Red Mile Resources Fund Limited Partnership c/o Red Mile Resources Inc. Suite 620 — 1001 13 Avenue S.W. Calgary, Alberta T2R 0L5
Red Mile Resources Fund Limited Partnership
x/x Xxx Xxxx Xxxxxxxxx Xxx.
Xxxxx 000 — 0000 00 Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
September 29, 2004
Taseko Mines Limited
1020, 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx, X0X 0X0
Dear Sirs:
In consideration of the mutual covenants herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Taseko Mines Limited (“Taseko”) and Red Mile Resources Fund Limited Partnership (“RMRF”) agree as follows with respect to certain services that have been, and continue to be, provided by Taseko to RMRF (the “Services”).
| 1. | Payment and Services |
Taseko and RMRF acknowledge that:
| (a) | RMRF is engaged in the business of participating
in various resource activities, including oil and gas exploration and/or
development and mining activities (including the acquisition of royalty
interests in Canadian mineral tenures) and to further such business activities,
RMRF wishes to engage Taseko to provide the Services as set forth below
in accordance with the terms and conditions of this Agreement: |
|
| a.
|
identifying potential (i) mineral tenures owned
by Canadian resource companies, in which RMRF may directly or indirectly
acquire a royalty interest and/or (ii) oil and gas opportunities in which
RMRF may directly or indirectly acquire a working interest; |
|
| b. |
co-ordinating and facilitating arrangements between
RMRF and the owners / operators of such resource properties; and |
|
| c. |
providing references to Canadian resource companies
when reasonably requested. |
|
| (b) | In providing the Services, Taseko shall
make available the services of senior officers, including its President,
together with its Professional Staff, including its contractors and consultants,
on a reasonable basis; and |
|
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| (c) | As compensation
for Taseko for providing Services and making available the services of
its senior officers, including its President, together with its Professional
Staff, including its contractors and consultants, RMRF has agreed to pay
to Taseko |
|
| a. |
an amount equal to $1,968,034 on
September 29, 2004, |
|
| b. |
an amount equal to $5,250,000 on
or before December 15, 2004, and |
|
| c. |
an amount equal to $165,000 on or
before February 15, 2005 |
|
| 2 | General
|
|
| (a) | Each of the
parties hereto warrants that it has the capacity to enter into this agreement
and perform all its obligations hereunder, that it has been duly authorized
to do so by all appropriate actions required of it and that the performance
of all of its obligations hereunder will not contravene any laws, regulations
or other rules binding upon it |
|
| (b) | Each of the
parties hereto will execute all documents and do all things reasonably
required to give effect to the purposes of this agreement forthwith upon
its receipt of a request of the other side to do so. |
|
| (c) | This agreement
shall be binding upon the parties hereto as well as their successors and
assigns. None of the parties hereto may assign this agreement to any other
party, except the right to be paid money and except as necessary to give
effect to this agreement, without the consent of the other party hereto,
which consent will not be unreasonably withheld. |
|
| (d) | the term of
this Agreement shall commence upon the execution hereof and extend until
December 31, 2004 or such later date as may be agreed. |
|
| (e) | The terms of
this agreement are strictly confidential and may not be disclosed without
the express written consent of the other party hereto. |
|
| (f) | This agreement
shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the parties hereto irrevocably attorn
to the jurisdiction of the courts of the Province of Columbia. |
|
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| (g) | This agreement may be executed in one or more counterparts,
each of which shall constitute an original hereof and which together shall
constitute one agreement. |
| RED MILE RESOURCES INC in its own capacity and in | ||
| its capacity as general partner on behalf of all the | ||
| limited partners of RED MILE RESOURCES FUND | ||
| LIMITED PARTNERSHIP | ||
| By: | /s/ signature | |
| TASEKO MINES LIMITED | ||
| By: | /s/ signature | |
