Common use of INTEREST OF PARTICIPANTS Clause in Contracts

INTEREST OF PARTICIPANTS. 5.1 Subject to Sections 3.2 and 3.3 herein, as of the Effective Date, Wits will have a 25% undivided Interest in the Property and Journey and Jazz, collectively, will have a 75% undivided Interest in the Property. In consideration of Wit’s Interest and upon execution of this Agreement by all parties hereto, Wits will deliver the aggregate amount of One Hundred Twenty Thousand Dollars ($120,000) by wire transfer to an account designated by Journey. 5.2 Each of the respective Participants will be deemed to have the following respective Interests and to have incurred the following Expenditures as of the Effective Date: Participant Interest Deemed Expenditures Wits 25 % $ ___[PV x 25%]____ Operator 75 % $ ____[PV x 75%]___ 5.3 The project will be run on a 75%/25% basis, in accordance with the terms hereunder, with the Participants contributing to all Costs in operating the joint venture in proportion to its percentage of undivided Interest. The aggregate amount of Expenditures as at the Effective Date is deemed to be the current value of the project (the “PV”). The PV will be updated each time an additional expenditure is made. 5.4 Except as set forth in Section3.2 and 3.3, the percentage level of the respective Interests of Wits, Journey and Jazz will not change, so long as each Participant contributes its respective Cost Share of Costs. 5.5 If a Participant elects not to contribute, or fails to contribute its respective Cost Share, then the other Participants have the right to contribute to the non-contributing Participant’s Cost Share resulting in a diluted Interest of the non-contributing Participant, and the percentage level of the Participants’ Interest will be adjusted pursuant to the following formula: (a) the amount of such Participant’s contributions or deemed contributions to Costs, divided by (b) the amount of all contributions or deemed contributions to Costs by all Participants. 5.6 If, as a result of adjustment pursuant to Section 5.5, a Participant’s Interest is reduced to 10% or less, the Interest of such Participant will be automatically converted to a 5% net project interest .

INTEREST OF PARTICIPANTS. 5.1 Subject to Sections 3.2 and 3.3 herein, as of the Effective Date, Wits will have a 25% undivided Interest in the Property and Journey and Jazz, collectively, will have a 75% undivided Interest in the Property. In consideration of Wit’s Interest and upon execution of this Agreement by all parties hereto, Wits will deliver the aggregate amount of One Hundred Twenty Thousand Dollars ($120,000) by wire transfer to an account designated by Journey. 5.2 Each of the respective 4.1 The Participants will be deemed to have the following respective Interests in the Property and to have incurred initial deemed Expenditures on the following Expenditures as date of execution and delivery of this Agreement: Almaden 40% $3,000,000 Expatriate 60% $4,500,000 4.2 Upon a Production Recommendation being made in respect of all or any portion of the Effective Date: Participant Interest Deemed Expenditures Wits 25 % $ ___[PV x 25%]____ Operator 75 % $ ____[PV x 75%]___ 5.3 The project will be run on a 75%/25% basisProperty all Costs, including without limitation costs incurred in accordance connection with the terms hereunderpreparation of a Production Program pursuant to s. 9.1, with incurred from the date of this Agreement shall be attributed to the Participants contributing in amounts proportionate to all Costs their respective Interests and added to their initial deemed Expenditures in operating the joint venture in proportion to its percentage of undivided Interest. The aggregate amount of Expenditures as at the Effective Date is deemed to be the current value of the project (the “PV”). The PV will be updated each time an additional expenditure is madesubsection 4.1. 5.4 Except as set forth in Section3.2 and 3.3, the percentage level of the respective Interests of Wits, Journey and Jazz will not change, so long as each Participant contributes its respective Cost Share of Costs. 5.5 4.3 If a Participant elects not to contribute, or fails to contribute its respective Cost Share, then the other Participants have the right to contribute to the non-contributing Participant’s Cost Share resulting in a diluted Interest of the non-contributing Participant, and the percentage level of the Participants’ Interest will be adjusted pursuant to the following formula: (a) the amount of such Participant’s contributions or deemed contributions to Costs, divided by (b) the amount of all contributions or deemed contributions to Costs by all Participants. 5.6 If, as a result of adjustment pursuant to Section 5.5, a Participant’s Interest in the Property is reduced converted to 10% a Net Profit Interest pursuant to subsection 9.6 or less9.7, the Interest of such Participant (the “Non-Participant”) in the Property shall be deemed to be transferred to the other Participant (the “Remaining Participant”) and thereafter the Non-Participant, subject to subsection 12.9, shall be deemed not to be a Participant but in consideration of such transfer shall be entitled to receive, and the Remaining Participant shall pay to it a Net Profit Interest determined and paid in accordance with the provisions of Schedule “C” hereto. Upon such transfer, the Non-Participant will forthwith execute and deliver to the Remaining Participant all such documents as may, in the opinion of legal counsel for the Remaining Participant, be automatically necessary to transfer to the Remaining Participant all Interest of the Non-Participant, subject to the right of the Non-Participant to receive a Net Profit Interest, and to secure the Non- Participant’s obligations under subsection 12.9. The Remaining Participant shall not transfer any of its Interest in the Property without first causing the transferee to assume the obligations related to the Net Profit Interest. 4.4 Almaden may elect to participate in a Production Program as provided for in Section 9.2. 4.5 If the Interest of either Participant in the Property is converted to a 5% net project interest Net Profit Interest pursuant to subsection 4.3, any decision thereafter to place the Property into Commercial Production shall be at the sole discretion of the Remaining Participant and the Remaining Participant shall be under no obligation and nothing in this Agreement shall be construed as creating an obligation upon the Remaining Participant to place the Property into Commercial Production and if the Remaining Participant commences the operation of the Property as a mine, the Remaining Participant shall have the unfettered right to suspend or curtail any such operation from time to time as it in its sole discretion may deem advisable.

INTEREST OF PARTICIPANTS. 5.1 Subject to Sections 3.2 and 3.3 herein, as of the Effective Date, Wits will have a 25% undivided Interest in the Property and Journey and Jazz, collectively, will have a 75% undivided Interest in the Property. In consideration of Wit’s Interest and upon execution of this Agreement by all parties hereto, Wits will deliver the aggregate amount of One Hundred Twenty Thousand Dollars ($120,000) by wire transfer to an account designated by Journey. 5.2 Each of the respective Participants will be deemed to have the following respective Interests and to have incurred the following Expenditures as of the Effective Date: Participant Interest Deemed Expenditures Wits 25 25% $ $___[PV x 25%]____ Operator 75 75% $ $____[PV x 75%]___ 5.3 The project will be run on a 75%/25% basis, in accordance with the terms hereunder, with the Participants contributing to all Costs in operating the joint venture in proportion to its percentage of undivided Interest. The aggregate amount of Expenditures as at the Effective Date is deemed to be the current value of the project (the “PV”). The PV will be updated each time an additional expenditure is made. 5.4 Except as set forth in Section3.2 and 3.3, the percentage level of the respective Interests of Wits, Journey and Jazz will not change, so long as each Participant contributes its respective Cost Share of Costs. 5.5 If a Participant elects not to contribute, or fails to contribute its respective Cost Share, then the other Participants have the right to contribute to the non-contributing Participant’s Cost Share resulting in a diluted Interest of the non-contributing Participant, and the percentage level of the Participants’ Interest will be adjusted pursuant to the following formula: (a) the amount of such Participant’s contributions or deemed contributions to Costs, divided by (b) the amount of all contributions or deemed contributions to Costs by all Participants. 5.6 If, as a result of adjustment pursuant to Section 5.5, a Participant’s Interest is reduced to 10% or less, the Interest of such Participant will be automatically converted to a 5% net project interest .

INTEREST OF PARTICIPANTS. 5.1 Subject to Sections 3.2 and 3.3 herein, as of the Effective Date, Wits 4.1 The Participants will have a 25% undivided such Interest as is determined from time to time in accordance with subsections 4.3, 4.4 and 4.5. 4.2 The Participants will upon the Property and Journey and Jazz, collectively, will have a 75% undivided Interest in the Property. In consideration of Wit’s Interest and upon execution of this Agreement agreement have the following respective Interests: Participant Interest Cariboo Rose 55.00% ISN 45.00% 4.3 The percentage level of each Participant's Interest will be determined from time to time as being equal to the product obtained by all parties heretomultiplying 100% by a fraction of which the numerator is the amount of such Participant's contributions or deemed contributions to Costs since the date hereof, Wits will deliver and the denominator of which is the aggregate amount of One Hundred Twenty Thousand Dollars ($120,000) all contributions or deemed contributions to Costs by wire transfer to an account designated by Journeythe Participants since the date hereof. 5.2 Each of the respective Participants will be deemed to have the following respective Interests and to have incurred the following Expenditures as of the Effective Date: Participant Interest Deemed Expenditures Wits 25 % $ ___[PV x 25%]____ Operator 75 % $ ____[PV x 75%]___ 5.3 4.4 The project will be run on a 75%/25% basis, in accordance with the terms hereunder, with the Participants contributing to all Costs in operating the joint venture in proportion to its percentage of undivided Interest. The aggregate amount of Expenditures as at the Effective Date is deemed to be the current value of the project (the “PV”). The PV will be updated each time an additional expenditure is made. 5.4 Except as set forth in Section3.2 and 3.3, the percentage level of the respective Interests of Wits, Journey and Jazz the Participants will not change, change so long as each Participant contributes its respective Cost Share of Costs. 5.5 If every Program and any Production Program as set out in sections 10 and 11. At any time and from time to time after a Participant elects has elected or is deemed to have elected not to contribute, or fails to contribute its respective Cost Share, then the other Participants have the Share to a Program or Production Program or loses its right to contribute to the non-contributing Participant’s Cost Share resulting Programs or any Production Program as set out in a diluted Interest of the non-contributing Participantsubsections 10.8 and 11.6, and the percentage level of the Participants’ such Participant's Interest will be adjusted pursuant to in accordance with the following formula: (a) the amount of such Participant’s contributions or deemed contributions to Costs, divided by (b) the amount of all contributions or deemed contributions to Costs by all Participantsformula set out in subsection 4.3. 5.6 If, 4.5 If as a result of adjustment pursuant to Section 5.5subsections 4.3 and 4.4, the Interest of a Participant’s Interest Participant is reduced to 10% or less, less then the Interest of such Participant (a "Diluted Participant") will thereupon be deemed to be transferred to the other Participant (the "Remaining Participant"), and thereafter the Diluted Participant will not be a Participant but in consideration of such transfer will be automatically converted entitled to receive, and the Remaining Participant will pay to the Diluted Participant, the Royalty Interest. Upon such transfer, the Diluted Participant will forthwith execute and deliver to the Remaining Participant all such documents as may, in the opinion of counsel for the Remaining Participant, be necessary to transfer to the Remaining Participant all Interest of the Diluted Participant, subject to the right of the Diluted Participant to receive the Royalty Interest. 4.6 If the Interest of a 5% net project interest Diluted Participant is transferred in consideration of the Royalty Interest pursuant to subsection 4.5, then any decision thereafter to place the Property into Commercial Production will be at the sole discretion of the Remaining Participant and the Remaining Participant will be under no obligation and nothing in this agreement will be construed as creating an obligation upon the Remaining Participant to place the Property into Commercial Production. If the Remaining Participant commences the operation of the Property as a mine, it will have the unfettered right to suspend or curtail any such operation as it in its sole discretion may deem advisable. 4.7 Any reduction or forfeiture of a Diluted Participant's Interest shall not relieve that Diluted Participant of its share of any liability, whether it accrues before or after such reduction or forfeiture, arising out of operations conducted prior thereto. For the purposes of the foregoing, such Diluted Participant's share of liability will be equal to its Interest at the time such liability was incurred. The increased Interest accruing to the Remaining Participant as a result of the reduction of the Diluted Participant's Interest shall be free of royalties, liens or other encumbrances arising through the Diluted Participant, other than those existing at the time the Property was acquired or those to which both Participants have given their written consent. An adjustment to an Interest need not be evidenced during the term of this agreement by the execution and recording of appropriate instruments, but each Participant's Interest will be shown in the books of the Joint Operators. However, any Participant, at any time upon the request of another Participant, will execute and acknowledge instruments necessary to evidence such adjustment in form sufficient for recording in the jurisdiction where the Property is located.