. 11.3 If Mine 10.3 If, after the operation of paragraph 10.2, Construction Costs are not fully committed the Production Notice shall be deemed to be withdrawn, and shall not be resubmitted, either in the same or a revised form, for a period of at least six months following such withdrawal. 11.4 If Mine 10.4 If, after the operation of paragraph 10.2, Construction Costs are fully committed, the Operator Participants shall diligently proceed to implement with bringing a Mine into production in substantial conformity with the Feasibility Report in accordance with normal standards in the mining industryReport. If the Operator fails Participants fail to so implement commence the implementation of the Feasibility Report within 12 twelve months of the issuance of the Production Notice Construction Costs being fully committed, for reasons other than general economic conditions in the mining industry, any Party party which forfeited the right to contribute to Mine Construction Costs pursuant to section 11.2 paragraph 10.2 shall have the right, exercisable during in the 30 days following the expiration of such 12 twelve month period, to re-acquire reacquire from the Participants not less than all of its Interest as last held, by paying its Proportionate Share of Mine Construction Costs incurred to the end of such twelve month period (together with interest at the Prime Rate plus 2% 3%) to the Participants in proportion to their respective Interests. 11.5 10.5 During the 12 twelve-month period referred to in section 11.4 paragraph 10.4, neither the Participants Operator nor any Participant shall not be obligated obliged to provide any non-Participant with the results of any work carried out on the Property, the Participants' sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but Participant made only once during the said 12 twelve months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 10.1 Each Party party with an Interest may, within 120 60 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of Construction Costs by way of subscription for shares of the Mine CostsJ.V. Company at a price of $2.00 per share. A Party party which fails to give that notice within the 120 60-day period shall be deemed to have elected not to contributecontribute to Construction Costs. 11.2 10.2 If any such Party fails party elects not to give such noticecontribute to Construction Costs that party, that Party (a "non-Participant") subject to its rights under paragraph 10.4, shall forfeit the right to contribute to Mine any further Costs under this Agreement, and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties those parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Construction Costs, if more than one Party party then in proportion to their respective Interests, by the amount which any Party party has declined to contribute. If elections are made so that Mine Construction Costs are fully committed committed: (a) the Interest of each Participant shall be increased and that of each non-Participant shall be decreased as Costs are incurred so that the Interest of each Party party at all times is equal that percentage which is equivalent to: (ai) the sum of its Exploration Costs, its Prior Exploration Initial Costs and its contribution to Mine Construction Costs; divided by (bii) the sum of the total Exploration Costs, total Prior Exploration Initial Costs and the total Mine Construction Costs of all the Partiesparties; multiplied by (iii) 100; (b) then, at the Completion Date, each non-Participant shall be deemed to have assigned and conveyed its Interest to the Participants, if more than one then in proportion to their respective Interests, and shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, by way of royalty, subject to adjustment as provided in paragraph 7.13, that percent of the Net Proceeds of Production, as and when available, which is equivalent to the Interest, calculated at the Completion Date; (c) 100. If each Participant shall severally calculate and cause to be paid to each non-Participant any PartyNet Proceeds of Production derived, from the Property in the manner provided in Appendix II; and (d) notwithstanding the provisions of subparagraphs 10.2(b) and (c), if the effect of the application of subparagraph 10.2 (a) reduces any party's Interest is thereby to less than 20% one percent it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance with Appendix II. Each Participant shall severally cause to be paid to each non-Participant any Net Profits Royalty derived from the Property in the manner provided in Appendix IIhave no further right or interest under this Agreement. 11.3 If Mine 10.3 If, after the operation of paragraph 10.2, Construction Costs are not fully committed the Production Notice shall be deemed to be withdrawn, and shall not be resubmitted, either in the same or a revised form, for a period of at least six months following such withdrawal. 11.4 If Mine 10.4 If, after the operation of paragraph 10.2, Construction Costs are fully committed, the Operator Participants shall diligently proceed to implement with bringing a Mine into production in substantial conformity with the Feasibility Report in accordance with normal standards in the mining industryReport. If the Operator fails Participants fail to so implement commence the implementation of the Feasibility Report within 12 twelve months of the issuance of the Production Notice Construction Costs being fully committed, for reasons other than general economic conditions in the mining industry, any Party party which forfeited the right to contribute to Mine Construction Costs pursuant to section 11.2 paragraph 10.2 shall have the right, exercisable during in the 30 days following the expiration of such 12 twelve month period, to re-acquire reacquire from the Participants not less than all of its Interest as last held, by paying its Proportionate Share of Mine Construction Costs incurred to the end of such twelve month period (together with interest at the Prime Rate plus 2% 3%) to the Participants in proportion to their respective Interests. 11.5 10.5 During the 12 twelve-month period referred to in section 11.4 paragraph 10.4, neither the Participants Operator nor any Participant shall not be obligated obliged to provide any non-Participant with the results of any work carried out on the Property, the Participants' sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but Participant made only once during the said 12 twelve months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 Each Party with an Interest may, within 120 days of receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Costs. A Party which fails to give notice within the 120 day period shall be deemed to have elected not to contribute. 11.2 If any such Party fails to give such notice, that Party (a "non-Participant") shall forfeit the right to contribute to Mine Costs and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Costs, if more than one Party then in proportion to their respective Interests, by the amount which any Party has declined to contribute. If elections are made so that Mine Costs are fully committed the Interest of each Participant shall be increased and that of each non-Participant shall be decreased so that the Interest of each Party at all times is equal to: (a) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Costs; divided by (b) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Costs of all the Parties; multiplied by (c) 100. If any Party's Interest is thereby less than 20% it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance with Appendix II. Each Participant shall severally cause to be paid to each non-Participant any Net Profits Royalty derived from the Property in the manner provided in Appendix II. 11.3 If Mine Costs are not fully committed the Production Notice shall be deemed to be withdrawn. 11.4 If Mine Costs are fully committed, the Operator shall diligently proceed to implement the Feasibility Report in accordance with normal standards in the mining industry. If the Operator fails to so implement the Feasibility Report within 12 months of the issuance of the Production Notice for reasons other than general economic conditions in the mining industry, any Party which forfeited the right to contribute to Mine Costs pursuant to section 11.2 shall have the right, exercisable during the 30 days following the expiration of such 12 month period, to re-acquire reacquire from the Participants all of its Interest as last held, by paying its Proportionate Share of Mine Costs together with interest at the Prime Rate plus 2% to the Participants in proportion to their Interests. 11.5 During the 12 month period referred to in section 11.4 the Participants shall not be obligated to provide any non-Participant with the results of any work carried out on the Property, the Participants' sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but only once during the said 12 months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 10.01 Each Party party with an Interest may, within 120 60 days of the receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Construction Costs. A Party party which fails to give that notice within the 120 60-day period shall be deemed to have elected not to contributecontribute to Construction Costs. 11.2 10.02 If any such Party fails party elects not to give such noticecontribute to Construction Costs that party, that Party (a "non-Participant") subject to its rights under paragraph 10.04, shall forfeit the right to contribute to Mine any further Costs under this Agreement, and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties those parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Construction Costs, if more than one Party party then in proportion to their respective Interests, by the amount which any Party party has declined to contribute. If elections are made so that Mine Construction Costs are fully committed committed: (a) the Interest of each Participant shall be increased and that of each non-Participant shall be decreased as Costs are incurred so that the Interest of each Party party at all times is equal that percentage which is equivalent to: (ai) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Construction Costs; divided by (bii) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Construction Costs of all the Partiesparties; multiplied by (iii) 100; (b) then, at the Completion Date, each non-Participant shall be deemed to have assigned and conveyed its Interest to the Participants, if more than one then in proportion to their respective Interests, and shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, by way of royalty, subject to adjustment as provided in paragraph 7.12, that percent of the Net Proceeds of Production, as and when available, which is equivalent to the Interest, calculated at the Completion Date. (c) 100. If each Participant shall severally calculate and cause to be paid to each non-Participant any PartyNet Proceeds of Production derived from the Property in the manner provided in Appendix II; and (d) notwithstanding the provisions of subparagraphs 10.02(b) and (c), if the effect of the application of subparagraph 10.02 (a) reduces any party's Interest is thereby to less than 20% one percent it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 5% Net Profits Royalty calculated in accordance with Appendix II. Each Participant shall severally cause to be paid to each non-Participant any Net Profits Royalty derived from the Property in the manner provided in Appendix IIhave no further right or interest under this Agreement. 11.3 If Mine 10.03 If, after the operation of paragraph 10.02, Construction Costs are not fully committed the Production Notice shall be deemed to be withdrawnwith-drawn, and shall not be resubmitted, either in the same or a revised form, for a period of at least six months following such withdrawal. 11.4 If Mine 10.04 If, after the operation of paragraph 10.02, Construction Costs are fully committed, the Operator Participants shall diligently proceed to implement with bringing a Mine into production in substantial conformity with the Feasibility Report in accordance with normal standards in the mining industryReport. If the Operator fails Participants fail to so implement commence the implementation of the Feasibility Report within 12 twelve months of the issuance of the Production Notice Construction Costs being fully committed, for reasons other than general economic conditions in the mining industry, any Party party which forfeited the right to contribute to Mine Construction Costs pursuant to section 11.2 paragraph 10.02 shall have the right, exercisable during in the 30 days following the expiration of such 12 twelve month period, to re-acquire reacquire from the Participants not less than all of its Interest as last held, by paying its Proportionate Share of Mine Construction Costs incurred to the end of such twelve month period (together with interest at the Prime Rate plus 2% 3%) to the Participants in proportion to their respective Interests. 11.5 10.05 During the 12 twelve-month period referred to in section 11.4 paragraph 10.04, neither the Participants Operator nor any Participant shall not be obligated obliged to provide any non-Participant with the results of any work carried out on the Property, the Participants' sole obligation during such period being to provide any non-Participant, on the written request of such non-Participant, but Participant made only once during the said 12 twelve months, with a summary of the nature of the work carried out and the total Costs thereof.

ELECTION TO CONTRIBUTE. 11.1 Each Party with an Interest may, within 120 days of receipt of the Production Notice, give the Operator notice committing to contribute its Proportionate Share of the Mine Costs. A Party which fails to give notice within the 120 day period shall be deemed to have elected not to contribute. 11.2 If any such Party fails to give such notice, that Party (a "non-Participant") shall forfeit the right to contribute to Mine Costs and shall suffer dilution and conversion of its Interest as provided in this paragraph. Those Parties which elected to contribute as aforesaid may thereupon elect to increase their contribution to the Mine Costs, Costs (if more than one Party then in proportion to their respective Interests, ) by the amount which any Party has declined to contribute. If elections are made so that Mine Costs are fully committed committed, the Interest of each Participant shall be increased and that of each non-Participant shall be decreased so that the Interest of each Party at all times is equal to: (a) the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Costs; divided by (b) the sum of the total Exploration Costs, total Prior Exploration Costs and the total Mine Costs of all the Parties; multiplied by (c) 100. If any Party's Interest is thereby less than 20% %, it shall forfeit its Interest to the Participants, if more than one then in proportion to their respective Interests, and that Party shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, a 52% Net Profits Royalty calculated in accordance with Appendix II. Each Participant shall severally cause to be paid to each non-non- Participant any Net Profits Royalty derived from the Property in the manner provided in Appendix II. 11.3 If Mine Costs are not fully committed committed, the Production Notice shall be deemed to be withdrawn. 11.4 If Mine Costs are fully committed, the Operator shall diligently proceed to implement the Feasibility Report in accordance with normal standards in the mining industry. If the Operator fails to so implement the Feasibility Report within 12 months of the issuance of the Production Notice for reasons other than general economic conditions in the mining industry, any Party which forfeited the right to contribute to Mine Costs pursuant to section 11.2 shall have the right, exercisable during the 30 days following the expiration of such 12 month period, to re-acquire from the Participants all of its Interest as last held, by paying its Proportionate Share of Mine Costs together with interest at the Prime Rate plus 2% to the Participants in proportion to their Interests. 11.5 During the 12 month period referred to in section 11.4 11.4, the Participants shall not be obligated to provide any non-Participant with the results of any work carried out on the Property, the Participants' sole obligation during such period being to provide any non-Participant, on the written request of such non-non- Participant, but only once during the said 12 months, with a summary of the nature of the work carried out and the total Costs thereof.