Common use of Resignation and Replacement Clause in Contracts

Resignation and Replacement. The Operator may resign as Operator upon notifying the non-Operator in writing of its resignation at any time after a Program has been approved by the Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee shall have the right to appoint a new Operator if: (a) the Operator defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) days after the non-Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default; (b) the Joint Venture Interest of the Operator becomes less than fifty percent (50%); or (c) pursuant to section 5.1 of this Schedule C, the Operator fails to submit a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) to the Management Committee within six (6) months of the completion of the previous Program. Provided however that in the event of the occurrence of (c) above, the non-Operator shall have the right within a period of ninety (90) days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section 4.2 and section 5 shall for all purposes of this Agreement apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided further that notwithstanding the foregoing, Xxxxxx so long as it retains at least a fifty percent (50%) interest in the Joint Venture, shall continue to have the right to retain its position as Operator in accordance with this paragraph 4.2 following completion of a Program by the non-Operator. On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations or the Property, to the incoming Operator.

Resignation and Replacement. The Operator may resign as Operator upon notifying the non-Operator in writing of its resignation at any time after a Program has been approved by the Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee Operator shall be deemed to have the right to appoint a new Operator resigned if: (a) the Operator materially defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) 30 days after the non-Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default;; or (b) the Joint Venture Interest of the Operator becomes less than fifty percent (50%); or (c) pursuant to section 5.1 of this Schedule C, the Operator fails to submit a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) to the Management Committee within six (6) months of the completion of the previous Program. Provided however that in In the event of the occurrence of (ca) or (b) above, the Party that was previously the non-Operator shall have the right within a period of ninety (90) 90 days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section Section 4.2 and section Section 5 of this Schedule “C” shall for all purposes of this Agreement Schedule “C” apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided , provided further that notwithstanding the foregoing, Xxxxxx Endeavour so long as it retains at least a fifty percent (50%) % interest in the Joint Venture, shall continue to have the right to retain its position as Operator in accordance with this paragraph Section 4.2 following completion of a Program by the non-Operator. On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations or the Property, to the incoming Operator.

Resignation and Replacement. The Operator may resign as Operator upon notifying the non-Operator in writing of its resignation at any time after a Program has been approved by the Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee Operator shall be deemed to have the right to appoint a new Operator resigned if: (a) the Operator materially defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) days after the non-Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default; (b) the Joint Venture Interest of the Operator becomes less than fifty percent (50%); or (c) pursuant to section Section 5.1 of this Schedule C“B”, the Operator fails to submit a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($US$50,000) to the Management Committee within six (6) months of the completion of the previous Program. Provided however that in In the event of the occurrence of (c) above, the non-Operator shall have the right within a period of ninety (90) days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($US$50,000) and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section Section 4.2 and section Section 5 shall for all purposes of this Agreement apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided further that notwithstanding the foregoing, Xxxxxx Triex so long as it retains at least a fifty percent (50%) interest in the Joint Venture, shall continue to have the right to retain its position as Operator in accordance with this paragraph Section 4.2 following completion of a Program by the non-Operator. On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations or the Property, to the incoming Operator.

Resignation and Replacement. The Operator may resign as Operator upon notifying the non-Operator in writing of its resignation at any time after a Program has been approved by the Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee Operator shall be deemed to have the right to appoint a new Operator resigned if: (a) the Operator materially defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) days after the non-Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default; (b) the Joint Venture Interest of the Operator becomes less than fifty percent (50%); or (c) pursuant to section Section 5.1 of this Schedule C“B”, the Operator fails to submit a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) to the Management Committee within six (6) months of the completion of the previous Program; (d) an attachment in respect to any material liability of the Operator is made on the Property which is not related to the business of the Joint Venture, (e) the Operator: (f) admits in writing its inability to pay its debts as they become due other than indebtedness (“non-recourse financing”) for money borrowed or guaranteed where the recourse of the holder thereof is restricted to realization upon specific assets none of which consist of any Interest, and where failure to pay the indebtedness does not result in the creation of an unsecured obligation of the Operator, (g) makes an assignment for the benefit of creditors, (h) consents to the appointment of a receiver (other than a receiver appointed under non-recourse financing) for all or a substantial part of its assets, (i) files a petition in bankruptcy or for a reorganization or an arrangement under applicable bankruptcy, insolvency or creditors’ relief laws, or otherwise seeks the relief therein provided, or (j) is adjudicated bankrupt or insolvent; or (k) a Court order is pronounced in respect of the Operator, appointing a receiver or trustee for all or a substantial part of its property (except for property, other than the Property, securing non-recourse financing), or approving a petition in bankruptcy or for a reorganization under applicable bankruptcy, insolvency or creditors’ relief laws or for any judicial modification or alteration of the rights of creditors. Provided however that in In the event of the occurrence of (c) above, the non-Operator shall have the right within a period of ninety (90) days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section Section 4.2 and section Section 5 shall for all purposes of this Agreement apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided further that notwithstanding the foregoing, Xxxxxx Silver Quest so long as it retains at least a fifty percent (50%) interest in the Joint Venture, shall continue to have the right to retain its position as Operator in accordance with this paragraph Section 4.2 following completion of a Program by the non-Operator. On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations or the Property, to the incoming Operator.

Resignation and Replacement. (1) The Operator may resign as Operator upon notifying the non-Operator operating Participant (“non- Operator”) in writing of its resignation at any time after a Program has been approved by the JV Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee non-Operator shall have the right to appoint a elect to become the new Operator ifat any time after: (a) the Operator defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) 30 days after the non-non- Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default; (b) the Hoidas Lake First Option or the Hoidas Lake Second Option expires or is terminated (without exercise); (c) the Hoidas Lake Joint Venture Interest of the Operator becomes less than fifty percent (50%); or (cd) pursuant to section 5.1 of this Schedule Cthe Hoidas Lake Second Option Exercise Date, if the Operator fails to submit submit, pursuant to Section 6.1(2) or Section 6.1(3), a Program requiring minimum Expenditures of at least Fifty Thousand Dollars and Budget within one ($50,0001) to the Management Committee within six (6) months month of the completion date required under Section 6.1(2) or 6.1(3), as applicable, of the previous Programthis Hoidas Lake JV Agreement. Provided however that Notwithstanding Section 5.2(1)(c), in the event of the occurrence of (cnon-Operator elects to become the Operator pursuant to this paragraph and provides an annual Program and Budget in accordance with subsection 6.1(2)(d) aboveor 6.1(3)(b), as applicable, the non-Operator shall have the right within a period of ninety (90) days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section 4.2 and section 5 shall for all purposes of this Agreement apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided further that notwithstanding the foregoing, Xxxxxx so long as it retains at least a fifty percent (50%) interest in the Joint Venture, shall continue to will then have the right to retain its position as become Operator in accordance of the Hoidas Lake Joint Venture for the purpose of carrying out of such annual Program. Thereafter, the Participant with this paragraph 4.2 following completion of a the largest Hoidas Lake Joint Venture Interest will have the first right to propose the next annual Program by and Budget to the non-Operator. JV Management Committee. (2) On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations or the Property, to the incoming Operator.

Resignation and Replacement. The Operator may resign as Operator upon notifying the non-Operator in writing of its resignation at any time after a Program has been approved by the Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee Operator shall be deemed to have the right to appoint a new Operator resigned if: (a) the Operator materially defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) 30 days after the non-Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default; (b) the Joint Venture Interest of the Operator becomes less than fifty percent (50%); or (c) pursuant to section 5.1 of this Schedule C, the Operator fails to submit a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) 100,000 to the Management Committee within six (6) months of the completion of the previous ProgramProgram and the non-Operator commits to such Program and the Expenditures required therein. Provided however that in In the event of the occurrence of (c) above, the Party that was previously the non-Operator shall have the right within a period of ninety (90) 90 days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars outlined in ($50,000c) above and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section Section 4.2 and section Section 5 of this Schedule "C" shall for all purposes of this Agreement Schedule "C" apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided , provided further that notwithstanding the foregoing, Xxxxxx ASX so long as it retains at least a fifty percent (50%) % interest in the Joint Venture, shall continue to have the right to retain its position as Operator in accordance with this paragraph Section 4.2 following completion of a Program by the non-Operator. On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations mining operations or the Property, to the incoming Operator.

Resignation and Replacement. The Operator may resign as Operator upon notifying the non-non- Operator in writing of its resignation at any time after a Program has been approved by the Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee Operator shall be deemed to have the right to appoint a new Operator resigned if: (a) the Operator materially defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) 30 days after the non-Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default; (b) the Joint Venture Interest of the Operator becomes less than fifty percent (50%); or (c) pursuant or previous Program and the non-Operator commits to section 5.1 of this Schedule C, such Program and the Operator fails to submit a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) to the Management Committee within six (6) months of the completion of the previous Programrequired therein. Provided however that in In the event of the occurrence of (c) above, the non-Operator Party that was previously the non•Operator shall have the right within a period of ninety (90) 90 days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars outlined in ($50,000c) above and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section Section 4.2 and section Section 5 shall for all purposes of this Agreement Schedule "B" apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided , provided further that notwithstanding the foregoing, Xxxxxx CRR so long as it retains at least a fifty percent (50%) % interest in the Joint Venture, shall continue to have the right to retain its position as Operator in accordance with this paragraph Section 4.2 following completion of a Program by the non-Operator. On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations mining operations or the Property, to the incoming Operator.

Resignation and Replacement. The Operator may resign as Operator upon notifying the non-Operator in writing of its resignation at any time after a Program has been approved by the Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee Operator shall be deemed to have the right to appoint a new Operator resigned if: (a) the Operator materially defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) 30 days after the non-Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default; (b) the Joint Venture Interest of the Operator becomes less than fifty percent (50%); or (c) pursuant to section 5.1 Section 6.1 of this Schedule "C", during the period of the Second Option, the Operator fails to submit a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) 100,000 to the Management Committee within six (6) months of the completion of the previous ProgramProgram and the non-Operator commits to such Program and the Expenditures required therein. (d) pursuant to Section 6.1 of this Schedule "C", Archean Star, the Operator fails to submit a Program requiring minimum Expenditures of at least $1,000,000 in each calendar year thereafter to the Management Committee within six months of the completion of the previous Program and the non-Operator commits to such Program and the Expenditures required therein. Provided however that in In the event of the occurrence of (c) or (d) above, the Party that was previously the non-Operator shall have the right within a period of ninety (90) 90 days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars outlined in ($50,000c) or (d) above and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section Section 4.2 and section 5 Section 7 of this Schedule "C" shall for all purposes of this Agreement Schedule "C" apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided , provided further that notwithstanding the foregoing, Xxxxxx Archean Star so long as it retains at least a fifty percent (50%) % interest in the Joint Venture, shall continue to have the right to retain its position as Operator in accordance with this paragraph Section 4.2 following completion of a Program by the non-Operator. On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations or the Property, to the incoming Operator.