0000917225-04-000072 Sample Contracts

Solitario Resources - Newmont Mining Amend Yanacocha Royalty Structure and Work Commitment
Solitario Resources Corp • November 23rd, 2004 • Gold and silver ores

Denver, Colorado: Solitario Resources Corporation ("Solitario") and Minera Los Tapados S.A., a subsidiary of Newmont Peru Limited, Minera Yanacocha S.R.L., and Minera Chaupiloma Dos de Cajamarca, S.R.L. (collectively "Tapados,"), signed a Letter of Intent to amend Solitario's net smelter return ("NSR") royalty on a 150,000-acre property located immediately north of the Newmont Mining-Buenaventura's Minera Yanacocha Mine, the largest gold mine in South America. In addition to amending the NSR royalty, the Letter Agreement commits Tapados to a long-term US$4.0 million work commitment on Solitario's royalty property and provides Solitario access to Tapados' future exploration results on an annual basis. The royalty amendment and the work commitment are subject to the companies signing a definitive agreement and various regulatory approvals.

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November 17, 2004 Mr. Christopher E. Herald Solitario Resources Corporation 4251 Kipling Street, Suite 390 Wheat Ridge, Colorado 80033
Solitario Resources Corp • November 23rd, 2004 • Gold and silver ores • Colorado

Mr. Herald: In regard to your recent discussions with Mr. Steve Aaker, the following are the terms for this binding Letter of Intent to be effective November 17, 2004 by and between Newmont Overseas Exploration Limited, a Delaware corporation ("Newmont") and Solitario Resources Corporation, a Colorado corporation ("Solitario"). After execution of this Letter of Intent, Newmont and Solitario shall diligently proceed with the negotiation and execution of a definitive agreement (the "Agreement") sufficient to carry out the terms set out herein, which Agreement shall include such other provisions as are necessary or customary for agreements of this type and as are acceptable to the parties.

November 17, 2004
Solitario Resources Corp • November 23rd, 2004 • Gold and silver ores

Re: Royalty interest pursuant to that Stock Purchase Agreement dated February 2, 2000 between Newmont Peru Limited and Solitario Resources Corporation pertaining to Minera Los Tapados S.A.; 92-003-0001

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