OPTION AGREEMENT BETWEEN AGNICO-EAGLE MINES LIMITED AND AMERICAN BONANZA GOLD CORP. VEZZA AND NOYON-NORTHWAY PROPERTIES

OPTION AGREEMENT

BETWEEN

AGNICO-EAGLE MINES LIMITED
AND
AMERICAN BONANZA GOLD CORP.

XXXXX AND NOYON-XXXXXXXX PROPERTIES

Schedule A	-	Description of Mining Properties
Schedule B	-	Expenditures
Schedule C	-	Joint Operating Agreement
		-	Appendix I – Accounting Procedure
		-	Appendix II – NSR Royalty
Schedule D	-	Underlying Royalties

FRASER XXXXXX CASGRAIN LLP

OPTION AGREEMENT

This Agreement is effective as of November 15, 2007 between

AGNICO-EAGLE MINES LIMITED, a corporation incorporated under the
laws of Ontario

(hereinafter called “Agnico-Eagle or “AEM”)

and

AMERICAN BONANZA GOLD CORPORATION, a corporation
incorporated under the laws of British Columbia

(hereinafter called “BZA”)

THIS AGREEMENT WITNESSETH THE FOLLOWING:

A.      Agnico-Eagle is the beneficial holder of the mining claims described in paragraph 1 of Schedule A, known as the “Xxxxx Property”;

B.      BZA is the beneficial holder of the mining claims described in paragraph 2 of  Schedule A, known as the “Noyon-Xxxxxxxx Property”;

(the Xxxxx Property and the Noyon-Xxxxxxxx Property are hereinafter collectively referred to as the “Mining Properties”)

C.      Agnico-Eagle and BZA want to advance the exploration and potential development of the Mining Properties in joint venture with a view to bringing the Mining Properties or a portion thereof into commercial production; and

D.      BZA has offered to Agnico-Eagle the right to earn a 70% undivided ownership interest in the Noyon-Xxxxxxxx Property and, after having earned such interest and transferred a 30% undivided ownership interest in the Xxxxx Property to BZA, to participate with BZA in a joint operation for the purposes of further exploring and developing the Mining Properties on the terms and subject to the conditions of this Agreement.

NOW THEREFORE the parties agree as follows:

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 2

1.	INTERPRETATION
1.1	Definitions. In this Agreement, the following terms shall have the meanings set out below.
(a)	Affiliate shall have the meaning attributed to it in the Canada Business Corporations Act, as amended.
(b)	Agreement means this agreement, including the recitals and schedules, as amended, supplemented or restated from time to time.
(c)	Confidential Information means all information provided to or acquired by a party, through or from another party, which is marked “Confidential” or is stated to be confidential or is by its nature intended to be confidential, and all analyses, compilations, data, studies, documents or other information prepared by a party or any other person containing or based upon, in whole or in part, any information provided to or acquired by a party, through or from another party, other than information which a party is able to establish:
	(1)	was readily available to the public at the time such information was made available to that party;
	(2)	became readily available to the public after the time such information was made available to that party other than as a result of disclosure by a party in contravention of this Agreement; or
	(3)	became available to a party on a non-confidential basis from a non-party provided such non-party was not bound by confidentiality obligations relating thereto.
(d)	Expenditures means all costs, expenses and charges, direct or indirect, of or incidental to Mining Operations determined in accordance with generally accepted accounting principles.
(e)	Governmental Authority means the Government of Canada, the Government of Quebec or a municipal government, and any government agency, tribunal, commission or other authority exercising or purporting to exercise executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.
(f)	Joint Operating Agreement means the agreement appended hereto as Schedule C.
(g)	Laws means all laws, statutes, regulations, treaties, judgments and decrees and, whether or not having the force of law, all official directives, rules, consents, approvals, authorizations, guidelines, orders and policies of any Governmental Authority.

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(h)	Letter of Intent means the letter dated June 21, 2007 from Agnico-Eagle to BZA with regard to the Mining Properties.
(i)	Lien means any prior lien, mortgage, charge, hypothec, claim, encumbrance, security interest, royalty or other right or interest attaching to or affecting the Mining Properties, whether registered or unregistered, and whether arising by agreement, statute or otherwise at law.
(j)	Mineral Product means any and all ores (and concentrates derived therefrom) and minerals, precious and base, metallic and nonmetallic, in, on or under the Mining Properties which may lawfully be explored for, mined and sold.
(k)	Mining Operations means every kind of work done in respect of the Noyon-Xxxxxxxx Property, or the Mineral Products while on the Noyon-Xxxxxxxx Property, by the Operator and which include:
	(1)	carrying out, or causing to be carried out, the work of assessment, line cutting, geophysical, geochemical and geological surveys, library research, data compilation, report preparation, studies and mapping, assaying and metallurgical testing, drilling, designing, examining, equipping, improving, surveying, trenching, shaft-sinking, raising, crosscutting and drifting, searching for, digging, trucking, sampling, working and procuring Mineral Products, staking and obtaining mining claims, mining leases or other exploitation titles and keeping the same in good standing, and doing all other work usually considered to be assessment, prospecting, exploration, development, pre-production, mining or reclamation work;
	(2)	paying wages, salaries, bonuses and benefits of individuals (including consultants and contractors) engaged in such work and in supplying food, lodging, transportation and other reasonable needs of such individuals;
	(3)	paying insurance premiums and assessments or premiums for workers' compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to such individuals;
	(4)	making payments in respect of mining claims, mining leases and other exploitation titles and their renewal, taxes, rates, assessments or other charges levied by any Governmental Authority in respect of the Noyon-Xxxxxxxx Property;
	(5)	purchasing, leasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies, and installing, erecting, detaching or removing any such assets on or from the Noyon-Xxxxxxxx Property; and

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 4

	(6)	managing or supervising any work which is done in respect of the Noyon-Xxxxxxxx Property or in any other respects necessary or desirable to duly carry out such assessment, prospecting, exploration, development, pre-production, mining or reclamation work.
(l)	Mining Properties means, collectively, the Xxxxx Property and Noyon-Xxxxxxxx Property.
(m)	Xxxxxxxx Claim Block means mining claims 4370861 to 4370865, 4370871 to 4370875, 4370881 to 4370885, 4370891 to 4370895, 4370914 and 4370915, 4370921 to 4370925, 4370931 to 4370935, 4370941 to 4370945, 4370951 to 4370955, 4370961 to 4370965, 4370971 to 4370975, 4371541 to 4371545, 4371551 to 4371555, 4371561 to 4371665, 4371571 to 4371575, 4371581 to 4371585, 4371591 to 4371595, 4371601 to 4371605, 4371611 and 4371612, 4371621 to 4371625, 4371632 to 4371635, 4371641 to 4371645, 4371651 to 4371655 and 4442741 to 4442745, forming part of the Noyon-Xxxxxxxx Property.
(n)	Noyon Claim Block means mining claims 5009811 to 5009828, 5009246 to 5009249, 5111078, 5111112, 5111149 to 5111248 and 5111648 to 5111655, forming part of the Noyon-Xxxxxxxx Property.
(o)	Noyon-Xxxxxxxx Property means the 227 mining claims described in paragraph 2 of Schedule A, located in the Township of Noyon, Québec, held by BZA, and any claims added thereto pursuant to Section 7.3.
(p)	Operator means the party appointed as the Operator in accordance with Section 3.1.
(q)	Option is defined in Section 2.2.
(r)	Option Period is defined in Section 2.1.
(s)	($) means Canadian Dollars unless otherwise specified.
(t)	Underlying Royalties means, collectively, (i) with respect to the Xxxxxxxx Claim Block, an aggregate 5% net smelter return royalty payable as to 0.82222% to Eastern Platinum Limited (formerly Jonpol Explorations Limited), as to 0.60556% to Perrex Resources Inc., as to 0.21666% to 559505 Ontario Limited, as to 0.35556% to Xxxxxx X. Xxxxxxxx, as to 1% to Baytex Energy Ltd. (formerly Xxxxxxxx Minerals Limited), as to 1% to Energold Minerals Inc. and as to 1% to Cyprus Canada Inc.; and (ii) with respect to the Noyon Claim Block, a 2% net smelter return royalty payable to Cyprus Canada Inc., all as more fully described in Schedule D.
(u)	Underlying Payment means the obligation of BZA under an Exploration Agreement with Option to Purchase dated July 17, 1998 (the “Original Agreement”), as amended by an Amendment to Exploration Agreement with Option to Purchase dated May 1, 2000

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 5

	(“Amending Agreement”), both entered into between Cyprus Canada Inc., as optionor, and International Taurus Resources Inc., as optionee, to pay to Cyprus Canada Inc. $450,000 as follows: (i) $150,000 on achievement of commercial production (as defined in the Original Agreement); (ii) $150,000 on or before the day which is six months after the achievement of commercial production; and (iii) $150,000 on or before the first anniversary of the achievement of commercial production.
(v)	Xxxxx Property means the 43 mining claims described in paragraph 1 of Schedule A, located in the Townships of Xxxxx and Noyon, Québec, held by Agnico-Eagle and any claims added thereto pursuant to Section 7.3.
1.2	Extended Meanings. Unless otherwise specified, words importing the singular include the plural and vice versa. The term “including” means “including, without limitation” and the terms “include” and “includes” have similar meanings.
1.3	Headings. The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of this Agreement.
1.4	Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. It supersedes and revokes all previous writings and all proposals, negotiations, representations, agreements, commitments and communications between the parties, including, except as otherwise provided herein, the Letter of Intent. An amendment or variation of this Agreement shall only be binding upon a party if evidenced in writing and executed by that party.
1.5	Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of Ontario.
1.6	Schedules. The following schedules attached hereto form part of this Agreement:

	Schedule A	-	Description of Mining Properties
	Schedule B	-	Expenditures
	Schedule C	-	Joint Operating Agreement
			-	Appendix I – Accounting Procedure
			-	Appendix II – NSR Royalty
	Schedule D	-	Underlying Royalties

2.	EXPLORATION JOINT VENTURE
2.1	Joint Venture. AEM and BZA hereby form an exploration joint venture to advance the exploration of the Noyon-Xxxxxxxx Property over a period of three (3) years (the “Option Period”) from the effective date of this Agreement.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 6

2.2	Grant of Option. Under the joint venture, Agnico-Eagle shall have the sole and exclusive right and option, exercisable in the manner described in Section 2.10 to acquire a 70% (subject to adjustment calculated in accordance with Section 2.6) undivided ownership interest in the Noyon-Xxxxxxxx Property, free and clear of all Liens (the “Option”), except for the Underlying Royalties, by contributing during the Option Period its share ($1,669,500) of the Expenditures described in Schedule B to be incurred in respect of the Noyon-Xxxxxxxx Property.
2.3	Technical Data. Concurrent with the execution of this Agreement, BZA shall deliver, or cause to be delivered, to Agnico-Eagle all technical data, information, reports, maps, plans, samples, cores, drill logs, surveys and other information relating to the Noyon- Xxxxxxxx Property or work performed thereon in BZA’s possession or control. Agnico- Eagle shall deliver, or cause to be delivered to BZA all technical data, information, reports, maps, plans, samples, cores, drill logs, surveys and other information relating to the Xxxxx Property or work performed thereon in Agnico-Eagle’s possession or control, concurrently with exercising the Option.
2.4	AEM Expenditure Obligations. Except for Agnico-Eagle’s share of the first year Expenditures ($374,500) that is firm and committed, Agnico-Eagle does not, and will not at any time thereafter, have any obligation to contribute its annual share of the Expenditures described in Schedule B or to exercise the Option, but Agnico-Eagle will not acquire any interest in the Noyon-Xxxxxxxx Property if it does not contribute all its shares of the Expenditures under Schedule B on or before the dates specified therein.
2.5	AEM’s Failure to Contribute. Notwithstanding Section 2.4, if Agnico-Eagle fails to contribute its share of the Expenditures (or any portion thereof) described in Schedule B in a timely manner, BZA shall deliver a notice to Agnico-Eagle specifying such failure and Agnico-Eagle shall have 10 days following receipt of such notice to contribute such share (or the applicable portion thereof) or to pay BZA an amount equal to the applicable portion of such Expenditure.
2.6	BZA Expenditure Obligations. Except for BZA’s share of the first year Expenditures ($160,500) that is firm and committed, BZA does not, and will not at any time thereafter, have any obligation to contribute its annual share of the Expenditures described in Schedule B and shall at no time before the third anniversary of the effective date of this Agreement have any obligation to contribute more than its annual share of expenditures specified in Schedule B, but failure by BZA to contribute its annual share set out on Schedule B shall entail dilution of its ownership interest percentage in the Mining Properties, calculated once both the exercise of the Option by Agnico-Eagle has occurred and either (i) BZA has contributed $715,500 towards Expenditures, or (ii) the third anniversary of the effective date of this Agreement has occurred, in accordance with the following formula:

AEM %: $ 1,669,500

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 7

		$	1,669,500 + BZA’s contribution
	BZA %:		BZA’s contribution
		$	1,669,500 + BZA’s contribution

	(For example, should AEM contribute $1,669,500 in Expenditures and BZA $415,500, the parties’ respective ownership interest in the Mining Properties, upon exercise of the Option, will be: AEM 80.072% ($1,669,500/$2,085,000) and BZA: 19.928% ($415,500/$2,085,000).
2.7	BZA’s Commitment to Contribute. Subject to the limitation that after meeting its annual share of Expenditures under Schedule B BZA shall have no obligation to provide additional contributions towards Expenditures during a year, BZA must, within 10 days of receipt of notice that a work program and budget previously provided to BZA under Section 3.2 has been adopted by the Operator, give notice to the Operator committing to contribute its share of the Expenditures to be incurred on that work program. Should BZA fail to give notice within the prescribed period, it shall be entitled to receive a notice of default from the Operator and, if it has not remedied such default within 10 days following receipt of such notice, it shall be deemed to have elected not to contribute to such work program.
2.8	Invoicing. The Operator shall be entitled to invoice BZA:
	(1)	no more frequently than monthly for its share of Expenditures incurred and paid by the Operator; or
	(2)	reasonably in advance of requirements for an advance of BZA’s share of Expenditures.
	BZA shall pay to the Operator the amount invoiced, within 10 days of receipt of the invoice.
2.9	BZA’s Failure to Contribute. Notwithstanding Section 2.6, if BZA fails to contribute its committed share of the Expenditures specified in Schedule B in a timely manner, Agnico-Eagle shall deliver a notice to BZA specifying such failure and BZA shall have 10 days following receipt of such notice to make such contribution.
2.10	Exercise of Option. Upon contributing all its shares of the Expenditures described in Schedule B, and subject to the delivery by Agnico-Eagle to BZA of notice as to its exercise of the Option and the transfer by Agnico-Eagle to BZA of a 30% undivided ownership interest in the Xxxxx Property, Agnico-Eagle will own, effective as of the date specified in such notice, a 70% undivided ownership interest in the Noyon-Xxxxxxxx Property. Following such transfers, the parties’ undivided ownership interest in the

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 8

	Mining Properties shall be: Agnico-Eagle: 70% and BZA: 30%, respectively, subject to adjustment, if applicable, in accordance with and at the time provided for in Section 2.6.
2.11	Underlying Royalties. Upon exercising the Option, Agnico-Eagle shall assume, to the extent of its ownership interest in the Mining Properties, the obligations of BZA in respect of the Underlying Royalties, and promptly execute and deliver all documents and take all action necessary or appropriate to give effect thereto.
2.12	Joint Operation. If Agnico-Eagle exercises the Option, BZA and Agnico-Eagle shall establish a joint operation governed by the Joint Operating Agreement for the purposes of further exploring the Mining Properties and, if deemed warranted, of developing, constructing and operating a mine on the Mining Properties or a portion thereof. The Joint Operating Agreement shall become effective on the date at which Agnico-Eagle exercises the Option, and shall thereafter govern the relationship between the Parties with respect to subsequent Mining Operations on the Mining Properties.
2.13	Transfer. Upon exercise by Agnico-Eagle of the Option in accordance with Section 2.10, BZA shall, at BZA's expense, execute and deliver all such documents, and take all such other action, as Agnico-Eagle may reasonably require in respect thereof, including:
	(i)	discharging in full all Liens affecting the Noyon-Xxxxxxxx Property with the exception of the Underlying Royalties, the Underlying Payment and any Liens attributable to Agnico-Eagle’s interest in, or activities on, the Noyon-Xxxxxxxx Property; and
	(ii)	delivering to Agnico-Eagle an affidavit signed by an officer of BZA to the effect that BZA is not a non-resident for the purposes of section 116 of the Income Tax Act (Canada) and sections 1097 and following of the Taxation Act (Quebec).
2.14	Targets outside RJ and A Zones. In addition to contributing $160,500 to the exploration programs conducted by the Operator during the Option Period, BZA shall incur a minimum of $214,500 in additional exploration expenditures during the period commencing on April 1, 2007 and expiring at the end of the first year of the Option Period to test targets outside of the known RJ and A zones on the Noyon-Xxxxxxxx Property, which work began in April 2007. These expenditures shall not be part of the work program and budget submitted and managed by the Operator under Section 3.2. The provisions of Sections 3.4, 3.7 and 3.8 shall apply, mutatis mutandis, to work done by BZA under this Section 2.14.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 9

3.	OPERATOR
3.1	Operator. Upon execution of this Agreement, Agnico-Eagle shall be appointed as Operator for the carrying out of Mining Operations pursuant to this Agreement and shall continue to act as Operator during the subsistence of this Agreement.
3.2	Work Programs. The Operator shall communicate its work program and budget to BZA at the beginning of each operating year of this Agreement. The work program shall contain a statement of the proposed Mining Operations and estimates of the Expenditures to be incurred. The parties shall consider the exploration program but final decision pertaining to the nature, scope and extent of the program shall be the sole responsibility of the Operator. By mutual agreement, the parties may increase the rate of expenditures described in Schedule B as they deem fit.
3.3	Operator's Fee. While it acts as Operator in accordance with Section 3.2, Agnico-Eagle may charge in return for its head office overhead functions 10% of all costs of Mining Operations carried out by its employees and 5% of all costs of Mining Operations carried out under subcontract.
3.4	Conduct of Mining Operations. The Operator shall carry out Mining Operations on the Mining Properties in a good and workmanlike manner in accordance with good practice in the Canadian mining industry, in compliance with applicable laws.
3.5	Indemnity and Insurance. During the Option Period, the Operator will indemnify and save BZA harmless in respect of any and all costs, claims, liabilities and expenses arising out of the Operator’s activities on the Mining Properties and, without limiting the generality of the foregoing will, during the Option Period, carry, and will cause any of its independent contractors to carry, not less than $1 million in third party liability insurance in respect of operations conducted on the Property by or on behalf of the Operator, such insurance to be for the benefit of BZA and the Operator as their interests appear. The Operator will furnish evidence of such insurance to BZA upon request.
3.6	Maintenance in Good Standing. The Operator shall maintain the Mining Properties in good standing by doing all work and filing all necessary assessment reports on or in respect of the Mining Properties according to the Mining Act (Quebec).
3.7	Record-keeping. The Operator shall keep separate records, including separate financial records, relating to all Expenditures incurred by it on or in respect of the Mining Properties, and provide BZA with a quarterly accounting thereof. BZA will have the right on reasonable notice to the Operator from time to time to audit the books, records and accounts of the Operator pertinent to the incurring of Expenditures by it pursuant to this Agreement.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 10

3.8	Access to Data. The Operator shall furnish BZA with quarterly written reports of the Mining Operations performed on the Mining Properties. These reports shall show the results obtained and shall be accompanied by a statement of Expenditures and copies of pertinent plans, assay maps, diamond drill logs and other factual engineering data. The Operator will provide BZA with a summary report of all Mining Operations within 90 days of the conclusion of work.
4.	REPRESENTATIONS AND WARRANTIES OF BZA
4.1	Representations and Warranties. BZA acknowledges that Agnico-Eagle has entered into this Agreement in part in reliance upon representations and warranties made by BZA. BZA represents and warrants to Agnico-Eagle that BZA’s warranties and obligations shall continue and remain in effect during the term of this Agreement and thereafter as herein provided.
4.2	Authority, etc. BZA has been duly incorporated and organized and is a subsisting corporation in good standing under the laws of British Columbia. BZA has the corporate right, power, authority and capacity to enter into this Agreement and perform BZA's obligations hereunder. BZA is qualified to carry on business in Quebec. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by BZA. BZA has not entered into any agreement or understanding other than this Agreement to sell, assign, convey, transfer or otherwise dispose of the Noyon-Xxxxxxxx Property or any portion thereof or interest therein. The execution, delivery and performance by BZA of BZA's obligations under this Agreement will not conflict with, or result in a breach of or default under, any agreement or other written instrument to which BZA is a party or by which BZA or BZA's assets are bound. BZA has duly executed and delivered this Agreement, which binds BZA in accordance with its terms. BZA's interest in the Noyon-Xxxxxxxx Property does not constitute all, or substantially all, of BZA’s assets.
4.3	Ownership and Title. BZA is the sole holder of the Noyon-Xxxxxxxx Property, with good and marketable title thereto. To the best of BZA’s knowledge, information and belief, there is no pending or threatened adverse claim against, or challenge to, BZA's title to the Noyon-Xxxxxxxx Property nor is there any basis therefor.
4.4	Absence of Liens. The Noyon-Xxxxxxxx Property is free and clear of all Liens and obligations or liabilities to others, including royalties or other payments in the nature of a royalty, adverse claims, orders or judgments (including any pending or threatened legal proceedings which might result in any such orders or judgments) and other interests of whatever nature or kind, recorded or unrecorded, except for the Underlying Royalties and the Underlying Payment. BZA shall remain solely responsible for, and shall assume payment of, all royalties, other than the Underlying Royalties, and other payments in the nature of a royalty, if any, affecting the Noyon-Xxxxxxxx Property as of the effective date of the Letter of Intent.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 11

4.5	Good Standing of Noyon-Xxxxxxxx Property. The mining claims comprising the Noyon-Xxxxxxxx Property have been validly and properly staked and recorded in accordance with the Mining Act (Quebec) and all applicable Laws, are in good standing and no taxes, assessments, fees, rentals or other charges are due in respect thereof, except for their renewal under the Mining Act (Quebec).
4.6	Surface Rights. BZA is not aware of any action that has been taken or threatened by any Governmental Authority, owner, tenant, licensor, or occupier of any of the surface rights relating to the Noyon-Xxxxxxxx Property which would in any way encumber, limit, restrict or cause interference, in any material respect, with any Mining Operations which the Operator may carry out. There is no reason why the Operator may not have immediate and continuous access to all portions of the Noyon-Xxxxxxxx Property.
4.7	Compliance with Laws. To the best of BZA’s knowledge, information and belief, after diligent inquiry, the Noyon-Xxxxxxxx Property complies with all applicable Laws.
4.8	Environmental Matters. BZA is not aware, after diligent inquiry (1) of any spill, discharge, deposit, leak, emission or other release of any contaminant, pollutant, dangerous or toxic substance, hazardous waste or material substance on, into, under or affecting the Noyon-Xxxxxxxx Property; (2) that any such contaminant, pollutant, dangerous or toxic substance, hazardous waste or material substance may be stored in any type of container on, in or under the Noyon-Xxxxxxxx Property; and (3) of any outstanding notices, orders, assessments, directives, rulings or other documents issued in respect of the Noyon-Xxxxxxxx Property by any Governmental Authority.
4.9	Hazardous Conditions. BZA has not excavated any mine shafts, mine openings nor workings nor open pits on the Noyon-Xxxxxxxx Property. To its knowledge, after diligent inquiry, there are no unprotected mine shafts, mine openings nor workings nor open pits on the Noyon-Xxxxxxxx Property. Agnico-Eagle assumes no responsibility hereunder for pre-existing environmental conditions remaining from operations conducted by BZA or previous holders of the Noyon-Xxxxxxxx Property prior to the date of the Letter of Intent.
4.10	Rehabilitation and Restoration Work. BZA is not aware of any reclamation, rehabilitation, restoration, abandonment or protective obligations with respect to the Noyon-Xxxxxxxx Property or in respect of tailings located on the Noyon-Xxxxxxxx Property and resulting from mining operations done on the Noyon-Xxxxxxxx Property before the effective date of the Letter of Intent nor any basis for such obligations to arise in the future as a result of prior activity on the Noyon-Xxxxxxxx Property. Agnico-Eagle shall not be responsible for, and BZA shall assume the costs of, any reclamation, rehabilitation, restoration or protective obligations with respect to the Noyon-Xxxxxxxx Property or in respect of tailings located on the Noyon-Xxxxxxxx Property and resulting from Mining Operations done on the Noyon-Xxxxxxxx Property before the date of the Letter of Intent.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 12

4.11	Assignment. Except with the prior written consent of Agnico-Eagle, BZA may not sell, assign, convey, transfer or otherwise dispose of BZA's rights or interest in the Noyon- Xxxxxxxx Property or this Agreement, or any part thereof, except in accordance with the following procedure:
	(i)	If BZA wishes to make a sale, assignment, conveyance, transfer or other disposition of all or part of its rights or interest in the Noyon-Xxxxxxxx Property or this Agreement, except to an Affiliate, BZA will first make an offer in writing (an “Offer”) to Agnico-Eagle to sell all or such part thereof as may be specified in the Offer (the “Offered Interest”) at the price and on the terms specified therein. Agnico-Eagle will have 45 days after receipt of the Offer to accept it in whole and, in the event of such acceptance, BZA will complete such sale, assignment, conveyance, transfer or other disposition to Agnico-Eagle at such price and on such terms.
	(ii)	If the Offer is not accepted by Agnico-Eagle within such period of 45 days, BZA will be free, for 60 days after the end of such 45-day period, to sell, assign, convey, transfer or otherwise dispose of all (but not less than all) of the Offered Interest to another purchaser, on terms not more favourable to such purchaser than those contained in the Offer and subject to the execution and delivery by such purchaser of a written undertaking in favour of Agnico-Eagle, in form and substance satisfactory to Agnico-Eagle, to be bound by and to observe, perform and comply with the provisions of this Agreement as though such purchaser had been an original party hereto and to require any subsequent purchaser thereof to be similarly bound; provided, however, that if no sale, transfer, assignment or other disposition is effected within such 60-day period, this Section 4.11 shall once again apply and so on from time to time thereafter.
4.12	Residency. BZA is not a non-resident for the purposes of section 116 of the Income Tax Act (Canada) and sections 1097 and following of the Taxation Act (Quebec).
4.13	Indemnification. BZA shall indemnify Agnico-Eagle and save it harmless from and against all suits, claims, demands, liabilities, losses and expenses which Agnico-Eagle may suffer, incur or sustain and which arise in respect of any act or thing done or omitted to be done by BZA in relation to the Noyon-Xxxxxxxx Property or this Agreement, including any breach or alleged breach of any Laws or any non-fulfillment of any obligation or agreement or any misrepresentation or breach of warranty by or of BZA contained in this Agreement. The foregoing rights of indemnification will survive the termination of this Agreement.
5.	REPRESENTATIONS, WARRANTIES OF AGNICO-EAGLE
5.1	Representations and Warranties. Agnico-Eagle acknowledges that BZA has entered into this Agreement in part in reliance upon representations and warranties made by

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	Agnico-Eagle. Agnico-Eagle represents and warrants to BZA that Agnico-Eagle’s warranties and obligations shall continue and remain in effect during the term of this Agreement and thereafter as herein provided.
5.2	Authority, etc. Agnico-Eagle has been duly incorporated and organized and is a subsisting corporation in good standing under the laws of Ontario. Agnico-Eagle has the corporate right, power, authority and capacity to enter into this Agreement and perform Agnico-Eagle's obligations hereunder. Agnico-Eagle is qualified to carry on business in Quebec. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by Agnico-Eagle. Agnico-Eagle has not entered into any agreement or understanding other than this Agreement to sell, assign, convey, transfer or otherwise dispose of the Xxxxx Property or any portion thereof or interest therein. The execution, delivery and performance by Agnico-Eagle of Agnico-Eagle's obligations under this Agreement will not conflict with, or result in a breach of or default under, any agreement or other written instrument to which Agnico-Eagle is a party or by which Agnico-Eagle or Agnico- Eagle's assets are bound. Agnico-Eagle has duly executed and delivered this Agreement, which binds Agnico-Eagle in accordance with its terms. Agnico-Eagle's interest in the Xxxxx Property does not constitute all, or substantially all, of Agnico-Eagle’s assets.
5.3	Ownership and Title. Agnico-Eagle is the sole holder of the Xxxxx Property, with good and marketable title thereto. To the best of Agnico-Eagle’s knowledge, information and belief, there is no pending or threatened adverse claim against, or challenge to, Agnico- Eagle's title to the Xxxxx Property nor is there any basis therefore.
5.4	Absence of Liens. The Xxxxx Property is free and clear of all Liens and obligations or liabilities to others, including royalties or other payments in the nature of a royalty, adverse claims, orders or judgments (including any pending or threatened legal proceedings which might result in any such orders or judgments) and other interests of whatever nature or kind, recorded or unrecorded. Agnico-Eagle shall remain solely responsible for, and shall assume payment of, all royalties and other payments in the nature of a royalty, if any, affecting the Xxxxx Property as of the effective date of the Letter of Intent.
5.5	Good Standing of Xxxxx Property. The mining claims comprising the Xxxxx Property have been validly and properly staked and recorded in accordance with the Mining Act (Quebec) and all applicable Laws, are in good standing and no taxes, assessments, fees, rentals or other charges are due in respect thereof, except for their renewal under the Mining Act (Quebec).
5.6	Surface Rights. Agnico-Eagle is not aware of any action that has been taken or threatened by any Governmental Authority, owner, tenant, licensor, or occupier of any of the surface rights relating to the Xxxxx Property which would in any way encumber, limit, restrict or cause interference, in any material respect, with any Mining Operations

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	which the Operator may carry out. There is no reason why the Operator may not have immediate and continuous access to all portions of the Xxxxx Property.
5.7	Compliance with Laws. To the best of Agnico-Eagle’s knowledge, information and belief, after diligent inquiry, the Xxxxx Property complies with all applicable Laws.
5.8	Environmental Matters. Agnico-Eagle is not aware, after diligent inquiry (1) of any spill, discharge, deposit, leak, emission or other release of any contaminant, pollutant, dangerous or toxic substance, hazardous waste or material substance on, into, under or affecting the Xxxxx Property; (2) that any such contaminant, pollutant, dangerous or toxic substance, hazardous waste or material substance may be stored in any type of container on, in or under the Xxxxx Property; and (3) of any outstanding notices, orders, assessments, directives, rulings or other documents issued in respect of the Xxxxx Property by any Governmental Authority.
5.9	Hazardous Conditions. Agnico-Eagle has excavated a mine shaft, mine openings and workings but no open pits on the Xxxxx Property. To its knowledge, after diligent inquiry, there are no unprotected mine shafts, mine openings nor workings nor open pits on the Xxxxx Property. BZA assumes no responsibility hereunder for pre-existing environmental conditions remaining from operations conducted by Agnico-Eagle or previous holders of the Xxxxx Property prior to the date of the Letter of Intent.
5.10	Rehabilitation and Restoration Work. Agnico-Eagle is not aware of any reclamation, rehabilitation, restoration, abandonment or protective obligations with respect to the Xxxxx Property or in respect of tailings located on the Xxxxx Property and resulting from mining operations done on the Xxxxx Property before the effective date of the Letter of Intent nor any basis for such obligations to arise in the future as a result of prior activity on the Xxxxx Property. BZA shall not be responsible for, and Agnico-Eagle shall assume the costs of, any reclamation, rehabilitation, restoration or protective obligations with respect to the Xxxxx Property or in respect of tailings located on the Xxxxx Property and resulting from Mining Operations done on the Xxxxx Property before the date of the Letter of Intent.
5.11	Assignment. Except with the prior written consent of BZA, Agnico-Eagle may not sell, assign, convey, transfer or otherwise dispose of Agnico-Eagle's rights or interest in the Xxxxx Property or this Agreement, or any part thereof, except in accordance with the following procedure:
	(i)	If Agnico-Eagle wishes to make a sale, assignment, conveyance, transfer or other disposition of all or part of its rights or interest in the Xxxxx Property or this Agreement, except to an Affiliate, Agnico-Eagle will first make an offer in writing (an “Offer”) to BZA to sell all or such part thereof as may be specified in the Offer (the “Offered Interest”) at the price and on the terms specified therein. BZA will have 45 days after receipt of the Offer to accept it in whole and, in the

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		event of such acceptance, Agnico-Eagle will complete such sale, assignment, conveyance, transfer or other disposition to BZA at such price and on such terms.
	(ii)	If the Offer is not accepted by BZA within such period of 45 days, Agnico-Eagle will be free, for 60 days after the end of such 45-day period, to sell, assign, convey, transfer or otherwise dispose of all (but not less than all) of the Offered Interest to another purchaser, on terms not more favourable to such purchaser than those contained in the Offer and subject to the execution and delivery by such purchaser of a written undertaking in favour of BZA, in form and substance satisfactory to BZA, to be bound by and to observe, perform and comply with the provisions of this Agreement as though such purchaser had been an original party hereto and to require any subsequent purchaser thereof to be similarly bound; provided, however, that if no sale, transfer, assignment or other disposition is effected within such 60-day period, this Section 4.11 shall once again apply and so on from time to time thereafter.
5.12	Residency. Agnico-Eagle is not a non-resident for the purposes of section 116 of the Income Tax Act (Canada) and sections 1097 and following of the Taxation Act (Quebec).
5.13	Indemnification. Agnico-Eagle shall indemnify BZA and save it harmless from and against all suits, claims, demands, liabilities, losses and expenses which BZA may suffer, incur or sustain and which arise in respect of any act or thing done or omitted to be done by Agnico-Eagle in relation to the Xxxxx Property or this Agreement, including any breach or alleged breach of any Laws or any non-fulfillment of any obligation or agreement or any misrepresentation or breach of warranty by or of Agnico-Eagle contained in this Agreement. The foregoing rights of indemnification will survive the termination of this Agreement.
6.	TERMINATION
6.1	Termination. Agnico-Eagle may terminate this Agreement at any time after the end of the first year of the Option Period by delivering a 30-day prior notice of termination to BZA, in which event this Agreement shall terminate as of the date specified in such notice and BZA shall recover its original 100% ownership interest in the Noyon-Xxxxxxxx Property. This Agreement will also terminate:
	(i)	upon exercise of the Option in accordance with Section 2.10;
	(ii)	10 days after receipt of the notice referred to in Section 2.5 if on or before such 10th day Agnico-Eagle has failed to incur an Expenditure (or the applicable portion thereof or to pay BZA an amount equal to the applicable portion of such Expenditure) referred to in Section 2.5; or

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	(iii)	if a party defaults under any terms or conditions of this Agreement on its part to be performed or observed and such party does not commence action to cure such default within 30 days after written notice thereof shall have been given to it by the other party and thereafter diligently prosecute such action to completion.
6.2	Obligations on Termination. If this Agreement terminates prior to exercise of the Option:
	(i)	BZA will recover its original 100% undivided ownership interest in the Noyon- Xxxxxxxx Property;
	(ii)	Agnico-Eagle will fund the costs of such reclamation, rehabilitation, restoration or abandonment work as may be required to be performed under applicable Laws in respect of Mining Operations conducted on the Noyon-Xxxxxxxx Property by the Operator to the day of such termination or make such other provision therefor as is acceptable to BZA, acting reasonably;
	(iii)	Agnico-Eagle shall conduct all work required to maintain in good standing for a period of at least 180 days after the termination of this Agreement all those mineral tenures comprised in the Noyon-Xxxxxxxx Property that are in good standing on the date hereof; and
	(iv)	Agnico-Eagle shall, on request, provide BZA, at no cost to BZA, with a copy of all reports, maps, plans, drill logs and surveys of all work pertaining to the Noyon-Xxxxxxxx Property not previously provided to BZA by Agnico-Eagle under this Agreement. BZA shall be released from any obligation of confidentiality imposed under this Agreement or under law, including the common law, in respect of such information and any information provided to BZA under Sections 3.7 and 3.8 of this Agreement.
7.	GENERAL
7.1	Disclosure. Each party will take all necessary precautions to ensure that Confidential Information obtained from another party is kept confidential. Neither party may make any disclosure of such Confidential Information to any non-party to this Agreement (except to a party’s professional advisors or lenders or to potential investors, on a need to know basis) without the prior written consent of the party which provided the same except as may be required:
	(i)	to comply with stock market or securities commission rules or securities legislation applicable to a party;
	(ii)	by law or regulation to be made pursuant to legal process; or

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	(iii)	to be disclosed to any Governmental Authority to maintain the Mining Properties in good standing.
7.2	Relationship of Parties. The parties acknowledge and agree that their rights, privileges, duties, obligations and liabilities are separate and not joint and are only such as are explicitly stated in this Agreement and no partnership, agency, fiduciary or confidential relationship of any kind exists now nor will hereafter come into existence, arise or be implied, or be deemed to exist, arise or be implied, by reason of any conduct, fact or circumstance whatsoever, including the provision, receipt or use by a party of Confidential Information.
7.3	Area of Common Interest. If, during the Option Period, either party (or permitted assignee) beneficially acquires any interest in mining claims or other mineral interests within one kilometer of the boundary of the Xxxxxxxx-Noyon Property (excluding the mining claims or other mineral interests described in paragraph 1 of Schedule A), such mining claims or other mineral interests shall be included as part the Noyon-Xxxxxxxx Property on exercise of the Option or termination of this Agreement. If, during the Option Period, either party (or permitted assignee) beneficially acquires any interest in mining claims or other mineral interests within one kilometer of the boundary of the Xxxxx Property (excluding the mining claims or other mineral interests described in paragraph 1 of Schedule A), such mining claims or other mineral interests shall be included as part the Xxxxx Property on exercise of the Option or termination of this Agreement. This excludes property currently held by either party within one kilometer of the Mining Properties as of the date of this Agreement.
7.4	Force Majeure. Notwithstanding anything herein contained to the contrary, if any party is prevented from or delayed in performing any obligation under this Agreement and such failure is occasioned by any cause beyond its reasonable control, including fire, power shortage, flooding, explosion, cave-in, landslide, adverse weather conditions, war, civil unrest, acts of God, governmental regulation, requirement or policy, inability to obtain or the non-issuance of any governmental approval, license, permit, undertaking or consent, action by indigenous peoples’ groups or any other cause (whether or not similar to any of the foregoing) beyond the control of such party or its representatives, agents, contractors or employees but excluding lack of finances, then, the time for the observance of the condition or performance of the obligation in question shall be extended for a period equivalent to the total period the cause of the prevention or delay persists or remains in effect regardless of the length of such total period. Any party hereto claiming suspension of its obligations as aforesaid shall promptly notify the other party to that effect and shall take all reasonable steps to remove or remedy the cause and effect of the force majeure described in the said notice insofar as it is reasonably able so to do and as soon as possible; provided that the terms of settlement of any labour disturbance or dispute, strike or lockout shall be wholly within the discretion of the party claiming suspension of its obligations by reason thereof and that party shall not be required to accede to the demands of its opponents solely to remedy or remove the force majeure thereby

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	constituted. There shall be no obligation to remove or remedy a force majeure event resulting from any actions by indigenous peoples’ groups.
7.5	Notice. All notices or other communications required or permitted under this Agreement shall be in writing and may be delivered personally, sent by prepaid mail or courier or by telecopier or e-mail to the following addresses of the parties:

	AGNICO-EAGLE MINES LIMITED		AMERICAN BONANZA GOLD CORP.
	000, xxxxxx xx xx Mine Goldex		Suite 305
	C.P. 87		000 Xxxx Xxxxxxxx Xxxxxx
	Val d’Or QC J9P 4N9		Xxxxxxxxx XX X0X 0X0
	Attention:	Xx. Xxx Xxxxxxxx	Attention:	Xx. Xxxxx Xxxxxx
	Telephone :	(000) 000-0000	Telephone :	(000) 000-0000
	Telecopier :	(000) 000-0000	Telecopier :	(000) 000-0000
	E-mail:	xxx.xxxxxxxx@xxxxxx-xxxxx.xxx	E-mail:	xxxxxxx@xxxxxxxxx.xxx

	or to such addresses as each party may from time to time specify by notice. Any notice or communication, if delivered, shall be deemed to have been given and received upon delivery; if mailed, shall be deemed to have been given and received on the fifth business day following the date it is posted; if sent by courier, shall be deemed to have been given and received on the second business day following the date of shipping; and if sent by telecopier or e-mail, shall be deemed to have been given and received on the business day next following the date of transmission.
7.6	Arbitration. Any dispute or conflict between the parties concerning this Agreement which cannot be settled by them shall be submitted firstly to a mutually agreeable mediator who will have no authority to bind the parties and, in the event that mediation efforts are unsuccessful, to a single arbitrator pursuant to the provisions of the Arbitration Act, 1991 (Ontario), or, if the parties cannot agree upon a single arbitrator, to three arbitrators, one appointed by Agnico-Eagle, one appointed by BZA and a third appointed by the arbitrators appointed by Agnico-Eagle and BZA. The arbitrator or arbitrators, as the case may be, may order any party to produce documents prior to the arbitration or to submit a witness to discovery. Arbitration proceedings shall take place in Toronto (Ontario) at such place as the arbitrator or arbitrators shall determine.
7.7	No Waiver. No failure to exercise, and no delay in exercising, any right or remedy hereunder will be deemed to be a waiver of that right or remedy or the right to require the full performance thereof at any later time. No waiver of any breach hereof will be deemed to be a waiver of any subsequent breach thereof.

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7.8	Successors and Assigns. This Agreement ensures to the benefit of and binds the parties and their respective successors and permitted assigns.
7.9	Further Assurances. Each party will from time to time promptly execute and deliver all further documents and take all further action necessary or appropriate to give effect to and perform the provisions and intent of this Agreement and to complete the transactions contemplated hereby.
7.10	Counterparts. This Agreement and any amendment, supplement or restatement of any provision of this Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all of which together shall be deemed to constitute one and the same instrument.
7.11	Time of essence. Time is of the essence of this Agreement. Any party shall be in default by the mere lapse of time for performing its obligations hereunder.
7.12	Independent Legal Advice. BZA acknowledges that Agnico-Eagle advised BZA to seek independent legal advice in respect of this Agreement. BZA has either obtained such advice or waived its right to obtain such advice. BZA acknowledges that BZA has received no legal advice from Agnico-Eagle’s legal counsel. Agnico-Eagle acknowledges that BZA advised Agnico-Eagle to seek independent legal advice in respect of this Agreement. Agnico-Eagle has obtained such advice or waived its right to obtain such advice. Agnico-Eagle acknowledges that Agnico-Eagle has received no legal advice from BZA’s legal counsel.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 20

The Parties have duly executed this Agreement.

	AGNICO-EAGLE MINES LIMITED
	/s/ Xxxx Xxxx
	Name:	Mr. Xxxx Xxxx
	Title:	Vice Chairman and Chief Executive Officer
	I have authority to bind the Corporation
	AMERICAN BONANZA GOLD CORP.
	/s/ Xxxxx Xxxxxx
	Name:	Xx. Xxxxx Xxxxxx
	Title:	President & CEO
	I have authority to bind the Corporation

SCHEDULE A
TO THE OPTION AGREEMENT
BETWEEN
AGNICO-EAGLE AND AMERICAN BONANZA GOLD CORP.
EFFECTIVE AS OF NOVEMBER 15, 2007

XXXXX AND NOYON-XXXXXXXX PROPERTIES
(Townships of Xxxxx and Noyon, Quebec)

1. Xxxxx Property — Townships of Xxxxx and Noyon (43 claims)

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
4202394	32F/12	16.00	1983-11-01	2009-10-01	1,706.91	9
4202395	32F/12	16.00	1983-11-01	2009-10-01	21,766.70	9
4202401	32F/12	10.00	1983-11-01	2009-10-02	0.00	9
4202402	32F/12	7.00	1983-11-01	2009-10-02	0.00	9
4202403	32F/12	10.00	1983-11-01	2009-10-02	18,041.81	9
4202404	32F/12	16.00	1983-11-01	2009-10-02	0.00	9
4202405	32F/12	12.00	1983-11-01	2009-10-02	0.00	9
4202411	32F/12	14.00	1983-11-01	2009-10-03	2,879.98	9
4202412	32F/12	16.00	1983-11-01	2009-10-03	0.00	9
4202413	32F/12	16.00	1983-11-01	2009-10-03	59,200.73	9
4202414	32F/12	12.00	1983-11-01	2009-10-03	51,943.51	9
4202415	32F/12	10.00	1983-11-01	2009-10-03	0.00	9
4202421	32F/12	16.00	1983-11-01	2009-10-04	0.00	9
4202422	32F/12	16.00	1983-11-01	2009-10-04	0.00	9
4202423	32F/12	16.00	1983-11-01	2009-10-04	37,030.18	9
4202424	32F/12	16.00	1983-11-01	2009-10-04	0.00	9
4202425	32F/12	16.00	1983-11-01	2009-10-04	0.00	9

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 2

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
4202571	32F/12	16.00	1983-11-01	2009-10-05	0.00	9
4202572	32F/12	16.00	1983-11-01	2009-10-05	0.00	9
4202573	32F/12	16.00	1983-11-01	2009-10-05	0.00	9
4202574	32F/12	16.00	1983-11-01	2009-10-05	0.00	9
4202575	32F/12	16.00	1983-11-01	2009-10-05	0.00	9
4202581	32F/12	16.00	1983-11-01	2009-10-06	4,866.79	9
4202582	32F/12	16.00	1983-11-01	2009-10-06	4,866.79	9
4202583	32F/12	16.00	1983-11-01	2009-10-06	21,825.34	9
4202584	32F/12	16.00	1983-11-01	2009-10-06	4,866.79	9
4202585	32F/12	16.00	1983-11-01	2009-10-06	4,866.79	9
4202591	32F/12	16.00	1983-11-01	2009-10-07	0.00	9
4202592	32F/12	16.00	1983-11-01	2009-10-07	0.00	9
4202593	32F/12	16.00	1983-11-01	2009-10-07	0.00	9
4202594	32F/12	10.00	1983-11-01	2009-10-07	0.00	9
4202595	32F/12	10.00	1983-11-01	2009-10-07	0.00	9
4232941	32F/12	16.00	1984-10-10	2009-08-31	556.66	9
4232942	32F/12	16.00	1984-10-10	2009-08-31	0.00	9
4441811	32F/12	16.00	1987-04-29	2009-03-09	1,532.46	9
4441831	32F/12	13.00	1987-04-29	2009-03-09	0.00	9
4441851	32F/12	9.00	1987-04-29	2009-03-09	8,230.55	9
4441871	32F/12	14.00	1987-04-29	2011-03-09	207,618.65	10
4441881	32F/12	16.00	1987-04-29	2009-03-09	0.00	9
4556941	32F/12	16.00	1987-04-29	2011-03-09	237,339.49	10

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 3

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
4716441	32F/12	1.80	1988-11-15	2009-09-30	0.00	9
5072074	32F/12	16.00	1990-11-20	2008-11-19	0.00	8
5072076	32F/12	9.00	1990-12-18	2008-12-17	0.00	8

2. Noyon-Xxxxxxxx Property — Township of Noyon (227 claims)

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
4370861	26, 19	16.80	1986-01-14	2008-11-27	0.00	9
4370862	25, 19	16.51	1986-01-14	2008-11-27	0.00	9
4370863	24, 19	15.17	1986-01-14	2008-11-27	0.00	9
4370864	23, 19	17.62	1986-01-14	2008-11-27	3,653.52	9
4370865	23, 18	16.96	1986-01-14	2008-11-27	18,709.91	9
4370871	24, 18	15.23	1986-01-14	2008-11-28	0.00	9
4370872	25, 18	15.97	1986-01-14	2008-11-28	0.00	9
4370873	26, 18	16.10	1986-01-14	2008-11-28	0.00	9
4370874	26, 17	16.21	1986-01-14	2008-11-28	0.00	9
4370875	25, 17	15.87	1986-01-14	2008-11-28	0.00	9
4370881	24, 17	15.49	1986-01-14	2008-11-29	0.00	9
4370882	23, 17	16.76	1986-01-14	2008-11-29	10,392.63	9
4370883	23, 16	16.10	1986-01-14	2008-11-29	80,338.09	9
4370884	24, 16	15.51	1986-01-14	2008-11-29	0.00	9
4370885	25, 16	15.77	1986-01-14	2008-11-29	0.00	9

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 4

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
4370891	26, 16	15.96	1986-01-14	2008-11-30	0.00	9
4370892	26, 15	17.28	1986-01-14	2008-11-30	0.00	9
4370893	25, 15	16.70	1986-01-14	2008-11-30	0.00	9
4370894	24, 15	16.80	1986-01-14	2008-11-30	0.00	9
4370895	23, 15	17.39	1986-01-14	2008-11-30	38,078.30	9
4370914	28, 11	12.50	1986-01-14	2008-12-02	0.00	9
4370915	27, 13	11.54	1986-01-14	2008-12-02	0.00	9
4370921	23, 14	16.40	1986-01-14	2008-12-01	69,544.36	9
4370922	24, 14	15.99	1986-01-14	2008-12-01	0.00	9
4370923	25, 14	15.93	1986-01-14	2008-12-01	0.00	9
4370924	26, 14	16.25	1986-01-14	2008-12-01	0.00	9
4370925	26, 13	15.77	1986-01-14	2008-12-01	0.00	9
4370931	25, 13	14.67	1986-01-14	2008-12-02	0.00	9
4370932	24, 13	14.21	1986-01-14	2008-12-02	43,826.78	9
4370933	23, 13	13.12	1986-01-14	2008-12-02	109,254.12	9
4370934	28, 10	13.06	1986-01-14	2008-12-02	38,239.12	9
4370935	28, 12	12.38	1986-01-14	2008-12-02	7,019.12	9
4370941	24, 12	13.66	1986-01-14	2008-11-27	35,761.15	9
4370942	25, 12	13.40	1986-01-14	2008-11-27	0.00	9
4370943	26, 12	13.69	1986-01-14	2008-11-27	0.00	9
4370944	27, 12	12.73	1986-01-14	2008-11-27	0.00	9
4370945	27, 11	14.23	1986-01-14	2008-11-27	0.00	9
4370951	26, 11	14.50	1986-01-14	2008-11-28	0.00	9
4370952	25, 11	14.24	1986-01-14	2008-11-28	28,579.65	9
4370953	24, 11	14.41	1986-01-14	2008-11-28	29,491.65	9
4370954	24, 10	14.96	1986-01-14	2008-11-28	193,682.65	9
4370955	25, 10	15.15	1986-01-14	2008-11-28	22,524.65	9

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 5

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
4370961	26, 10	15.06	1986-01-14	2008-11-29	25,553.65	9
4370962	27, 10	14.71	1986-01-14	2008-11-29	0.00	9
4370963	27, 9	13.99	1986-01-14	2008-11-29	169,669.45	9
4370964	26, 9	14.62	1986-01-14	2008-11-29	0.00	9
4370965	25, 9	14.69	1986-01-14	2008-11-29	32,320.15	9
4370971	24, 9	15.26	1986-01-14	2008-11-30	64,325.17	9
4370972	24, 8	16.70	1986-01-14	2008-11-30	6,394.17	9
4370973	25, 8	20.04	1986-01-14	2008-11-30	51,361.67	9
4370974	28, 8	36.11	1986-01-14	2008-11-30	31,976.67	9
4370975	28, 7	45.77	1986-01-14	2008-11-30	6,394.17	9
4371541	23, 8	14.02	1986-01-14	2008-12-03	18,720.08	9
4371542	22, 8	14.66	1986-01-14	2008-12-03	17,220.08	9
4371543	21, 8	14.56	1986-01-14	2008-12-03	11,720.08	9
4371544	21, 9	15.01	1986-01-14	2008-12-03	12,720.08	9
4371545	22, 9	15.48	1986-01-14	2008-12-03	18,720.08	9
4371551	23, 9	14.56	1986-01-14	2008-12-04	3,591.35	9
4371552	23, 10	14.05	1986-01-14	2008-12-04	7,341.35	9
4371553	22, 10	14.89	1986-01-14	2008-12-04	18,266.35	9
4371554	21, 10	14.23	1986-01-14	2008-12-04	5,841.35	9
4371555	21, 11	14.03	1986-01-14	2008-12-04	7,341.35	9
4371561	22, 11	15.20	1986-01-14	2008-12-05	29,329.67	9
4371562	23, 11	14.05	1986-01-14	2008-12-05	9,629.67	9
4371563	23, 12	13.20	1986-01-14	2008-12-05	14,129.67	9
4371564	22, 12	14.36	1986-01-14	2008-12-05	14,129.67	9
4371565	21, 12	13.89	1986-01-14	2008-12-05	33,174.42	9

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 6

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
4371571	28, 9	12.99	1986-01-14	2008-12-06	14,884.74	9
4371572	27, 8	14.73	1986-01-14	2008-12-06	4,895.74	9
4371573	27, 14	13.74	1986-01-14	2008-12-06	50,375.74	9
4371574	21, 13	13.03	1986-01-14	2008-12-06	78,240.49	9
4371575	22, 13	14.04	1986-01-14	2008-12-06	4,895.74	9
4371581	21, 20	19.43	1986-01-14	2008-11-28	28,667.65	9
4371582	22, 20	16.45	1986-01-14	2008-11-28	25,366.65	9
4371583	23, 20	18.12	1986-01-14	2008-11-28	5,917.65	9
4371584	23, 21	18.02	1986-01-14	2008-11-28	0.00	9
4371585	22, 21	15.45	1986-01-14	2008-11-28	28,641.65	9
4371591	21, 21	18.19	1986-01-14	2008-11-29	51,891.65	9
4371592	20, 21	14.99	1986-01-14	2008-11-29	0.00	9
4371593	20, 22	15.75	1986-01-14	2008-11-29	8,041.30	9
4371594	21, 22	19.22	1986-01-14	2008-11-29	12,645.65	9
4371595	22, 22	15.78	1986-01-14	2008-11-29	32,971.65	9
4371601	23, 22	18.12	1986-01-14	2008-11-30	11,963.30	9
4371602	23, 23	17.88	1986-01-14	2008-11-30	0.00	9
4371603	22, 23	14.92	1986-01-14	2008-11-30	22,504.95	9
4371604	21, 23	18.60	1986-01-14	2008-11-30	4,736.30	9
4371605	20,23	16.92	1986-01-14	2008-11-30	0.00	9
4371611	23, 24	18.25	1986-01-14	2008-12-01	0.00	9
4371612	22, 24	14.86	1986-01-14	2008-12-01	0.00	9
4371621	21, 15	17.23	1986-01-14	2008-12-02	17,700.64	9
4371622	21, 14	16.15	1986-01-14	2008-12-02	34,362.64	9
4371623	22, 14	17.40	1986-01-14	2008-12-02	34,694.64	9
4371624	22, 15	17.87	1986-01-14	2008-12-02	9,572.64	9
4371625	22, 16	16.46	1986-01-14	2008-12-02	252.64	9

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 7

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
4371632	27, 15	5.75	1986-01-14	2008-12-01	31,536.94	9
4371633	20, 15	16.16	1986-01-14	2008-12-01	3,543.39	9
4371634	20, 16	15.38	1986-01-14	2008-12-01	12,205.89	9
4371635	21, 16	16.77	1986-01-14	2008-12-01	68,172.54	9
4371641	22, 17	16.65	1986-01-14	2008-12-03	852.67	9
4371642	21, 17	17.41	1986-01-14	2008-12-03	25,677.17	9
4371643	20, 17	15.54	1986-01-14	2008-12-03	852.67	9
4371644	20, 18	15.69	1986-01-14	2008-12-03	14,214.67	9
4371645	21, 18	17.16	1986-01-14	2008-12-03	852.67	9
4371651	22, 18	16.12	1986-01-14	2008-12-04	13,112.23	9
4371652	22, 19	16.30	1986-01-14	2008-12-04	21,025.23	9
4371653	21, 19	17.29	1986-01-14	2008-12-04	16,414.23	9
4371654	20, 19	15.06	1986-01-14	2008-12-04	464.23	9
4371655	20, 20	16.86	1986-01-14	2008-12-04	464.23	9
4442741	21, 7	15.66	1987-11-24	2008-11-23	3,700.36	9
4442742	23, 7	16.70	1987-11-24	2008-11-23	2,200.36	9
4442743	24, 7	15.47	1987-11-24	2008-11-23	3,700.36	9
4442744	26, 8	16.94	1987-11-24	2008-11-23	3,700.36	9
4442745	27, 7	22.70	1987-11-24	2008-11-23	18,618.36	9
5009246	17, 3	14.09	1993-12-13	2009-12-12	0.00	7
5009247	16, 3	14.63	1993-12-13	2009-12-12	0.00	7
5009248	15, 3	12.31	1993-12-13	2009-12-12	0.00	7
5009249	15, 4	13.63	1993-12-13	2009-12-12	0.00	7

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 8

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
5009811	14, 14	16.22	1993-12-13	2009-12-12	0.00	7
5009812	14, 15	15.33	1993-12-13	2009-12-12	0.00	7
5009813	14, 16	16.31	1993-12-13	2009-12-12	0.00	7
5009814	14, 17	15.51	1993-12-13	2009-12-12	0.00	7
5009815	14, 18	15.20	1993-12-13	2009-12-12	0.00	7
5009816	14, 19	15.40	1993-12-13	2009-12-12	0.00	7
5009820	13, 14	16.17	1993-12-13	2009-12-12	0.00	7
5009821	13, 15	15.31	1993-12-13	2009-12-12	0.00	7
5009822	13, 16	16.25	1993-12-13	2009-12-12	0.00	7
5009823	13, 17	15.27	1993-12-13	2009-12-12	0.00	7
5009824	13, 18	14.68	1993-12-13	2009-12-12	0.00	7
5009825	13, 19	15.62	1993-12-13	2009-12-12	0.00	7
5111078	20, 11	15.19	1993-10-13	2009-10-12	0.00	7
5111112	20, 10	15.86	1993-10-13	2009-10-12	0.00	7
5111157	19, 20	16.19	1993-08-04	2009-08-03	0.00	7
5111158	18, 20	15.50	1993-08-04	2009-08-03	0.00	7
5111159	20, 3	15.42	1993-08-04	2009-08-03	0.00	7
5111160	19, 3	14.51	1993-08-04	2009-08-03	0.00	7
5111161	18, 3	14.45	1993-08-04	2009-08-03	0.00	7
5111162	18, 4	16.33	1993-08-04	2009-08-03	0.00	7
5111163	19, 4	16.32	1993-08-04	2009-08-03	0.00	7
5111164	19, 12	17.20	1993-08-04	2009-08-03	0.00	7
5111165	18, 12	16.78	1993-08-04	2009-08-03	0.00	7
5111166	17, 12	16.64	1993-08-04	2009-08-03	0.00	7
5111167	16, 12	16.91	1993-08-04	2009-08-03	0.00	7
5111168	15, 12	14.70	1993-08-04	2009-08-03	0.00	7
5111169	20, 12	17.16	1993-08-04	2009-08-03	0.00	7
5111170	20, 13	14.88	1993-08-04	2009-08-03	0.00	7

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 9

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
5111171	19, 13	15.41	1993-08-04	2009-08-03	0.00	7
5111172	18, 13	15.31	1993-08-04	2009-08-03	0.00	7
5111173	17, 13	15.28	1993-08-04	2009-08-03	2,049	7
5111174	20, 4	16.77	1993-08-04	2009-08-03	0.00	7
5111175	20, 5	16.56	1993-08-04	2009-08-03	0.00	7
5111176	19, 5	16.70	1993-08-04	2009-08-03	3,115	7
5111177	18, 5	16.95	1993-08-04	2009-08-03	2,372	7
5111178	17, 5	16.32	1993-08-04	2009-08-03	0.00	7
5111179	17, 4	15.79	1993-08-04	2009-08-03	0.00	7
5111180	16, 4	16.42	1993-08-04	2009-08-03	0.00	7
5111181	16, 5	16.65	1993-08-04	2009-08-03	0.00	7
5111182	15, 5	14.48	1993-08-04	2009-08-03	0.00	7
5111183	15, 6	14.03	1993-08-04	2009-08-03	0.00	7
5111184	15, 7	14.07	1993-08-04	2009-08-03	0.00	7
5111185	15, 8	13.91	1993-08-04	2009-08-03	0.00	7
5111186	16, 8	16.14	1993-08-04	2009-08-03	0.00	7
5111187	17, 8	15.65	1993-08-04	2009-08-03	0.00	7
5111188	18, 8	15.59	1993-08-04	2009-08-03	0.00	7
5111189	20, 7	16.48	1993-10-13	2009-10-12	0.00	7
5111190	19, 7	17.08	1993-10-13	2009-10-12	0.00	7
5111191	18, 7	15.93	1993-08-04	2009-08-03	0.00	7
5111192	17, 7	15.80	1993-08-04	2009-08-03	0.00	7
5111193	16, 7	16.21	1993-08-04	2009-08-03	0.00	7
5111194	19, 8	16.22	1993-08-04	2009-08-03	0.00	7
5111195	20, 8	15.37	1993-08-04	2009-08-03	0.00	7
5111196	20, 9	15.45	1993-08-04	2009-08-03	0.00	7
5111197	19, 9	16.07	1993-08-04	2009-08-03	0.00	7
5111198	18, 9	15.60	1993-08-04	2009-08-03	0.00	7
5111199	17, 9	15.65	1993-08-04	2009-08-03	0.00	7
5111200	16, 9	15.49	1993-08-04	2009-08-03	0.00	7
5111201	15, 9	13.42	1993-08-04	2009-08-03	0.00	7
5111202	15, 10	13.57	1993-08-04	2009-08-03	0.00	7

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 10

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
5111203	16, 10	15.79	1993-08-04	2009-08-03	0.00	7
5111204	20, 6	16.03	1993-10-13	2009-10-12	0.00	7
5111205	19, 6	16.62	1993-10-13	2009-10-12	0.00	7
5111206	18, 6	15.94	1993-10-13	2009-10-12	0.00	7
5111207	17, 6	15.71	1993-10-13	2009-10-12	0.00	7
5111208	16, 6	16.04	1993-10-13	2009-10-12	0.00	7
5111209	17, 20	16.27	1993-08-04	2009-08-03	0.00	7
5111210	16, 20	15.97	1993-08-04	2009-08-03	0.00	7
5111211	15, 20	14.63	1993-08-04	2009-08-03	0.00	7
5111212	15, 19	14.29	1993-08-04	2009-08-03	0.00	7
5111213	16, 19	15.88	1993-08-04	2009-08-03	0.00	7
5111214	19, 18	16.35	1993-08-04	2009-08-03	0.00	7
5111215	19, 19	16.38	1993-08-04	2009-08-03	0.00	7
5111216	18, 19	15.59	1993-08-04	2009-08-03	0.00	7
5111217	17, 19	16.08	1993-08-04	2009-08-03	0.00	7
5111218	18, 18	15.50	1993-08-04	2009-08-03	0.00	7
5111219	17, 18	15.67	1993-08-04	2009-08-03	0.00	7
5111220	16, 18	15.83	1993-08-04	2009-08-03	0.00	7
5111221	15, 18	14.12	1993-08-04	2009-08-03	0.00	7
5111222	15, 17	14.52	1993-08-04	2009-08-03	0.00	7
5111223	16, 17	16.06	1993-08-04	2009-08-03	0.00	7
5111224	17, 16	16.05	1993-08-04	2009-08-03	0.00	7
5111225	16, 16	16.44	1993-08-04	2009-08-03	0.00	7
5111226	15, 16	15.25	1993-08-04	2009-08-03	0.00	7
5111227	15, 15	14.30	1993-08-04	2009-08-03	0.00	7
5111228	16, 15	15.58	1993-08-04	2009-08-03	0.00	7
5111229	20, 14	15.88	1993-08-04	2009-08-03	0.00	7
5111230	19, 14	16.65	1993-08-04	2009-08-03	0.00	7
5111231	19, 15	15.93	1993-08-04	2009-08-03	0.00	7
5111232	18, 15	15.50	1993-08-04	2009-08-03	0.00	7
5111233	17, 15	15.60	1993-08-04	2009-08-03	0.00	7
5111234	19, 16	17.11	1993-08-04	2009-08-03	0.00	7

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Schedule A	November 15, 2007
Xxxxx / Noyon-Xxxxxxxx Properties	Page 11

CLAIM #	LOCATION (COLUMN, ROW)	AREA (HA)	REGISTRATION DATE (YR, MONTH, DAY)	EXPIRY DATE (YR, MONTH, DAY)	WORK SURPLUS ($)	NUMBER OF RENEWAL S
5111235	18, 16	16.07	1993-08-04	2009-08-03	0.00	7
5111236	19, 17	16.27	1993-08-04	2009-08-03	0.00	7
5111237	18, 17	15.74	1993-08-04	2009-08-03	0.00	7
5111238	17, 17	15.77	1993-08-04	2009-08-03	0.00	7
5111243	18, 14	16.16	1993-08-04	2009-08-03	0.00	7
5111244	16, 13	16.16	1993-08-04	2009-08-03	0.00	7
5111245	15, 13	14.40	1993-08-04	2009-08-03	0.00	7
5111246	15, 14	15.13	1993-08-04	2009-08-03	0.00	7
5111247	16, 14	16.69	1993-08-04	2009-08-03	0.00	7
5111248	17, 14	16.16	1993-08-04	2009-08-03	0.00	7
5111648	19, 11	15.64	1993-10-13	2009-10-12	0.00	7
5111649	18, 11	15.22	1993-10-13	2009-10-12	0.00	7
5111650	17, 11	15.17	1993-08-04	2009-08-03	0.00	7
5111651	16, 11	15.95	1993-08-04	2009-08-03	0.00	7
5111652	15, 11	13.82	1993-08-04	2009-08-03	0.00	7
5111653	19, 10	15.99	1993-10-13	2009-10-12	0.00	7
5111654	18, 10	15.31	1993-10-13	2009-10-12	0.00	7
5111655	17, 10	14.95	1993-10-13	2009-10-12	0.00	7

SCHEDULE B
TO THE OPTION AGREEMENT
BETWEEN
AGNICO-EAGLE AND AMERICAN BONAZA GOLD CORP.
EFFECTIVE AS OF NOVEMBER 15, 2007

XXXXX AND NOYON-XXXXXXXX PROPERTIES

EXPENDITURES

1.      Work Expenditures. Expenditures on the Noyon-Xxxxxxxx Property and the dates on or before which such Expenditures are to be incurred, are as follows:

		AEM Contribution			BZA Contribution			Total Expenditures
		(70%)			(30%)
Year one	$	374,500		$	160,500		$	535,000
Year two	$	595,000		$	255,000		$	850,000
Year three	$	700,000		$	300,000		$	1,000,000
Total	$	1,669,500		$	715,500		$	2,385,000

2.      BZA’s Additional Expenditures. In addition to contributing $160,500 to the work programs conducted by the Operator during the Option Period, BZA shall incur a minimum of $214,500 in additional exploration expenditures during the period commencing on April 1, 2007 and expiring at the end of the first year of the Option Period to test targets outside of the known RJ and A zones on the Noyon-Xxxxxxxx Property, which work began in April 2007. These expenditures shall not be part of the work program and budget submitted and managed by the Operator under Section 3.2 of the Agreement. The provisions of Sections 3.4, 3.7 and 3.8 of the Agreement shall apply, mutatis mutandis, to work done by BZA under Section 2.14 of the Agreement.

SCHEDULE C

TO THE OPTION AGREEMENT
BETWEEN
AGNICO-EAGLE MINES LIMITED
AND
AMERICAN BONANZA GOLD CORP.
EFFECTIVE AS OF NOVEMBER 15, 2007

JOINT OPERATING AGREEMENT

TABLE OF CONTENTS

1.	INTERPRETATION	1
2.	FORMATION OF THE JOINT OPERATION	7
3.	INTERESTS	7
4.	MANAGEMENT COMMITTEE	8
5.	OPERATOR	9
6.	RIGHTS, DUTIES AND STATUS OF OPERATOR	11
7.	EXPLORATION PROGRAMS	12
8.	PREFEASIBILITY AND FEASIBILITY STUDIES	14
9.	PRODUCTION NOTICE	14
10.	ELECTION TO CONTRIBUTE TO MINE COSTS	15
11.	OPERATOR'S FEE	16
12.	MINE FINANCING	16
13.	CONSTRUCTION	17
14.	OPERATION OF THE MINE	17
15.	PAYMENT OF MINE COSTS	18
16.	DISTRIBUTION IN KIND	18
17.	SURRENDER OF INTEREST	19
18.	TERMINATION OF MINING OPERATIONS	20
19.	MINING PROPERTIES	20
20.	AREA OF COMMON INTEREST	20
21.	SURRENDER	20
22.	INFORMATION AND DATA	21
23.	LIABILITY OF THE OPERATOR	21
24.	INSURANCE	22
25.	RELATIONSHIP OF PARTIES	22
26.	PARTITION	23
27.	TAXATION	23
28.	FORCE MAJEURE	23
29.	RIGHT OF FIRST OFFER	24
30.	UNDERLYING ROYALTIES	25
31.	ARBITRATION	26
32.	NOTICE	26
33.	FURTHER ASSURANCES	27
34.	WAIVER	27
35.	AMENDMENTS	27
36.	TERM	27
37.	TIME OF ESSENCE	28
38.	SUCCESSORS AND ASSIGNS	28
39.	GOVERNING LAW	28

SCHEDULE C

TO THE OPTION AGREEMENT
BETWEEN
AGNICO-EAGLE MINES LIMITED
AND
AMERICAN BONANZA GOLD CORP.
EFFECTIVE AS OF NOVEMBER 15, 2007

JOINT OPERATING AGREEMENT

1. INTERPRETATION

1.1. In this Agreement and Appendices I and II hereto the following words, phrases and expressions shall have the following meanings:

(a)	Accounting Procedure means the procedure attached to this Agreement as Appendix I.
(b)	Affiliate shall have the meaning attributed to it in the Canada Business Corporations Act, as amended.
(c)	Agreement means this agreement, including the recitals and appendices, as amended, supplemented or restated from time to time.
(d)	Assets means all corporeal and incorporeal property, movable property, improvements and other property, including land, buildings and equipment but excluding the Mining Properties, acquired for or made to the Mining Properties under the Option Agreement or this Agreement in connection with the Mining Operations.
(e)	Commercial Production means the date upon which Minerals are first delivered to purchasers on a commercial basis (other than deliveries of Minerals in respect of pilot or test operations, sampling, assaying, metallurgical testing and evaluation of the minerals potential of the Mining Properties).
(f)	Completion Date means the date on which it is demonstrated to the satisfaction of the Management Committee that the preparing and equipping of the Mine for Commercial Production is complete.
(g)	Confidential Information means all information provided to or acquired by a party, through or from another party, which is marked "Confidential" or is stated to be confidential or is by its nature intended to be confidential, and all analyses, compilations, data, studies, documents or other information prepared by a party or any other person containing or based upon, in whole or in part, any information provided to or acquired by a party, through or from another party, other than information which a party is able to establish:

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	(i)	was readily available to the public at the time such information was made available to that party;
	(ii)	became readily available to the public after the time such information was made available to that party other than as a result of disclosure by a party in contravention of this Agreement; or
	(iii)	became available to a party on a non-confidential basis from a non-party provided such non-party was not bound by confidentiality obligations relating thereto.

(h)	Construction means every kind of work carried out during the Construction Period by the Operator in accordance with an approved Feasibility Study.
(i)	Construction Period means, unless the Production Notice is subsequently withdrawn, the period beginning on the date a Production Notice is given and ending on the Completion Date.
(j)	Costs means, except as to Prior Exploration Costs, all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations, recorded by the Operator in accordance with this Agreement. Without limiting generality, the following categories of Costs shall have the following meanings:
	(i)	Construction Costs means those Costs recorded by the Operator during the Construction Period, including the Operator's fee contemplated in Section 11;
	(ii)	Exploration Costs means those Costs recorded by the Operator during the Exploration Period, including the Operator's fee contemplated in Section 11;
	(iii)	Mine Costs means Construction Costs and Operating Costs;
	(iv)	Operating Costs means those Costs recorded by the Operator subsequent to the Completion Date, including the Operator's fee contemplated in Section 11; and
	(v)	Prior Exploration Costs means the amounts referred to in Subsection 3.2.
(k)	Exploration Period means the period beginning on the Operative Date and ending on the date an effective Production Notice is given.
(l)	Feasibility Study shall have the meaning ascribed thereto in National Instrument 43-101 (Standards of Disclosure for Mineral Projects), namely a comprehensive study of a

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deposit in which all geological, engineering, operating, economic and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.

(m)	Governmental Authority means the Government of Canada, the Government of Quebec or a municipal government, and any government agency, tribunal, commission or other authority exercising or purporting to exercise executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.
(n)	Interest means an undivided ownership interest in the Mining Properties, the Assets and any Mine, expressed as a percentage, calculated, until the third anniversary of the Option Agreement, in the manner contemplated in Section 3, thereafter during the Exploration Period, subject to Subsection 3.3, in the manner contemplated in Section 7 and, subsequent to the Exploration Period, in the manner contemplated in Section 10.
(o)	Joint Operation shall have the meaning attributed to it in Subsection 2.1.
(p)	Laws means all laws (including principles of common and civil law), statutes, regulations, treaties, judgments and decrees and all official directives, rules, consents, approvals, authorizations, guidelines, orders and policies of any Governmental Authority having the force of law.
(q)	Lien means any lien, mortgage, charge, hypothec, claim, encumbrance, security interest or other right or interest attaching to or affecting property, whether registered or unregistered, and whether arising by agreement, statute or otherwise at law.
(r)	Management Committee means the committee established pursuant to Section 4.1.
(s)	Mine means the workings established and Assets acquired, including development headings, plant and concentrator installations, infrastructure, housing, airport and other facilities in order to bring the Mining Properties into Commercial Production in accordance with the Production Notice.
(t)	Minerals means any and all ores (and concentrates derived therefrom) and minerals, precious and base, metallic and nonmetallic, in, on or under the Mining Properties which may lawfully be explored for, mined and sold.
(u)	Mining Operations means every kind of work done by the Operator:
	(i)	on or in respect of the Mining Properties in accordance with a Program; or
	(ii)	if not provided for in a Program, unilaterally and in good faith to maintain the Mining Properties in good standing, to prevent waste or to otherwise

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discharge any obligation which is imposed upon it pursuant to this Agreement and in respect of which the Management Committee has not given it directions;

including: (1) carrying out, or causing to be carried out, the work of assessment, line cutting, geophysical, geochemical and geological surveys, library research, data compilation, report preparation, studies and mapping, assaying and metallurgical testing, drilling, designing, examining, equipping, improving, surveying, trenching, shaft-sinking, raising, crosscutting and drifting, searching for, digging, trucking, sampling, working and procuring mineral products, ground or map staking and obtaining claims, mining leases or other exploitation titles and keeping the same in good standing and doing all other work usually considered to be assessment, prospecting, exploration, development, preproduction, mining or reclamation work; (2) paying wages, salaries, bonuses and benefits of individuals (including consultants and contractors) engaged in such work and in supplying food, lodging, transportation and other reasonable needs of such individuals; (3) paying insurance premiums and assessments or premiums for workers' compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to such individuals; (4) making payments in respect of mining claims, mining leases and other exploitation titles and their renewal taxes, rates, assessments or other charges levied by a Governmental Authority in respect of the Mining Properties; (5) purchasing, leasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies or incurring other capital expenses, and installing, erecting, detaching or removing any such Assets on or from the Mining Properties; (6) and managing or supervising any work which is done in respect of the Mining Properties or in any other respects necessary or desirable to duly carry out such assessment, prospecting, exploration, development, pre-production, mining or reclamation work.

(v)

Mining Properties means, collectively, the Xxxxx and Noyon-Xxxxxxxx Properties contemplated by the Option Agreement that became subject to this Agreement on the Operative Date and any additional mineral properties added to the Mining Properties pursuant to the Option Agreement or this Agreement, or which the Parties agree in writing to add to this Agreement, the Minerals thereon, all information obtained from Mining Operations and those rights and benefits appurtenant to the Mining Properties that are acquired for the purpose of conducting Mining Operations.

(w)

Xxxxxxxx Claim Block means mining claims 4370861 to 4370865, 4370871 to 4370875, 4370881 to 4370885, 4370891 to 4370895, 4370914 and 4370915, 4370921 to 4370925, 4370931 to 4370935, 4370941 to 4370945, 4370951 to 4370955, 4370961 to 4370965, 4370971 to 4370975, 4371541 to 4371545, 4371551 to 4371555, 4371561 to 4371665, 4371571 to 4371575, 4371581 to 4371585, 4371591 to 4371595, 4371601 to 4371605, 4371611 and 4371612, 4371621 to 4371625, 4371632 to 4371635, 4371641 to 4371645,

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4371651 to 4371655 and 4442741 to 4442745, forming part of the Noyon-Xxxxxxxx Property;

(x)	Noyon Claim Block means mining claims 5009811 to 5009828, 5009246 to 5009249, 5111078, 5111112, 5111149 to 5111248 and 5111648 to 5111655, forming part of the Noyon-Xxxxxxxx Property;
(y)	Noyon-Xxxxxxxx Property means the 227 mining claims described in paragraph 2 of Schedule A to the Option Agreement, located in the Township of Noyon, Québec.
(z)	NSR Royalty shall have the meaning attributed to it in Appendix II to this Agreement.
(aa)	Operative Date means the date upon which this Agreement becomes effective pursuant to the terms of Section 2.10 of the Option Agreement.
(bb)	Operator means the Party appointed as the Operator in accordance with Section 5.
(cc)	Option Agreement means the Option Agreement to which this Agreement is attached as Schedule C.
(dd)	Participant means a Party that is contributing to Exploration Costs or Mine Costs, as the case may be.
(ee)	Party or Parties means the Parties to this Agreement and their respective successors and permitted assigns which become Parties pursuant to this Agreement.
(ff)	Prefeasibility Study means a written study prepared by independent consultants under the Operator’s supervision at the direction of the Management Committee in such form and of such standard as may be required by the Management Committee, which shall include a preliminary evaluation of the commercial potential of an ore body within the limits of the Mining Properties, a preliminary engineering study (mining and exploitation methods, assessment of equipment, machinery and tools required) and a preliminary economical study (costs of capital, production schedule, annual estimated yield and budget).
(gg)	Prime Rate means the annual rate of interest publicly announced from time to time by The Toronto-Dominion Bank as being its reference rate then in effect for determining interest rates on Canadian Dollar denominated commercial loans made by it in Canada.
(hh)	Production Notice means a notice which is given to each of the Parties pursuant to Subsection 9.2.
(ii)	Proportionate Share means that share which is equal to a Party's percentage Interest.

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(jj)	Simple Majority means a decision made by the Management Committee by a majority in excess of 50 percent of the votes entitled to be cast.
(kk)	Taxes means all imposts, royalties, duties, assessments and taxes (other than income and capital taxes) imposed upon or in connection with producing, transporting and selling Minerals, by any federal, state or local governmental entity or subdivision thereof.
(ll)	Underlying Royalties means, collectively, (i) with respect to the Xxxxxxxx Claim Block, an aggregate 5% net smelter return royalty payable as to 0.82222% to Eastern Platinum Limited (formerly Jonpol Explorations Limited), as to 0.60556% to Perrex Resources Inc., as to 0.21666% to 559505 Ontario Limited, as to 0.35556% to Xxxxxx X. Xxxxxxxx as to 1% to Baytex Energy Ltd. (formerly Xxxxxxxx Minerals Limited), as to 1% to Energold Minerals Inc. and as to 1% to Cyprus Canada Inc.; and (ii) with respect to the Noyon Claim Block, a 2% net smelter return royalty payable to Cyprus Canada Inc., all as more fully described in Schedule D to the Option Agreement.
(mm)	Underlying Payment means the obligation of BZA under an Exploration Agreement with Option to Purchase dated July 17, 1998 (“Original Agreement”), as amended by an
	Amendment to Exploration Agreement with Option to Purchase dated May 1, 2000 (“Amending Agreement”), both entered into between Cyprus Canada Inc., as optionor, and International Taurus Resources Inc., as optionee, to pay to Cyprus Canada Inc. $450,000 as follows: (i) $150,000 on achievement of commercial production (as defined in the Original Agreement”); (ii) $150,000 on or before the day which is six months after the achievement of commercial production; and (iii) $150,000 on or before the first anniversary of the achievement of commercial production.
(nn)	Xxxxx Property means the 43 mining claims described in paragraph 1 of Schedule A to the Option Agreement, located in the Townships of Xxxxx and Noyon, Québec.
(oo)	Work Program or Program means the work plan and budget of Mining Operations conducted during the Exploration Period, including Prefeasibility Studies and Feasibility Studies, and adopted pursuant to Subsection 7.1.
(pp)	"$" means Canadian Dollars unless otherwise specified.

1.2. Extended Meanings. The words "section", "subsection", "paragraph", "subparagraph", "herein", "hereto" and "hereunder" refer to this Agreement. The words "this Agreement" or "the Agreement" include this Schedule C and every Appendix attached to this Schedule C.

1.3. Headings. The captions and the emphasis of the defined terms have been inserted for convenience and do not define the scope of any provision.

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1.4. Appendices. The following appendices attached hereto form part of this Agreement:

Appendix I - Accounting Procedure
Appendix II - NSR Royalty

2. FORMATION OF THE JOINT OPERATION

2.1. This Agreement comes into effect on the Operative Date. Under this Agreement, the Parties agree to participate in a joint operation (herein called the "Joint Operation") for the purpose of exploring the Mining Properties and, if deemed warranted, bringing the Mining Properties or a portion thereof into Commercial Production by establishing and operating a Mine in accordance with the terms and conditions of this Agreement.

3. INTERESTS

3.1. Except as otherwise provided herein, the Parties shall bear all Costs and all liabilities arising under this Agreement and shall own the Mining Properties, the Assets and any Mine all in proportion to their respective Interests.

3.2. Subject to adjustment as may be applicable under Section 2.6 of the Option Agreement, on the Operative Date the respective Interests of the Parties in the Mining Properties shall be as follows: Agnico-Eagle: 70% and BZA: 30%, and the Parties shall be deemed to have expended as Prior Exploration Costs for the purpose of this Agreement the following amounts: Agnico-Eagle: $7,917,000 and BZA: $3,393,000, provided however that if Agnico-Eagle exercises the Option before the third anniversary of the effective date of the Option Agreement, BZA shall maintain its 30% Interest in the Mining Properties provided that it makes the contributions set out on Schedule B at the times set out on Schedule B to the Option Agreement.

3.3. After the Operative Date, Agnico-Eagle shall have 1 year to provide written notice to BZA of its election to increase by 10% its Interest in the Mining Properties by solely financing a Work Program in order to complete a Feasibility Study in respect of the Mining Properties. If Agnico-Eagle elects, under this Subsection 3.3, to increase its Interest in the Mining Properties, then:

(a)	Agnico-Eagle shall re-imburse BZA for any contributions made by BZA in excess of its annual share of contributions set out on Schedule B to the Option Agreement;
(b)	the respective Interests of the Parties in the Mining Properties shall be as follows: Agnico-Eagle: 80% and BZA: 20%, subject to adjustment as may be applicable under Section 2.6 of the Option Agreement; and

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(c)

the Interests of the Parties shall thereafter be based upon the total of Prior Exploration Costs plus the Costs of the Feasibility Study.

(For example, if Agnico-Eagle elected to earn an additional 10% ownership interest in the Mining Properties and expended $10,000,000 to complete a Feasibility Study, Agnico-Eagle would be deemed to have expended 80% ($17,048,000) and BZA 20% ($4,262,000) of the total expenditures ($21,310,000) on the Mining Properties, being the value of the work deemed to have been conducted upon exercise of the Option ($11,310,000) plus the costs related to the Feasibility Study ($10,000,000).

4. MANAGEMENT COMMITTEE

4.1. A Management Committee shall be established on or forthwith after the Operative Date. Except as herein otherwise provided, the Management Committee shall make all decisions in respect of Mining Operations.

4.2. Each Party shall forthwith appoint one representative and one alternate representative to the Management Committee. Both the representative and alternate representative may attend Management Committee meetings. The alternate representative may act for a Party's representative in his/her absence. Each Party’s representative shall be entitled to vote in its name at the Management Committee meetings.

4.3. The Operator shall call a Management Committee meeting at least once every 12 months, and, in any event within 30 days of being requested to do so by any representative.

4.4. The Operator shall give notice, specifying the time and place of, and the agenda for, the meeting, to all representatives at least fifteen (15) days before the time appointed for the meeting.

4.5. Notice of a meeting shall not be required if representatives of all the Parties are present and unanimously agree upon the agenda.

4.6. A quorum for any Management Committee meeting shall be present if the representatives of all Parties are present. If a quorum is present at the meeting, the Management Committee shall be competent to exercise all of the authorities, powers and discretions herein bestowed upon it hereunder. No business other than the election of a chairman, if any, and the adjournment or termination of the meeting shall be transacted at any meeting unless a quorum is present at the commencement of the meeting but the quorum need not be present throughout the meeting. If within half an hour from the time appointed for a meeting, a quorum is not present, the meeting shall, at the election of those representatives who are present:

(a) be dissolved; or

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(b) 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 shall be not less than 14 days following the date for which the meeting was called.

Notice of the adjourned meeting shall 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 half an hour from the time appointed, the representative or representatives present and entitled to attend and vote at the meeting, shall be a quorum.

4.7. The Management Committee shall decide every question submitted to it by a vote with each Party's representative entitled to vote being entitled to cast that number of votes which is equal to its Party's Interest percentage. The Management Committee shall make decisions by Simple Majority.

4.8. The representative of the Operator shall be the chairman and secretary of Management Committee meetings.

4.9. The secretary of the Management Committee meeting shall take minutes of that meeting and circulate copies thereof to each representative within 15 days following the meeting.

4.10. In lieu of considering any matter at a meeting, the Management Committee may act by instrument in writing signed by the representatives or alternate representatives of all Parties and any such instrument shall be conclusively deemed to be the act of the Committee.

4.11. Management Committee decisions made in accordance with this Agreement shall be binding upon all of the Parties.

4.12. Each Party shall bear the expenses incurred by its representative and alternative representative in attending meetings of the Management Committee.

4.13. The Management Committee may, by agreement of the representatives of all the Parties, establish such other rules of procedure, not inconsistent with this Agreement, as the Management Committee deems fit.

4.14. Reference in this Section to the "Parties" shall apply during the Exploration Period. After the date of a Production Notice this Section shall be read as if the word "Participant" appeared wherever the word "Party" appears.

5. OPERATOR

5.1. After the Operative Date, Agnico-Eagle shall be confirmed as Operator and shall continue to act as Operator until it resigns, its Interest is reduced to less than 50%, or an event contemplated in Subsection 5.4 shall occur.

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5.2. The Operator may resign as Operator on at least 90 days' prior notice to all Parties. The Management Committee shall thereupon select another Party to be Operator for the current year upon the 90th day after receipt of the Operator's notice of resignation.

5.3. The Operator whose Interest is reduced to less than 50% shall be replaced as Operator by the Party holding the highest Interest, which shall continue to act as Operator until it resigns or ceases to hold the highest Interest.

5.4. If any of the following events shall occur, namely:

	(i)	the Operator makes a general assignment for the benefit of its creditors;
	(ii)	a petition to have the Operator adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy, is filed by or against the Operator, and such is not dismissed within 60 days;
	(iii)	a trustee or receiver is appointed to take possession of substantially all of the Operator’s assets located within the limits of the Mining Properties, and possession is not restored to the Operator within 30 days;
	(iv)	substantially all of the Operator’s assets located in or on the Mining Properties are attached, executed upon or otherwise judicially seized, and such attachment, execution or seizure is not discharged within 30 days;.
	(v)	the Operator defaults under any terms or conditions of this Agreement on its part to be performed or observed and the Operator does not commence action to cure such default within 60 days after written notice thereof shall have been given to the Operator by the Management Committee or any party hereto and thereafter diligently prosecute such action to completion;

then, the non-Operator shall replace the Operator, unless the non-Operator is also subject to one of the circumstances enumerated in sub-paragraph (i) to (v) above, in which case the new Operator shall be designated jointly by the Parties.

5.5. The new Operator shall assume all of the rights, duties, liabilities and status of the previous Operator as provided in this Agreement. The new Operator shall have no obligation to hire any of the employees of the former Operator resulting from this change of Operator.

5.6. Upon ceasing to be Operator, the former Operator shall forthwith deliver to the person nominated for that purpose by the Management Committee, the custody of all Assets, Mining Properties, books, records and other property both movable and immovable relating to this Agreement.

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5.7. If the Operator resigns and no other Party consents to act as Operator the Joint Operation shall terminate and the provisions of Section 18 shall apply mutatis mutandis.

6. RIGHTS, DUTIES AND STATUS OF OPERATOR

6.1. The Operator in its operations hereunder shall be deemed to be an independent contractor. The Operator shall not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by a Party.

6.2. Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement.

6.3. The Operator shall manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shall, in advance, if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and if it is not reasonably possible, the Operator shall notify the Management Committee as soon thereafter as is reasonably possible.

6.4. Subject to the direction of the Management Committee, the Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee:

(a)	comply with the provisions of all agreements and mining title documents under which the Mining Properties or Assets are held;
(b)	pay all Costs properly incurred promptly as and when due;
(c)	keep the Mining Properties and Assets free of all Liens (other than those, if any, in effect on the Operative Date or the creation of which is permitted pursuant to this Agreement) arising out of the Mining Operations and, in the event of any Lien being registered or any action to enforce a Lien being taken, proceed with diligence to contest or discharge the same;
(d)	with the authorization of the Management Committee, prosecute claims and, where a defence is available, defend litigation arising out of the Mining Operations, provided that any Participant may join in the defence at its own expense;
(e)	subject to Subsection 21.1, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may

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be necessary to maintain the Mining Properties in good standing, including ground or map staking and restaking mining claims, and applying for licences, claims, leases and other rights to and interests in the Minerals and their renewals;

(f)	maintain accounts in accordance with the Accounting Procedure; provided that the judgment of the Operator as to matters related to the accounting, for which provision is not made in the Accounting Procedure, shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; and
(g)	perform its duties and obligations hereunder in a sound and workmanlike manner, in accordance with sound mining and engineering practices, and in compliance with all applicable Laws of any Governmental Authority and this Agreement.

7. EXPLORATION PROGRAMS

7.1. Within 45 days following the Operative Date, the Operator shall prepare and submit to the Management Committee, which shall, if it deems fit, adopt same within 30 days following its receipt, a draft Program for the period ending December 31 of the then current year. Thereafter, the Operator shall prepare and submit before October 1 of each year to the Management Committee, which shall, if it deems fit, adopt same before November 1 following, a draft Program for the period commencing on the next January 1 and ending on December 31 of the following year. The draft Program shall contain a statement in reasonable detail of the proposed Mining Operations and estimates of all Exploration Costs to be incurred. If the Operator fails to prepare and submit to the Management Committee a draft Program within the time frames prescribed, the non-Operator shall deliver a notice to the Operator specifying such failure and the Operator shall have 45 days following receipt of such notice to prepare and submit a draft Program to the Management Committee. If the Operator fails to prepare and submit such Program to the Management Committee within such additional time frame the non-Operator may prepare and submit such Program to the Management Committee within the following 45 days. If such Program is accepted, the non-Operator shall replace the Operator for the current year.

7.2. The Management Committee shall review the Program prepared and, if it deems fit, adopt the Program with such modifications, if any, as the Management Committee deems necessary. The Operator shall be entitled to an allowance for a Cost overrun of 10 percent in addition to any budgeted Exploration Costs and any Costs so incurred shall be deemed to be included in the Program, as adopted.

7.3. The Operator shall as soon as practicable notify the Management Committee of all exploration results as they become known and, if deemed appropriate by the Operator, prepare and submit to the Management Committee a revised draft Program for the current year taking into account such exploration results. The Management Committee shall review the

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revised Program prepared and, if it deems fit, adopt the Program with such modifications, if any, as the Management Committee deems necessary.

7.4. The Operator shall forthwith submit the adopted Program to the Parties. Each Party must within (i) 90, (ii) 120 or (iii) 180 days of receipt of a Program adopted by the Management Committee for a total amount of (i) $1,000,000 or less, (ii) greater than $1,000,000 and less than or equal to $2,000,000 or (iii) greater than $2,000,000, respectively, give notice to the Operator committing to contribute its Proportionate Share, or some portion thereof, of the Exploration Costs incurred on that Program. A Party which fails to give notice within the prescribed period shall be entitled to receive a notice of default from the other Party and, if it has not remedied such default within 10 days following receipt of such notice, it shall be deemed to have elected not to contribute to such Program.

7.5. If any Party elected not to contribute to a Program, the proportion to be contributed by the Parties who elected to contribute shall be increased pro rata, subject to the right any of them may have to elect not to contribute more than its Proportionate Share and the Interest of each Party shall be recalculated as provided in Subsection 7.9.

7.6. The Operator shall be entitled to invoice each Participant:

(a)	no more frequently than monthly for its Proportionate Share of Exploration Costs committed to by that Participant pursuant to Section 7.4 incurred and paid by the Operator; or
(b)	reasonably in advance of requirements for an advance of that Participant’s Proportionate Share of Exploration Costs committed to by that Participant pursuant to Section 7.4.

Each invoice shall be signed by some responsible official of the Operator. Each Participant shall pay to the Operator the amount invoiced, within 30 days of receipt of the invoice. If a Participant protests the correctness of an invoice it shall nevertheless be required to make the payment subject to its right of refund.

7.7. If any Participant fails to pay its Proportionate Share committed to under Section 7.4 within the 30-day period referred to in Subsection 7.6, the Operator may by notice demand payment. If no payment is made within the period of 30 days next succeeding the receipt of the demand notice, that Participant shall be deemed to have elected not to participate in the Program pursuant to Section 7.5, and the Participants’ Interest shall be adjusted in accordance with Section 7.9, except that the Interest of the Participants who contributed their Proportionate Share to the Program shall be entitled to include, in addition to their Proportionate Share of the Exploration Cost not contributed by the non-contributing Participant, a fee equal to 5% of their Proportionate Share of the Exploration Costs not contributed by the non-contributing Participant, as part of their contribution to Exploration Costs.

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7.8. If any Program is altered, suspended or terminated prematurely so that the Exploration Costs incurred on that Program as altered, suspended or terminated are less than 80 percent of the Exploration Costs originally proposed, any Party which elected not to contribute to that Program shall be given notice of the alteration, suspension or termination by the Operator and shall be entitled to contribute its Proportionate Share of the Exploration Costs incurred on that Program by payment thereof to the Operator within 30 days after receipt of the notice. If payment is not made by that Party within the 30 days aforesaid it shall forfeit its right to contribute to that Program without a demand for payment being required to be made thereafter by the Management Committee.

7.9. If a Party elected not to contribute to the Exploration Costs of any Program, then subject to Subsection 7.8, the Interest of that Party shall be decreased and the Interest of each Participant shall be increased so that, subject to Subsections 3.2 and 3.3, at all times during the Exploration Period the Interest of each Party will be that percentage which is equivalent to its Exploration Costs and Prior Exploration Costs expressed as a percentage of the Exploration Costs and Prior Exploration Costs of all Parties. The Party whose Interest has been reduced shall be entitled to receive details of and to contribute to future Programs to the extent of its then Interest. If the preceding provisions have the effect of reducing a Party's Interest to less than 10%, such Party shall be deemed to have forfeited its Interest to the Participants (if more than one then in proportion to their respective Interests) and that Party, in exchange, shall have the right to receive as sole remuneration and consideration a NSR Royalty defined, calculated and paid in the manner set forth in Appendix II to this Agreement.

8. PREFEASIBILITY AND FEASIBILITY STUDIES

8.1. A Prefeasibility Study and, subject to Subsection 3.3, a Feasibility Study shall only be prepared with the approval of the Management Committee. Such Studies shall be funded as separate Work Programs with the Costs incurred in preparing such Prefeasibility or Feasibility Study comprising Exploration Costs.

8.2. The Operator shall provide copies of the completed Prefeasibility and Feasibility Study to each of the Parties forthwith upon receipt. The Parties shall meet at reasonable intervals and times to review such Studies and, in the case of a Feasibility Study, discuss whether the establishing and bringing of a Mine into Commercial Production in conformity with the Feasibility Study is feasible or desirable.

9. PRODUCTION NOTICE

9.1. The Operator shall call a Management Committee meeting to consider the Feasibility Study for a date no sooner than 90 days after the Feasibility Study was provided to each of the Parties.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
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9.2. The Management Committee shall consider each Feasibility Study prepared and may approve any Feasibility Study, with such modifications, if any, as it considers necessary or desirable. If a Feasibility Study is approved as aforesaid the Management Committee shall give a Production Notice to each of the Parties stating that the Management Committee intends that a Mine be established on title rights mentioned in the Feasibility Study with such modifications, if any, as may be necessary or desirable. Upon request the Operator shall meet with any of the Parties at mutually convenient times and places in order to discuss the planning, financing, scheduling and other matters relevant to bringing the Mine into production.

9.3. If within 120 days following the delivery of a positive Feasibility Study to the Parties no Notice of Production has been given, any Party holding an Interest of 20% or more may, during the next 90 days, give a Production Notice to the Parties. For purposes of this Agreement, a positive Feasibility Study is a Feasibility Study for any part of the Mining Properties which demonstrates a 15% internal rate of return from a Mine on the Mining Properties after tax and financing costs.

10. ELECTION TO CONTRIBUTE TO MINE COSTS

10.1. Each Party may within (i) 90, (ii) 120 or (iii) 270 days of receipt of a Production Notice for Mining Costs amounting to (i) $1,000,000 or less, (ii) greater than $1,000,000 and less than or equal to $2,000,000 or (iii) greater than $2,000,000, respectively, give the Operator notice committing to contribute its Proportionate Share of the Mine Costs.

10.2. If any Party fails to give notice pursuant to Subsection 10.1, the other Party shall give it a notice of its default and, if it has not remedied such default within 10 days following receipt of the notice, that Party shall be deemed to have forfeited its right to contribute to Mine Costs and shall suffer dilution and conversion of its Interest as provided in this subsection. 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:

(a)	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 that percentage which is equivalent to
	(i)	the sum of its Exploration Costs, its Prior Exploration Costs and its contribution to Mine Costs;
	divided by
	(ii)	the sum of the total Exploration Costs, Prior Exploration Costs and the total Mine Costs of all the Parties;

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
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multiplied by

(iii) 100

(b)

if, at the Completion Date, the non-Participant's Interest as so diluted is less than 10%, that non-Participant shall be deemed to have assigned and conveyed its Interests to the Participants (if more than one then in proportion to their respective Interests) and in consideration therefor shall be entitled to receive as its sole remuneration and benefit in consideration of that assignment and conveyance, by way of royalty, a NSR Royalty defined, calculated and paid in the manner provided in Appendix II to this Agreement;

(c)

the Participants shall own and have a 100% undivided interest in the Assets whether acquired before or after the date the Production Notice was given.

10.3. If, after the calculation under Subsection 10.2, Mine Costs are not fully committed, the Production Notice shall be deemed to be withdrawn, subject to the Operator's right to prepare and submit a revised Production Notice to the Management Committee.

11. OPERATOR'S FEE

11.1. The Operator may charge the following sums in return for its head office overhead functions which are not charged directly:

(a)	with respect to Programs: 10% of all Exploration Costs for work carried out by its employees and 5% of such Exploration Costs for work carried out under contract;
(b)	with respect to Mine development and Construction: 1% of all Capital Costs;
(c)	subsequent to the Completion Date: 2% of all Operating Costs.

11.2. The Operator shall submit monthly invoicing of its fees to the Management Committee.

12. MINE FINANCING

12.1. The contributions of the Participants toward the Mine Costs shall be individually and separately provided by them.

12.2. Solely in order to secure loans to meet their respective contributions toward the Mine Costs, the Participants shall each be entitled to pledge, hypothecate, mortgage, charge or otherwise encumber, as security for financing their respective contributions, the Mining Properties and Assets to the extent of their respective Interests: provided; however, that security shall not be given by any Party unless the proposed pledgee, mortgagee, holder of the hypothec, Lien or encumbrance (hereinafter called the "Chargee") first undertakes in writing with all the

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 17

other Participants, in form reasonably satisfactory to counsel for the Operator and binding upon the Chargee, that:

(a)	the Chargee will not enter into possession or institute any proceedings for foreclosure or partition of an encumbering Participant's Interest and that that security shall be subject to the provisions of this Agreement;
(b)	the Chargee's remedies under that security shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant's Interest held under that security to the other Participants (if more than one then in proportion to their respective Interests at that time) or, with their unanimous consent, to any one of them, or failing any sale as aforesaid, by a sale at a public auction to be held after 90 days' prior notice to the other Participants; provided, however, that, as a condition of the purchase, the purchaser shall covenant and agree with the Parties that it:
	(i)	assumes all the obligations of the encumbering Participant in connection with this Agreement; and
	(ii)	will be bound by this Agreement,

and prior to completing the purchase, delivers to the Parties notice to that effect in writing, in form reasonably satisfactory to counsel for the Operator.

13. CONSTRUCTION

13.1. Subject to Subsection 10.3, the Operator shall proceed with Construction with all reasonable dispatch after a Production Notice has been given. Construction shall be substantially in accordance with the Feasibility Study subject to any variations proposed in the Production Notice, and subject also to the right of the Operator to cause such other reasonable variations in Construction to be made as it deems advisable after approval by the Management Committee.

14. OPERATION OF THE MINE

14.1. Commencing with the Completion Date, all Mining Operations shall be planned and conducted and all estimates, reports and statements shall be prepared and made on the basis of an operating year, which, with the exception of the first operating year, shall be a calendar year.

14.2. With the exception of the first operating year, an operating plan for each operating year shall be submitted by the Operator to the Participants not later than September 30 in the year immediately preceding the operating year to which the operating plan relates. Each operating plan shall contain the following:

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 18

(a)	a plan of the proposed Mining Operations;
(b)	a detailed estimate of all Mine Costs plus a reasonable allowance for contingencies;
(c)	an estimate of the quantity and quality of the ore to be mined and the Minerals to be produced; and
(d)	such other facts as may be necessary to reasonably illustrate the results intended to be achieved by the operating plan.

Upon request of any Participant the Operator shall meet with that Participant to discuss the operating plan and shall provide such additional or supplemental information as that Participant may reasonably require with respect thereto.

14.3. The Management Committee shall adopt each operating plan, with such changes as it deems necessary, by October 30 in the year immediately preceding the operating year to which the operating plan relates; provided, however, that the Management Committee may from time to time and at any time amend any operating plan.

15. PAYMENT OF MINE COSTS

15.1. The Operator may invoice each Participant for that Participant's Proportionate Share of Mine Costs incurred to the date of the invoice; or at the beginning of each month for an advance equal to that Participant's Proportionate Share of the estimated cash disbursements to be made during the month. Each Participant shall pay its Proportionate Share of the Mine Costs or the estimated cash disbursements as aforesaid to the Operator within 30 days after receipt of the invoice. If the payment or advance requested is not so made, the amount of the payment or advance shall bear interest calculated monthly not in advance from the 30th day after the date of receipt of the invoice thereof by the Participant at a rate equivalent to the Prime Rate plus two percent until paid.

16. DISTRIBUTION IN KIND

16.1. It is expressly intended that, upon implementation of any Production Notice hereunder, the Joint Operation shall be limited to the efficient production of Minerals from the Mining Properties and that, subject to the discharge of any Lien suffered by a Party to be created against the Mining Properties, each of the Parties shall be entitled to dispose of its Proportionate Share of ores returned after refining as it sees fit. Unless the Parties decide otherwise, each Participant shall take in kind its Proportionate Share of the ores returned and shall dispose thereof separately. Any costs and expenses incurred by reason of the Participants taking in kind and making separate dispositions shall be paid by each Participant directly and not through the Operator or Management Committee.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 19

16.2. If a Participant fails to take in kind, the Operator shall have the right, but not the obligation, for a period or time consistent with the minimum needs of the industry, but not to exceed one year, to purchase the Minerals for its own account or to sell such share as agent for the Participant at not less than the prevailing market price in the area. The Operator shall be entitled to deduct from proceeds of any sale by it for the account of the Participant reasonable expenses and commissions incurred in such a sale.

17. SURRENDER OF INTEREST

17.1. Any Party not in default hereunder may, at any time upon notice, surrender its entire Interest to the other Parties by giving those Parties notice of its intention to do so, which notice of surrender shall:

(a)	indicate a date for surrender not less than 30 days after the date on which the notice is given;
(b)	contain an undertaking that the surrendering Party will
	(i)	satisfy its Proportionate Share, based on its then Interest, of all obligations and liabilities which arose at any time prior to the date of surrender;
	(ii)	pay its Proportionate Share, based on its then Interest, of the Costs of rehabilitating the Mine site and of reclamation as at the date of surrender; and
	(iii)	hold in confidence, for a period of two years from date of surrender, all Confidential Information and data which it acquired pursuant to this Agreement;
(c)	be accompanied by an irrevocable and unconditional letter of credit, a security or guarantee policy issued on behalf of the other Parties by a bank, a savings and credit union or a trust company or a company legally authorized to act in that quality guaranteeing the execution of the obligations contemplated in paragraphs (b)(i) and (b)(ii) of this Subsection 17.1.

17.2. Upon the surrender of its entire Interest as contemplated in Subsection 17.1 and upon delivery of a release in writing, in form acceptable to counsel for the Operator, releasing the other Parties from all claims and demands hereunder, the surrendering Party shall be relieved of all obligations or liabilities hereunder except for those which arose or accrued or were accruing due on or before the date of the surrender.

17.3. A Party to whom a notice of surrender has been given as contemplated in Subsection 17.1 may elect, by notice within 90 days to the Party which first gave the notice, to

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 20

accept the surrender, in which case Subsections 17.1 and 17.2 shall apply, or to join in the surrender. If all of the Parties join in the surrender that Joint Operation shall be terminated in accordance with Section 18.

18. TERMINATION OF MINING OPERATIONS

18.1. The Operator, with the consent of the Participants, may at any time terminate all Mining Operations permanently.

18.2. The Operator shall thereupon remove, sell and dispose of such Assets, other than structures affixed to the underground workings and the shafts of the Mine, if any, as may be removed and disposed of profitably and such other Assets as the Operator may be required to remove pursuant to applicable environmental and mining Laws. The disposal price shall be the best price obtainable and the net revenues from the sale shall be divided between the Participants in proportion to their respective Interests.

18.3. On termination of Mining Operations the Participants shall pay the Costs of rehabilitation of the Mine site and of reclamation as may be required by the applicable environmental and mining Laws in proportion to their respective Interests.

19. MINING PROPERTIES

19.1. Title to the Mining Properties shall be held by the Parties in proportion to their Interests as adjusted from time to time. Each of the Parties shall have the right to receive from the Operator, forthwith upon making demand therefor, such documents as it may reasonably require to confirm its Interest.

20. AREA OF COMMON INTEREST

20.1. If any Party (or permitted assignee) beneficially acquires any interest in mining claims or other mineral interests within one kilometre of the boundary of the Mining Properties, such mining claims or other mineral interests shall be included in the Mining Properties. This excludes property held any Party within one kilometre of the Mining Properties as of the date of the Option Agreement.

21. SURRENDER

21.1. Notwithstanding Subsection 6.4(e), the Operator shall be entitled, at any time and from time to time, to surrender all or any part of the Mining Properties or to permit the same to lapse, but only upon first either obtaining the consent of the Participants, or giving 60 days' prior notice of its intention to do so to the other Parties. In this latter event, the Parties, other than the Operator, shall be entitled to receive from the Operator, on request prior to the date of the surrender or lapse, a conveyance of that portion of the Mining Properties intended for surrender

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 21

or lapse, together with copies of any plans, assay maps, diamond drill records and factual engineering data in the Operator's possession and relevant thereto. Any part of the Mining Properties so acquired shall cease to be subject to this Agreement.

22. INFORMATION AND DATA

22.1. At all times during the subsistence of this Agreement the duly authorized representatives of each Participant shall, at its and their sole risk and expense and at reasonable intervals and times, have access to the Mining Properties and to all technical records and other factual engineering data and information relating to the Mining Properties which are in the possession of the Operator.

22.2. During the Exploration Period while Programs are being carried out the Operator shall furnish the Participants with quarterly progress reports, except for quarters during which no Program is carried out, and with a final report on conclusion of each Program. However, the Operator shall furnish the Participants with reports as soon as practicable in the event that information material from a securities prospective is obtained during the performance of any Program. The final report shall show the Mining Operations performed and the results obtained and shall be accompanied by a statement of Costs and copies of pertinent plans, assay maps, diamond drill records and other factual engineering data. During the Construction Period the Operator shall provide monthly progress reports to the Participants, which reports shall include information on any changes or developments affecting the Mine that the Operator considers are material.

22.3. All information and data concerning or derived from the Mining Operations shall be kept confidential and, except to the extent required by law, by regulation of any Securities Commission or Stock Exchange, or in connection with the filing of a prospectus or statement of material facts by any Party or any of its Affiliates, shall not be disclosed to any person other than the Party's professional advisors or lenders or potential investors on a need-to-know basis, or to an Affiliate without the prior consent of all the Participants, which consent shall not unreasonably be withheld.

22.4. The text of any news releases or other public statements which a Party desires to make with respect to the Mining Properties shall be made available to the other Parties prior to publication. The other Parties shall have the right to suggest changes therein within 24 hours from receipt after which the Party which submits the news release or public statement shall have the right to release it.

23. LIABILITY OF THE OPERATOR

23.1. Subject to Subsection 23.2, each Party shall indemnify and save the Operator harmless from and against any loss, liability, claim, demand, damage, expense, injury and death

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 22

(including legal fees) resulting from any acts or omissions of the Operator or its officers, employees or agents.

23.2. Notwithstanding Subsection 23.1, the Operator shall not be indemnified or held harmless by any of the Parties for any loss, liability, claim, demand, damage, expense, injury or death (including legal fees) resulting from the negligence or wilful misconduct of the Operator or its officers, employees or agents.

23.3. An act or omission of the Operator or its officers, employees or agents done or omitted to be done:

(a)	if specifically provided for, or contemplated in, a Program or Production Notice approved by the Management Committee or the Parties;
(b)	with the concurrence of the Management Committee; or
(c)	unilaterally and in good faith by the Operator to protect life or property;

shall be deemed not to be negligence or wilful misconduct.

23.4. The obligation of the other Parties to indemnify and save the Operator harmless pursuant to Subsection 23.1 shall be in proportion to their Interest as at the date that the loss, liability, claim, demand, damage, expense, injury or death occurred or arose.

23.5. The Operator shall not be liable to any other Party nor shall any Party be liable to the Operator in contract or otherwise for special or consequential damages, including loss of profits or revenues.

24. INSURANCE

24.1. Commencing on the Operative Date, the Parties shall agree upon the type and extent of insurance coverage which should be placed. The Operator shall thereupon place and maintain such insurance with a reputable insurer or insurers such insurance, if any, as the Parties may have agreed. The Operator shall, upon the written request of any Participant, provide it with evidence of that insurance.

24.2. Subsection 24.1 shall not preclude any Party from placing, for its own account, insurance for greater or other coverage than that placed by the Operator.

25. RELATIONSHIP OF PARTIES

25.1. The rights, duties, obligations and liabilities of the Parties shall be several and not joint nor joint and several, it being the express purpose and intention of the Parties that their respective Interests shall be held in undivided ownership.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
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25.2. Nothing herein contained shall be construed as creating a partnership or an association of any kind or as imposing upon any Party any partnership or association duty, obligation or liability upon any other Party hereto.

25.3. Each party will take all necessary precautions to ensure that Confidential Information obtained from another party is kept confidential. Neither party may make any disclosure of such Confidential Information to any non-party to this Agreement (except to a party’s professional advisors or lenders or to potential investors, on a need to know basis) without the prior written consent of the party which provided the same except as may be required:

	(i)	to comply with stock market or securities commission rules or securities legislation applicable to a party;
	(ii)	by law or regulation to be made pursuant to legal process; or
	(iii)	to be disclosed to any Governmental Authority to maintain the Mining Properties in good standing.

25.4. No Party shall, except when required by this Agreement or by applicable Laws, suffer or permit to be used, directly or indirectly, the name of any other Party for any purpose related to the Mining Properties.

26. PARTITION

26.1. Each of the Parties hereto waives, during the term of this Agreement, any right to partition the Mining Properties, the Assets or any part thereof and no Party shall seek or be entitled to partition the Mining Properties or the Assets whether by way of physical partition, judicial sale or otherwise during the term of this Agreement.

27. TAXATION

27.1. All Costs incurred hereunder shall be for the account of the Party or Parties making or incurring the same (if more than one then in proportion to their respective Interests) and each Party on whose behalf any Costs have been incurred shall be entitled to claim all tax benefits, write-offs and deductions with respect thereto.

28. FORCE MAJEURE

28.1. Notwithstanding anything herein contained to the contrary, if any Participant is prevented from or delayed in performing any obligation under this Agreement and such failure is occasioned by any cause beyond its reasonable control, including fire, power shortage, flooding, explosion, cave-in, landslide, inability to obtain personnel, equipment, fuel or supplies, equipment failure, adverse weather conditions, war, civil unrest, acts of God, governmental

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 24

regulation, requirement or policy, inability to obtain or the non-issuance of any governmental approval, licence, permit, undertaking or consent, action by indigenous peoples’ groups or any other cause (whether or not similar to any of the foregoing) beyond the control of such party or its representatives, agents, contractors or employees but excluding lack of finances (in this Section 28 called a "force majeure"), then, subject to Subsection 28.2, the time for the observance of the condition or performance of the obligation in question shall be extended for a period equivalent to the total period the cause of the prevention or delay persists or remains in effect regardless of the length of such total period.

28.2. Any Party hereto claiming suspension of its obligations as aforesaid shall promptly notify the other Parties to that effect and shall take all reasonable steps to remove or remedy the cause and effect of the force majeure described in the said notice insofar as it is reasonably able so to do and as soon as possible; provided that the terms of settlement of any labour disturbance or dispute, strike or lockout shall be wholly within the discretion of the Party claiming suspension of its obligations by reason thereof and that Party shall not be required to accede to the demands of its opponents solely to remedy or remove the force majeure thereby constituted. There shall be no obligation to remove or remedy a force majeure event resulting from any actions by indigenous peoples’ groups.

28.3. The extension of time for the observance of conditions or performance of obligations as a result of force majeure shall not relieve the Operator from its obligations to keep the Mining Properties in good standing.

29. RIGHT OF FIRST OFFER

29.1. During the subsistence of this Agreement, none of the Parties shall pledge, hypothecate, mortgage, charge or otherwise encumber, sell, assign, or in any other manner dispose of or attempt to dispose of all or any part of its Interest except as provided in Sections 12 or 17 and as hereinafter provided in this Section 29. A Party wishing to sell or dispose of all or a portion of its Interest (in this Section 29 called the "Disposing Party") may, upon notice to all the Participants:

(a)

sell, as contemplated in Subsection 29.2, all or any portion thereof to the Participants who elect to purchase the same (if more than one then in proportion to their respective Interests) or, if the Participants elect not to purchase, to a third Party; or

(b)

sell to an Affiliate of the Disposing Party; provided, however, the Disposing Party shall remain liable for the obligations of the Affiliate and that the sale to the Affiliate be subject to the Affiliate entering into an agreement with the remaining Participants whereby it agrees to be bound by the provisions of this Agreement. Upon an Affiliate ceasing to be an Affiliate of the Disposing Party, the Affiliate shall transfer its Interest to the Disposing Party or to another Affiliate of the Disposing Party and the transferee shall

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 25

enter into an agreement with the remaining Participants whereby it agrees to be bound by the provisions of this Agreement.

29.2. A Disposing Party will, prior to disposing of the Interest other than to an Affiliate, first offer to sell the Interest to the Participants for a cash consideration but upon such other terms and conditions as the Disposing Party deems fit. If, within 45 days of the Disposing Party's offer to sell, the Participants elect not to purchase the Interest upon those terms and conditions, the Disposing Party will be free to dispose of that Interest to a third Party at any time within six months of the Participants' election but only for a cash consideration, or for some consideration other than cash, provided that the fair cash equivalent of any non-cash consideration be equal to or greater than the cash consideration stated in the Disposing Party's offer to sell to the Participants, and upon the same or no more favourable terms and conditions as the offer to sell to the Participants; provided, however, that the sale of the Interest to the third Party shall be subject to the third Party entering into an agreement with the Participants whereby it agrees to be bound by the provisions of this Agreement. Any Interest not disposed of by the Disposing Party as aforesaid will remain subject to the provisions of this subsection.

29.3. Upon the Participants or a third Party acquiring all or a portion of the Disposing Party's Interest, the Participants or the third Party will be deemed to have acquired a corresponding portion of the Disposing Party's Exploration Costs and Mine Costs. Subject to the execution of the agreement contemplated in Subsection 29.2, the third Party will be entitled to all the rights and benefits accruing, and be subject to the obligations attributable, to the Interest which it has purchased from the Disposing Party, including the right to participate in any further Exploration Costs and Mine Costs and the right to have its Interest increased or reduced in the same manner as the Disposing Party in the event the third Party does not participate in Exploration Costs and Mine Costs.

30. UNDERLYING ROYALTIES

30.1. The Underlying Royalties and Underlying Payment shall be determined and paid in the manner provided in the agreements pursuant to which such royalties and payment were set up, copies of which are appended as Schedule D to the Option Agreement.

30.2. The Participants shall be responsible for the payment of the Underlying Royalties and Underlying Payment in proportion to their respective Interests. If a non-Participant’s Interest, further to dilution under Subsection 7.9 or 10.2, is converted into a right to receive a Net Smelter Return Royalty, the remaining Participants shall assume full responsibility, to the exclusion of the non-Participant, for the payment of the Underlying Royalties and Underlying Payment.

30.3. BZA shall remain solely responsible for all royalties, other than the Underlying Royalties and Underlying Payment, and other payments in the nature of a royalty, if any, affecting the Noyon-Xxxxxxxx Property as of the effective date of the Option Agreement.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
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31. ARBITRATION

31.1. Any dispute or conflict between the parties concerning this Agreement which cannot be settled by them shall be submitted firstly to a mutually agreeable mediator who will have no authority to bind the parties and, in the event that mediation efforts are unsuccessful, to a single arbitrator pursuant to the provisions of the Arbitration Act, 1991 (Ontario), or, if the parties cannot agree upon a single arbitrator, to three arbitrators, one appointed by Agnico-Eagle, one appointed by BZA and a third appointed by the arbitrators appointed by Agnico-Eagle and BZA. The arbitrator or arbitrators, as the case may be, may order any party to produce documents prior to the arbitration or to submit a witness to discovery. Arbitration proceedings shall take place in Toronto (Ontario) at such place as the arbitrator or arbitrators shall determine.

31.2. Resorting to arbitration shall not prevent the Parties from directly petitioning a Court having jurisdiction for injunctive relief or special recourses.

31.3. The arbitration tribunal shall have the power to make determinations with respect to the costs, expenses and fees it may incur. The Parties waive their right to contest any decision of the arbitration tribunal in this regard and agree to pay any amounts so determined upon demand.

31.4. Unless the arbitration award provides otherwise, the arbitration costs shall be shared equally by the Parties. The Parties shall assume their own costs, expenses and fees irrespective of the arbitration award.

32. NOTICE

32.1. All notices or other communications required or permitted under this Agreement shall be in writing and may be delivered personally, sent by prepaid mail or courier or by telecopier or e-mail to the following addresses of the Parties:

AGNICO-EAGLE MINES LIMITED			AMERICAN BONANZA GOLD CORP.
000, xxxxxx xx xx mine Goldex			Suite 305
C.P. 87			000 Xxxx Xxxxxxxx Xxxxxx
Val d’Or QC J9P 4N9			Xxxxxxxxx XX X0X 0X0
Attention:	Xx. Xxx Xxxxxxxx		Attention:	Xx. Xxxxx Xxxxxx
Telephone :	(000) 000-0000		Telephone :	(000) 000-0000
Telecopier :	(000) 000-0000		Telecopier :	(000) 000-0000
E-mail:	xxx.xxxxxxxx@xxxxxx-xxxxx.xxx		E-mail:	xxxxxxx@xxxxxxxxx.xxx

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 27

or to such addresses as each Party may from time to time specify by notice. Any notice or communication, if delivered, shall be deemed to have been given and received upon delivery; if mailed, shall be deemed to have been given and received on the fifth business day following the date it is posted; if sent by courier, shall be deemed to have been given and received on the second business day following the date of shipping; and if sent by telecopier or e-mail, shall be deemed to have been given and received on the business day next following the date of transmission.

33. FURTHER ASSURANCES

33.1. The Parties shall, upon request, execute and cause to be executed all documents, and do and cause to be done all things, necessary or useful, to give full effect to the letter and spirit of this Agreement. After the Operative Date, each Party shall have the right, at its own expense, to register this Agreement against the Mining Properties.

34. WAIVER

34.1. No waiver of any breach of this Agreement shall be binding unless evidenced in writing executed by the Party against whom charged. Any waiver shall extend only to the particular breach so waived and shall not limit any rights with respect to any future breach.

35. AMENDMENTS

35.1. Except for those provisions, if any, of the Option Agreement specifically incorporated herein by reference, this Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof. It supersedes and revokes all previous writings and all proposals, negotiations, representations, agreements, commitments and communications between the Parties. An amendment or variation of this Agreement shall only be binding upon a Party if evidenced in writing and executed by that Party.

36. TERM

36.1. Unless earlier terminated by agreement of all Parties having an Interest or as a result of one Party acquiring a 100% Interest and a 100% interest in the proceeds of production, the Joint Operation and this Agreement shall remain in full force and effect for so long as any Party has any right, title or interest in the Mining Properties. Termination of the Agreement shall not, however, relieve any Party from any obligations theretofore accrued but unsatisfied, its obligation with respect to the rehabilitation of the Mine site nor from its obligations with respect to payment of the NSR Royalty.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 28

37. TIME OF ESSENCE

37.1. Time is of the essence of this Agreement. Any Party shall be in default by the mere lapse of time for performing its obligations hereunder.

38. SUCCESSORS AND ASSIGNS

38.1. This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

39. GOVERNING LAW

39.1. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the Laws of Ontario.

AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP.	FRASER XXXXXX CASGRAIN LLP
Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement	Page 29

The Parties have duly executed this Agreement.

	AGNICO-EAGLE MINES LIMITED
	/s/ Xxxx Xxxx
	Name:	Mr. Xxxx Xxxx
	Title:	Vice Chairman and Chief Executive Officer
	I have authority to bind the Corporation
	AMERICAN BONANZA GOLD CORP.
	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	President & CEO
	I have authority to bind the Corporation

APPENDIX I

TO SCHEDULE C TO THE OPTION AGREEMENT
BETWEEN
AGNICO-EAGLE AND AMERICAN BONANZA GOLD CORP.
EFFECTIVE AS OF NOVEMBER 15, 2007

ACCOUNTING PROCEDURE

TABLE OF CONTENTS

1.	INTERPRETATION	1
2.	STATEMENTS AND XXXXXXXX	2
3.	DIRECT CHARGES	3
4.	PURCHASE OF MATERIAL	5
5.	DISPOSAL OF MATERIAL	6
6.	INVENTORIES	6
7.	ADJUSTMENTS	7

APPENDIX I

TO SCHEDULE C TO THE OPTION AGREEMENT
BETWEEN
AGNICO-EAGLE AND AMERICAN BONANZA GOLD CORP.
EFFECTIVE AS OF NOVEMBER 15, 2007

ACCOUNTING PROCEDURE

1. INTERPRETATION

1.1               In this Appendix I capitalized terms shall have the meaning ascribed to them in the Agreement. In addition, the following words, phrases and expressions shall have the following meanings:

(a)	"Agreement" means the Joint Operating Agreement to which this Accounting Procedure is attached as Appendix I.
(b)	"Count" means a physical inventory count.
(c)	"Employees" means those employees of the Operator who are assigned to and directly engaged in the conduct of Mining Operations, whether on a full-time or part-time basis.
(d)	"Employee Benefits" means the Operator's costs of holiday, vacation, sickness, disability benefits, field bonuses, paid to and the Operator's cost of established plans for employee's group life insurance, hospitalization, pension, retirement and other customary plans maintained for the benefit of Employees and Personnel, as the case may be, which costs may be charged as a percentage assessment on the salaries and wages of Employees or Personnel, as the case may be, on a basis consistent with the Operator's cost experience.
(e)	"Field Offices" means the necessary sub-office or sub-offices in each place where a Program or Construction is being conducted or a Mine is being operated.
(f)	"Government Contributions" means the costs or contributions made by the Operator pursuant to assessments imposed by governmental authority which are applicable to the salaries or wages of Employees or Personnel, as the case may be.
(g)	"Joint Account" means the books of account maintained by the Operator to record all costs, expenses, credits and other transactions arising out of or in connection with the Mining Operations.
(h)	"Material" means the movable personal property, equipment and supplies acquired or held, at the direction or with the approval of the Management Committee, for use in the Mining Operations and, without limiting generality, more particularly "Controllable Material" means such Material which is ordinarily classified as Controllable Material, as

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix I – Accounting Procedure	Page 2

	that classification is determined or approved by the Management Committee, and controlled in mining operations.
(i)	"Personnel" means those management, supervisory, administrative, clerical and other personnel of the Operator normally associated with the Supervision Offices whose salaries and wages are charged directly to the Supervision Office in question.
(j)	"Reasonable Expenses" means the reasonable expenses of Employees or Personnel, as the case may be, for which those Employees or Personnel may be reimbursed under the Operator's usual expense account practice; including any relocation expense necessarily incurred in order to properly staff the Mining Operations if the relocation is approved by the Management Committee.
(k)	"Supervision Offices" means the Operator's offices or departments within the Operator's offices from which the Mining Operations are generally supervised.

2. STATEMENTS AND XXXXXXXX

2.1                The Operator shall, by invoice, charge each Participant with its proportionate share of Exploration Costs and Mine Costs in the manner provided in Section 7 and 15 of the Agreement respectively.

2.2                The Operator shall deliver, with each invoice rendered for Costs incurred a statement indicating:

(a)	all charges or credits to the Joint Account relating to Controllable Material in detail; and
(b)	all other charges and credits to the Joint Account summarized by appropriate classifications indicative of the nature of the charges and credits.

2.3                The Operator shall deliver with each invoice for an advance of Costs a statement indicating:

(a)	the estimated Exploration Costs or, in the case of Mine Costs, the estimated cash disbursements, to be made during the next succeeding month;
(b)	the addition thereto or subtraction therefrom, as the case may be, made in respect of Exploration Costs or Mine Costs actually having been incurred in an amount greater or lesser than the advance which was made by each Participant for the penultimate month preceding the month of the invoice; and
(c)	the advances made by each Participant to date and the Exploration Costs or Mine Costs incurred to the end of the penultimate month preceding the month of the invoice.

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix I – Accounting Procedure	Page 3

3.	DIRECT CHARGES
3.1	The Operator shall charge the Joint Account with the following items:

(a)	Contractor's Charges: All proper costs relative to the Mining Operations incurred under contracts entered into by the Operator with third parties.
(b)	Labour Charges:
	(i)	The salaries and wages of Employees in an amount calculated by taking the full salary or wage of each Employee multiplied by that fraction which has as its numerator the total time for the month that the Employee was directly engaged in the conduct of Mining Operations and as its denominator the total normal working time for the month of the Employee;
	(ii)	the field bonuses paid to Employees;
	(iii)	the Reasonable Expenses of the Employees; and
	(iv)	Employee Benefits and Government Contributions in respect of the Employees in an amount proportionate to the charge made to the Joint Account in respect to their salaries and wages.
(c)	Office Maintenance:
	(i)	The cost or a pro rata portion of the cost, as the case may be, of maintaining and operating the Offices. The basis for charging the Joint Account for Office maintenance costs shall be as follows:
		(A)	the expense of maintaining and operating Field Offices, less any revenue therefrom; and
		(B)	that portion of maintaining and operating the Supervision Offices which is equal to:
			(1)	the anticipated total operating expenses of the Supervision Offices;
				divided by
			(2)	the anticipated total staff man days for the Employees whether in connection with the Mining Operations or not;
				multiplied by

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix I – Accounting Procedure	Page 4

(3) the actual total time spent on the Mining Operations by the Employees expressed in man days.

	(ii)	Without limiting the generality of the foregoing, the anticipated total operating expenses of the Supervision Offices shall include:
		(A)	the salaries and wages of the Operator's Personnel which have been directly charged to those Offices;
		(B)	the field bonuses paid to the Operator's Personnel;
		(C)	the Reasonable Expense of the Personnel; and
		(D)	Employee Benefits and Government Contributions in respect of the Personnel.
	(iii)	The Operator shall make an adjustment in respect of the Office Maintenance cost forthwith after the end of each Operating Year upon having determined the actual operating expenses and actual total staff man days referred to in clause 3.1 (c) (i) (B) of this Appendix I.

(d)	Material: Material purchased or furnished by the Operator for use on the Mining Properties as provided under Section 4 of this Appendix I.
(e)	Transportation Charges: The cost of transporting Employees and Material necessary for the Mining Operations.
(f)	Service Charges:
	(i)	The cost of services and utilities procured from outside sources other than services covered by paragraph 3.1 (a) of this Appendix I. The cost of consultant services shall not be charged to the Joint Account unless the retaining of the consultant is approved in advance by the Management Committee.
	(ii)	Use and service of equipment and facilities furnished by the Operator as provided in Subsection 4.5 of this Appendix I.
(g)	Damages and Losses to Joint Property: All costs necessary for the repair or replacement of Assets made necessary because of damages or losses incurred by fire, flood, storm, theft, accident or other cause. The Operator shall furnish each Participant with written particulars of the damages or losses incurred as soon as practicable after the damage or loss has been discovered. The proceeds, if any, received on claims against any policies of insurance in respect of those damages or losses shall be credited to the Joint Account.

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix I – Accounting Procedure	Page 5

(h)	Legal Expense: All costs of handling, investigating and settling litigation or recover the Assets, including attorney's fees, court costs, costs of investigation or procuring evidence and amounts paid in settlement or satisfaction of any litigation or claims; provided, however, that, unless otherwise approved in advance by the Management Committee, no charge shall be made for the services of the Operator's legal staff or the fees and expenses of outside solicitors.
(i)	Taxes: All taxes, duties or assessments of every kind and nature (except income taxes) assessed, levied upon, or credited upon or in connection with the Mining Properties, the Mining Operations thereon, or the production therefrom, which have been paid or received by the Operator for the benefit of the parties.
(j)	Insurance: Net premiums paid for:
	(i)	such policies of insurance on or in connection with the Mining Operations as may be required to be carried by law; and
	(ii)	such other policies of insurance as the Operator may carry for the protection of the parties in accordance with the Agreement; and
	the applicable deductibles in event of an insured loss.
(k)	Rentals: Fees, rentals and other similar charges required to be paid for acquiring, recording and maintaining permits, mineral licences, claims and mining leases and rentals and royalties which are paid as a consequence of the Mining Operations.
(l)	Permits: Permit costs, fees and other similar charges which are assessed by various governmental agencies.
(m)	Other Expenditures: Such other costs and expenses which are not covered or dealt with in the foregoing provisions of this Subsection 3.1 of this Appendix I as are incurred with the approval of the Management Committee for the necessary and proper conduct of the Mining Operations or as may be contemplated in the Agreement.

4. PURCHASE OF MATERIAL

4.1                Subject to Subsection 4.4 of this Appendix I the Operator shall purchase all Materials and procure all services required in the Mining Operations.

4.2                Materials purchased and services procured by the Operator directly for the Mining Operations shall be charged to the Joint Account at the price paid by the Operator less all discounts actually received.

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix I – Accounting Procedure	Page 6

4.3                So far as it is reasonably practical and consistent with efficient and economical operations, the Operator shall purchase, furnish or otherwise acquire only such Material and Assets as may be required for immediate use. The Operator shall attempt to minimize the accumulation of surplus stocks of Material.

4.4                Any Participant may sell Material or services required in the Mining Operations to the Operator for such price and upon such terms and conditions as the Management Committee may approve.

4.5                Notwithstanding the foregoing provisions of this Section 4, the Operator shall be entitled to supply for use in connection with the Mining Operations equipment and facilities which are owned by the Operator and to charge the Joint Account with such reasonable Costs which is commensurate with the ownership and use thereof.

5. DISPOSAL OF MATERIAL

5.1                The Operator, with the approval of the Management Committee, may, from time to time, sell any Material which has become surplus to the foreseeable needs of the Mining Operations for the best price and upon the most favourable terms and conditions available.

5.2                Any Participant may purchase from the Operator any Material which may from time to time become surplus to the foreseeable needs of the Mining Operations for such price and upon such terms and conditions as the Management Committee may approve.

5.3                Upon termination of the Agreement, the Management Committee may approve the division of any Material held by the Operator at that date. The division may be between the Participants in kind or be taken by a Participant in lieu of a portion of its proportionate share of the net revenues received from the disposal of the Assets and Mining Properties. If the division be in lieu to a Participant it shall be for such price and on such terms and conditions as the Management Committee may approve.

5.4                The net revenues from the sale of any Material to third parties or to a Participant shall be credited to the Joint Account.

6. INVENTORIES

6.1               The Operator shall maintain records of Material in reasonable detail and records of Controllable Material in detail.

6.2               The Operator shall perform Counts from time to time at reasonable intervals and in connection therewith shall give notice of its intention to perform a Count to each Participant at least 30 days in advance of the date set for performing the Count. Each Participant shall be entitled to be represented at the performing of a Count upon giving notice thereof to the Operator

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix I – Accounting Procedure	Page 7

within 20 days of the Operator's notice. A Participant who is not represented at the performing of the Count shall be deemed to have approved the Count as taken.

6.3               Forthwith after performing a Count, the Operator shall reconcile the inventory with the Joint Account and provide each Participant with a statement listing the overages and shortages. The Operator shall not be held accountable for any shortages of inventory except such shortages as may have arisen due to a lack of diligence on the part of the Operator.

7. ADJUSTMENTS

7.1               Payment of any invoice by a Participant shall not prejudice the right of the Participant to protest the correctness of the statement supporting the payment; provided, however, that all invoices and statements presented to each Participant by the Operator during any Operating Year shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates, unless within that 12 month period that Participant gives notice to the Operator making claim on the Operator for an adjustment to the invoice or statement.

7.2               The Operator shall not adjust any invoice or statement in favour of itself after the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates.

7.3               Notwithstanding Subsections 7.1 and 7.2 of this Appendix I, the Operator may make adjustments to an invoice or statement which arise out of a physical inventory of Material or Assets.

7.4               A Participant shall be entitled upon notice to the Operator to request that the independent external auditors of the Operator provide that Participant with their opinion that any invoice or statement delivered pursuant to the Agreement in respect of the period referred to in Subsection 7.1 of this Appendix I has been prepared in accordance with this Agreement.

7.5               The time required for giving the audit opinion contemplated in Subsection 7.1 of this Appendix I shall not extend the time for the making of exception to and making claim on the Operator for adjustment as provided in Subsection 7.1 of this Appendix I.

7.6               The cost of the auditors opinion referred to in Subsection 7.4 of this Appendix I shall be solely for the account of the Participant requesting the auditor's opinion, unless the audit disclosed a material error adverse to that Participant, in which case the cost shall be solely for the account of the Operator.

APPENDIX II
TO SCHEDULE C TO THE OPTION AGREEMENT
BETWEEN
AGNICO-EAGLE AND AMERICAN BONANZA GOLD CORP.
EFFECTIVE AS OF NOVEMBER 15, 2007

NSR ROYALTY

APPENDIX II
TO SCHEDULE C TO THE OPTION AGREEMENT
BETWEEN
AGNICO-EAGLE AND AMERICAN BONANZA GOLD CORP.
EFFECTIVE AS OF NOVEMBER 15, 2007

NSR ROYALTY

1. INTERPRETATION

1.1               In this Appendix II capitalized terms shall have the meaning ascribed to them in the Agreement. In addition, the following terms have the meanings set out below.

(a)	Agreement means the Joint Operating Agreement to which this Appendix II is appended.
(b)	Net Smelter Return shall mean the actual proceeds received by the Operator from any mint and/or smelter and/or refinery and/or reduction works and/or other purchaser in respect of the sale of ores, metals, concentrates or other minerals from the Mining Properties, after deducting therefrom to the extent they were actually incurred and/or were not deducted by such mint and/or smelter and/or refinery and/or reduction works and/or other purchaser in computing payment, the following:
	(i)	any treatment and/or smelting and/or refining charges and/or tolling, including any such costs from a custom smelter, any penalties or other charges for impurities, including metal losses or deductions in respect of metals not paid for;
	(ii)	all actual transportation costs for ores, metals, concentrates or other minerals from the Mining Properties to any such mint and/or smelter and/or refinery and/or reduction works and/or other purchaser including any such costs to any ultimate buyer of metals and including storage and handling costs, purchaser's charges for preparation, treatment, refining, assaying, weighing, and sampling, marketing fees or costs, brokerage fees or costs, and all other costs incurred by Operator after the ores, metals, concentrates or other minerals leave the Mining Properties;
	(iii)	any insurance charges on all such ores, metals, concentrates or other minerals including marine insurance and chatterer’s liability insurance;
	(iv)	all appropriate charges of such mint, smelter, refinery, reduction works or other purchaser and any sales, excise, production, import, export and other Taxes and levies, including mining taxes on such ores, metals, concentrates or other minerals (but excluding income taxes);
	(v)	notwithstanding the foregoing, in the event that ores or minerals are processed at a milling facility owned or controlled or sub-contracted by the Operator, then any transportation or handling or related costs from the Mining Properties to such milling facility shall not be deductible in calculating the NSR. However, any

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix II – Net Smelter Return Royalty	Page 2

such costs incurred on concentrates or metals produced from such ores or minerals at such facility and delivered to any mint and/or smelter and/or refinery and/or reduction works and/or other purchaser shall be deductible as herein provided.

(c)	Participant means a Party which contributes to Mine Costs in accordance with Section 10 of the Agreement.
(d)	Recipient means a Party whose Interest was diluted to less than 10% in accordance with Sections 7.9 or 10.2 of the Agreement resulting in the conversion of its Interest into a right to receive a NSR Royalty in the manner set forth in this Appendix II.
(e)	NSR Royalty means, subject to Section 2.5 of this Appendix II, a net smelter royalty equal to 1% of the Net Smelter Return.

2. THE NSR ROYALTY

2.1               Vesting. If a non-Participant's Interest, further to dilution under Sections 7.9 or 10.2 of the Agreement, is reduced to less than 10%, such Interest shall then be converted into a right to receive the NSR Royalty.

2.2               Property Right. The Participants acknowledge and agree that (i) the NSR Royalty is a property right and creates an interest in the Mining Properties that runs with the Mining Properties and such interest shall be applicable to the Participants and their successors and the permitted assigns of the Mining Properties, and (ii) the NSR Royalty shall attach to any amendments, relocations or conversions of any mining claim comprising the Mining Properties.

2.3               Payment. The NSR Royalty shall not be payable until following the commencement of Commercial Production, and shall be paid to the Recipient quarterly within 60 days after the end of each calendar quarter, commencing with the first December 31 following the commencement of Commercial Production.

2.4               Audit. The Participants shall maintain true and correct records of all products mined, processed and sold and all proceeds otherwise received from the Mining Properties, and the Recipient shall have the right to audit such records following quarterly reporting periods at the Participants’ offices during normal business hours upon reasonable prior notice, provided such audit is conducted by the Recipient or by an accounting firm of recognized standing, at least one of whose members is a member of the Canadian Institute of Chartered Accountants. The Participants shall make available all books and records, refinery statements, and other invoices, receipts and records necessary for purposes of such audit, and shall make available work space and copying facilities, or permit the Recipient and its representatives to install copying facilities for use in connection with its audit activities. Any adjustments resulting from such audit shall be made promptly after completion thereof. The Recipient shall also have the right, at its own

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix II – Net Smelter Return Royalty	Page 3

expense, to carry out an audit of mine property boundaries for the purpose of verifying the location of and production of all products mined from the Mining Properties.

2.5               Purchase Right. The Participants may at any time after the Completion Date, in proportion to their respective Interests, purchase 50% of the 1% NSR Royalty, namely a 0.5% NSR Royalty, by giving to the Recipient written notice to this effect, together with payment in an amount of $1,000,000. Upon receipt of such notice and coincident with such payment, the Recipient shall execute and deliver to the Participants such instruments, in registrable form, as the Participants may reasonably require to evidence the purchase of 50% of the NSR Royalty.

2.6               Termination. The NSR Royalty shall cease to be payable on the earlier of the date when the Participants:

(i)	permanently cease to process Minerals; or
(ii)	shall have purchased 100% of the NSR Royalty.

3. FIRST REFUSAL RIGHT

3.1               First Refusal. Except with the prior written consent of the Participants, the Recipient may not sell, assign, convey, transfer or otherwise dispose of the Recipient's rights or interests in the NSR Royalty, or any part thereof, except in accordance with the following procedure.

	(i)	If the Recipient wishes to make a sale, assignment, conveyance, transfer or other disposition of all (but not less than all) of the NSR Royalty (the « Offered Interest »), except to an Affiliate, the Recipient shall first make an offer in writing (an « Offer ») to the Participants, in proportion to their respective Interest, to sell the Offered Interest at a price and otherwise on such terms as may be specified in the Offer. The Participants shall have 45 days after receipt of such notice to accept the Offer in whole (but not in part) by notice in writing to the Recipient and, in the event of such acceptance, the Recipient shall be obliged to complete such sale, assignment, conveyance, transfer or other disposition to the Participant at the price and on the terms stated in the Offer.
	(ii)	If the Offer is not accepted by the Participants within such period of 45 days, the Recipient shall be free, for 60 days after the end of such 45-day period, subject to section 3.1 (iii) of this Appendix II, to sell, assign, convey, transfer or otherwise dispose of all (but not less than all) of the Offered Interest, to another purchaser, at a price and otherwise on terms and conditions not more favourable to such purchaser than those contained in the Offer; provided, however, that if no sale, transfer, assignment or other disposition is effected within such 60 day period, the provisions of this Appendix II shall once again apply and so on from time to time thereafter.

Option Agreement	FRASER XXXXXX CASGRAIN LLP
Xxxxx / Noyon-Xxxxxxxx Properties	November 15, 2007
Schedule C – Joint Operating Agreement
Appendix II – Net Smelter Return Royalty	Page 4

(iii) No sale, transfer, assignment or other disposition to a purchaser pursuant to section 3.1 (ii) of this Appendix II may be completed unless, as a condition thereof, such purchaser shall have first executed and delivered an undertaking in favour of the Participants, in form and substance satisfactory to the Participants, to be bound by the provisions of this Appendix II, including section 3.1 of this Appendix II, and to require any subsequent purchaser thereof to be similarly bound.

4. COMMINGLING

4.1               Commingling. The Participants will have the right to commingle Minerals from the Mining Properties with metallurgically consistent Minerals mined or removed from other properties owned by the Participants or any Affiliate thereof, either before or after concentration or beneficiation and before or after the commencement of Commercial Production, and to process such Minerals at a common processing plant, whether located on or off the Mining Properties, provided that the Participants shall adopt and employ reasonable practices and procedures for weighing, determination of moisture content, sampling and assaying such Minerals for metal content and impurities and recording such data and utilize reasonably accurate recovery factors in order to determine the amount of economically recoverable products derived from such Minerals. In addition, comparable procedures may be used by the Participants to apportion among the commingled Minerals any penalties imposed by a purchaser. The Participants shall maintain accurate records of the results of such sampling, weighing and analysis and the Recipient shall be permitted the right, at all reasonable times and at its own cost, to observe such practices and procedures and to examine such records relating to any commingling of Minerals.