Common use of JOINT VENTURE TERMS Clause in Contracts

JOINT VENTURE TERMS. (a) The Purchaser further agrees to conduct a work program on the herebefore mentioned Idaho claims in the minimum amount of $250,000.00 (TWO HUNDRED AND FIFTY THOUSAND) dollars per year in each of the calendar years started January 1, 1998, January 1, 1999, and January 1, 2000. (b) The Purchaser further agrees to contribute all future capital required in the further exploration, and if required, mining operations of the said herebefore mentioned Idaho claims as is required by annual budgeted property exploration and development work programs. (c) It is the understanding of both the Purchaser and the Vendors that the Purchaser and the Vendors participate jointly in net mining profits after all expenses are deducted according to their pro-rata ownership of the claims after all invested capital by the Purchaser has been repatriated. It is further the understanding of both the Purchaser and the Vendors that the Purchaser and the Vendors agree that until all invested capital of the Purchaser is repatriated, that the joint participation in net mining profits will be 80% to the Purchaser and 20% to the Vendors. (d) The Purchaser and the Vendor warrant the ownership percentages of the Blackhawk claims by the Purchaser and the Vendor shall change where the annual calendar year work program contributions made by the Purchaser are less than the adopted minimum budget totals mutually agreed upon between parties to this agreement. If the Purchaser defaults in making an agreed contribution required Share Purchase Agreement, December 10, 1997 by the approved work program outlined in this agreement, the non-defaulting party may advance the defaulted contribution on behalf of the defaulting participant and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at prime plus 3% per annum. The failure by the defaulting party to repay said loan upon demand shall be default. The Purchaser hereby grants to the Vendor a lien upon its interest in the Blackhawk claims as a security interest. The non-defaulting party may elect the transfer of the defaulting party's ownership interest as a remedy in direct proportion to the magnitude of default. The defaulting party's interest of the Blackhawk claims to be transferred shall be the defaulting party's current interest times the following calculation: (the sum of the defaulting party's work program contribution default to any annual budget date divided by all of the Vendors work program contributions since the date of this agreement to the date of the default calculation. The Purchaser acknowledges that if and when the Purchaser's working interest is reduced to less than 40% by its potential incapacity to fund the approved minimum annual work programs and budgets, the Vendor may exercise its rights to assume the operators role. (e) The Purchaser agrees to fund beyond the third year work program budget for succeeding years according to a minimum budget mutually agreed upon by the parties to this agreement at the end of December 31, 2000 commensurate with the exploration prospect results obtained from January 1, 1998 to December 31, 2000. If the Purchaser and Vendor do not obtain mutual agreement with regard to the annual minimum work program budget beyond the third year budget for succeeding years, or the Purchaser is unable to provide the desired work program budget, the Purchaser shall not be prevented from assigning this agreement and its then ownership position in the Blackhawk claims to a third party who is able to reach agreement with the Vendor regarding minimum work program budget funding, such agreement is subject to agreement of the Purchaser, but may not be reasonably withheld.

JOINT VENTURE TERMS. (a) Defined Terms The Purchaser further agrees to conduct a work program on the herebefore mentioned Idaho claims words and terms as defined in the minimum Agreement to which this Appendix “C” is attached shall have the same meaning for the purposes of this Appendix “C” unless otherwise specifically indicated. Structure The structure of the joint venture (the “Joint Venture”) will be definitely settled by the Parties taking into consideration advice from the respective Parties’ tax and legal advisors. The Parties will cooperate to implement a joint venture structure that maximizes efficiency, and is consistent with industry standards, so long as the structure does not adversely impact either Party. Interest Upon formation of the Joint Venture, Alamos (or its designate, subject to the Vista’s consent (not to be unreasonably withheld)) will have and hold a 51% participating interest in the Joint Venture and Vista (or its designate, subject to the Alamos’ consent (not to be unreasonably withheld)) will have and hold a 49% participating interest in the Joint Venture (each being the respective Party's “Interest”). Initial Capital Contribution At the commencement of the Joint Venture, Alamos shall be deemed to have made an initial capital contribution of $__________ [such amount shall be equal to Alamos’ prior exploration and development costs in connection with the Underground Resources] and Vista shall be deemed to have made an initial capital contribution in the amount of $250,000.00 __________ [such amount shall be determined in accordance with the following formula: A = (TWO HUNDRED AND FIFTY THOUSAND49 * B) dollars per year 51 Where: B is Alamos’ prior exploration and development costs in connection with the Underground Resources] Costs and Share of Minerals Each Party will contribute to all costs attributable to the development and mining of the Underground Resources through a formal cash call process to be established, and take its share of production, if any, from the Underground Resources in proportion to its Interest from time to time. VAN01: 4766874: v22C-1 Management Committee All strategic planning and operations on and in connection with the Underground Resources shall be managed by a committee (the “Management Committee”) consisting of two (2) representative of each of the calendar years started January 1Parties. The Management Committee will decide every question, 1998other than those matters included under the heading “Matters to be Decided” which may only be decided with the consent of each Party holding greater than a 20% Interest, January 1submitted to it by simple majority with the representative or representatives of each Party being entitled to cast collectively that number of votes which is equal to the percentage Interest of the party they represent. Quorum shall be one representative from each Party. No business other than the election of a chairman, 1999if any, and January the adjournment or termination of the meeting will be transacted at any meeting unless a quorum is present. If within 30 minutes from the time appointed for a meeting, a quorum is not present, then the meeting will, at the election of those representatives who are present: (i) be dissolved; or (ii) be adjourned to the same place but on a date and at a time to be fixed by the chairman of the meeting before the adjournment, which will be not less than seven days following the date for which the meeting was called. Notice of the adjourned meeting will be given to the representatives of all Parties forthwith after the adjournment of the meeting. If at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed, then the representative or representatives present and entitled to attend and vote at the meeting, will constitute a quorum. Disputes Any controversy or claim arising out of or relating to the Joint Venture Agreement, shall be determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one (1) and the place of arbitration shall be Xxxxxxx, 2000. Xxxxxxx. The language of the arbitration shall be English. Governing Law The Joint Venture Agreement shall be governed by the laws of the Province of Ontario and the Federal Laws of Canada applicable therein. Operator Alamos shall be the initial operator (bthe “Operator”) and shall remain the Operator until removed by the Management Committee who shall then be entitled to appoint a new Operator or removed in accordance with the terms of the Joint Venture Agreement. The Purchaser further agrees Operator shall be entitled to charge for management fees (on a cost recovery basis) in accordance with standard industry practice. VAN01: 4766874: v22C-2 Election to Contribute A Party shall elect whether or not to contribute to each Program (as defined below) and budget. If a Party elects not to contribute to a budget, its Interest shall be reduced, such that a Party’s Interest at any time shall be calculated by dividing the subject Party’s deemed initial capital contribution and actual expenditures by the deemed initial capital contribution and actual expenditures of all future capital required in of the further explorationParties, and if required, mining operations of multiplying the said herebefore mentioned Idaho claims as is required resulting fraction by annual budgeted property exploration 100. Default If a Party elects to contribute to a Program and development work programs. (c) It is the understanding of both the Purchaser budget and the Vendors that the Purchaser and the Vendors participate jointly then fails to pay an invoice in net mining profits after all expenses are deducted according to their pro-rata ownership of the claims after all invested capital by the Purchaser has been repatriated. It is further the understanding of both the Purchaser and the Vendors that the Purchaser and the Vendors agree that until all invested capital of the Purchaser is repatriateda timely manner, that Party (the joint participation in net mining profits will “Defaulting Party”) shall be 80% deemed to have elected not to contribute to the Purchaser and 20% to the Vendors. (d) The Purchaser and the Vendor warrant the ownership percentages of the Blackhawk claims by the Purchaser and the Vendor shall change where the annual calendar year work program contributions made by the Purchaser are less than the adopted minimum budget totals mutually agreed upon between parties to this agreement. If the Purchaser defaults in making an agreed contribution required Share Purchase Agreement, December 10, 1997 by the approved work program outlined in this agreement, the non-defaulting party may advance the defaulted contribution on behalf of the defaulting participant and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at prime plus 3% per annum. The failure by the defaulting party to repay said loan upon demand shall be default. The Purchaser hereby grants to the Vendor a lien upon its interest in the Blackhawk claims as a security interestbudget. The non-defaulting party may elect Defaulting Party shall be entitled to complete the transfer original Program or a revised Program and the Defaulting Party’s Interest shall be reduced by twice the amount of the defaulting party's ownership interest as a remedy in direct proportion reduction calculated under Election to the magnitude of default. The defaulting party's interest of the Blackhawk claims to be transferred shall be the defaulting party's current interest times the following calculation: (the sum of the defaulting party's work program contribution default to any annual budget date divided by all of the Vendors work program contributions since the date of this agreement to the date of the default calculation. The Purchaser acknowledges that if and when the Purchaser's working interest is reduced to less than 40% by its potential incapacity to fund the approved minimum annual work programs and budgets, the Vendor may exercise its rights to assume the operators roleContribute. (e) The Purchaser agrees to fund beyond the third year work program budget for succeeding years according to a minimum budget mutually agreed upon by the parties to this agreement at the end of December 31, 2000 commensurate with the exploration prospect results obtained from January 1, 1998 to December 31, 2000. If the Purchaser and Vendor do not obtain mutual agreement with regard to the annual minimum work program budget beyond the third year budget for succeeding years, or the Purchaser is unable to provide the desired work program budget, the Purchaser shall not be prevented from assigning this agreement and its then ownership position in the Blackhawk claims to a third party who is able to reach agreement with the Vendor regarding minimum work program budget funding, such agreement is subject to agreement of the Purchaser, but may not be reasonably withheld.

JOINT VENTURE TERMS. (a) The Purchaser further agrees to conduct a work program on the herebefore mentioned Idaho claims in the minimum amount of $250,000.00 (TWO HUNDRED AND FIFTY THOUSAND) dollars per year in each of the calendar years started January 1, 1998, January 1, 1999, and January 1, 2000. (b) The Purchaser further agrees to contribute all future capital required in the further exploration, and if required, mining operations of the said herebefore mentioned Idaho claims as is required by annual budgeted property exploration and development work programs. (cb) It is the understanding of both the Purchaser and the Vendors Vendor that the Purchaser and the Vendors Vendor shall participate jointly in net mining profits after all expenses are deducted according to their pro-rata ownership of the claims after all invested capital by the Purchaser has been repatriated. It is further the understanding of both the Purchaser and the Vendors Vendor that the Purchaser and the Vendors Vendor agree that until all invested capital of the Purchaser is repatriatedrepaid, that the joint participation in net mining profits will be 80% to the Purchaser and 20% to the VendorsVendor. (dc) The Purchaser and the Vendor warrant the ownership percentages of the Blackhawk Xxxx claims by the Purchaser and the Vendor shall change where the annual calendar year work program contributions made by the Purchaser are less than the adopted minimum budget totals mutually agreed upon between parties to this agreement. If the Purchaser defaults in making an agreed contribution required Share Purchase Agreement, December 10, 1997 by the approved work program outlined in this agreement, the non-defaulting party may advance the defaulted contribution on behalf of the defaulting participant and treat the same, together with any accrued interest, as a demand loan bearing interest from the date of the advance at prime plus 3% per annum. The failure by the defaulting party to repay said loan upon demand shall be default. The Purchaser hereby grants to the Vendor a lien upon its interest in the Blackhawk Xxxx claims as a security interest. The non-defaulting party may elect the transfer of the defaulting party's ownership interest as a remedy in direct proportion to the magnitude of default. The defaulting party's interest of the Blackhawk Xxxx claims to be transferred shall be the defaulting party's current interest times the following calculation: (the sum of the defaulting party's work program contribution default to any annual budget date divided by all of the Vendors Vendor work program contributions since the date of this agreement to the date of the default calculation. The Purchaser acknowledges that if and when the Purchaser's working interest is reduced to less than 40% by its potential incapacity to fund the approved minimum annual work programs and budgets, the Vendor may exercise its rights to assume the operators role. (ed) The Purchaser agrees to fund beyond the third year work program budget for succeeding years according to a minimum budget mutually agreed upon by the parties to this agreement at the end of December 31, 2000 for each year commensurate with the exploration prospect results obtained from January 1, 1998 to December 31, 2000results. If the Purchaser and Vendor do not obtain mutual agreement with regard to the annual minimum work program budget beyond the third year budget for succeeding years, or the Purchaser is unable to provide the desired work program budget, the Purchaser shall not be prevented from assigning this agreement and its then ownership position in the Blackhawk Xxxx claims to a third party who is able to reach agreement with the Vendor regarding minimum work program budget funding, such agreement is subject to agreement of the Purchaser, but may not be reasonably withheld.