Uranium Energy Corp. - Exhibit 10.1 - Filed by newsfilecorp.com








__________

 

 

 


	SHARE PURCHASE AND OPTION
      AGREEMENT 



 

Among each of: 

CIC RESOURCES INC. 
(as the
Vendor) 

 

And: 

URANIUM ENERGY CORP. 
(as the
Purchaser) 


 

 

Uranium Energy Corp. 
500 North
Shoreline, Ste. 800N, Corpus Christi, Texas, U.S.A., 78471 
__________






TABLE OF CONTENTS

	1. 	DEFINITIONS 	4 
	2. 	CERTAIN RULES
      OF INTERPRETATION 	8 
	3. 	SCHEDULES 	9 
	4. 	PURCHASE AND
      SALE OF THE JRI SECURITIES 	9 
	5. 	SATISFACTION OF PURCHASE PRICE 	10

	6. 	OPTION TO
      PURCHASE THE CIC SECURITES 	11 
	7. 	RELINQUISHMENT OF THE PROPERTY 	13

	8. 	PLACE OF
      CLOSING 	13 
	9. 	REPRESENTATIONS AND WARRANTIES OF THE VENDOR 	13

	10. 	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR
      RESPECTING THE CONSIDERATION SHARES 	17 
	11. 	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 	19

	12. 	NON-WAIVER;
      SURVIVAL 	20 
	13. 	INDEMNIFICATION 	21

	14. 	REIMBURSEMENT
      OF RENEWAL FEES 	22 
	15. 	SUBMISSION TO JURISDICTION 	22

	16. 	FURTHER
      ASSURANCES 	23 
	17. 	NOTICE 	23

	18. 	ENTIRE
      AGREEMENT 	24 
	19. 	BINDING EFFECT; NO THIRD PARTY BENEFICIARIES 	24

	20. 	AMENDMENT
    	24 
	21. 	ASSIGNABILITY 	24

	22. 	COUNTERPARTS
      AND DELIVERY 	24 
	23. 	EXPENSES 	25

	24. 	CONFIDENTIALITY 	25







SHARE PURCHASE AND OPTION AGREEMENT 

           
THIS SHARE PURCHASE AND OPTION AGREEMENT is made and dated for
reference on March 4, 2016. 

AMONG EACH OF: 


  
    
      
        CIC RESOURCES INC., an exempted company organized
          and existing under the laws of the Cayman Islands 

        (the “Vendor”); 

      

    

  



AND: 


  
    
      
        URANIUM ENERGY CORP., a company organized
          and existing under the laws of the State of Nevada 

        (the “Purchaser”). 

      

    

  



WHEREAS:

	A. 	
      The Vendor is the legal and beneficial owner of all of
      the issued and outstanding shares of (i) CIC Resources (Paraguay) Inc.
      (“CIC”), and (ii) JDL Resources Inc. (“JRI” and, together
      with CIC, the “Companies”), each of which being an exempted company
      organized and existing under the laws of the Cayman Islands.

	 	 
	B. 	
      CIC is the beneficial owner of all of the issued and
      outstanding shares of Paraguay Resources Inc. (“PRI”), an exempted
      company organized and existing under the laws of the Cayman
  Islands.

	 	 
	C. 	
      PRI is the legal, beneficial and registered owner of
      certain mineral property concessions currently encompassing approximately
      160,930.50 hectares, which are located in the departments of Alto Parana
      and Canindeyú in the Republic of Paraguay, all as more particularly set
      out in Schedule “A” (collectively, the “Property”).

	 	 
	D. 	
      The Vendor has agreed to sell to the Purchaser and the
      Purchaser has agreed to purchase from the Vendor all of the issued and
      outstanding shares of JRI (collectively, the “JRI Securities”),
      upon and subject to the terms and conditions set forth in this Agreement
      (as defined below) (the “Acquisition”).

	 	 
	E. 	
      The Vendor has also agreed to grant to the Purchaser an
      option to acquire all of the issued and outstanding shares of CIC (the
      “CIC Securities”), upon and subject to the terms and conditions set
      forth in this Agreement (the “Option”).



      
     NOW THEREFORE THIS AGREEMENT WITNESSES that
in consideration of the covenants and agreements herein contained and such other
good and valuable consideration (the receipt and sufficiency of which is acknowledged by all of the
Parties (as defined below)), the Parties do covenant and agree each with the
other as follows: 




- 4 - 

1.              
DEFINITIONS 

                 
Whenever used in this Agreement, the following words and terms have the
following meaning: 

“Acquisition” has the meaning
given to it in Recital D; 

“Acquisition Closing”
means the closing of the Acquisition; 

“Acquisition Closing
Date” means the date of this Agreement; 

“Agreement” means this Share
Purchase and Option Agreement, including all Schedules, and all amendments or
restatements, as permitted; 

“B.C. Securities Act” has the
meaning given to it in Section 5.2; 

“Block #2” means, in relation
to the Property, the exploration and prospecting permits encompassing an
aggregate of 70,000 hectares bearing Registry Code 22.3 and Registry File No.
2361/10; 51/12; 

“Block #6” means, in relation
to the Property, the exploration and prospecting permits encompassing an
aggregate of 41,250 hectares bearing Registry Codes 17.1 and 17.2 and Registry
File 999/14; 

“Breach” has the meaning given
to it in Section 13; 

“Breach of a Covenant” has the
meaning given to it in Section 13; 

“Breach of a Representation and
Warranty” has the meaning given to it in Section 13; 

“Business Day” means any day,
other than a Saturday or Sunday, on which commercial banks in Vancouver, British
Columbia, Canada, are open for commercial banking business during normal banking
hours; 

“CIC” has the meaning given to
it in Recital A; 

“CIC Securities” has the
meaning given to it in Recital E;

“CIC Subsidiaries” means,
collectively, PRI, Paraguay Exploration Inc., Paraguay Minerals Inc., PDL
Resources Inc., PEL Minerals Inc., MYNM, Exploradora Del Paraguay S.A.,
Exploraciones Almirante Grau S.A., Riostock Industrias Mineras S.A. and
Proyectos Mineros Parana S.A.; 




- 5 - 

“Closing Time” means, in the
case of either the Acquisition Closing or the Option Closing, 9:00 a.m.
(Vancouver time) on Acquisition Closing Date or the Option Closing Date, as
applicable, or such other time as the Parties may agree; 

“Companies” has the meaning
given to it in Recital A; 

“Consideration Payment” has the
meaning given to it in Section 5.1; 

“Consideration Shares” has the
meaning given to it in Section 5.1; 

“Encumbrances” means pledges,
liens, charges, security interests, leases, title retention agreements,
mortgages, restrictions, developments or similar agreements, easements,
rights-of-way, title defects, options or adverse claims or encumbrances of any
kind or character whatsoever; 

“Environmental Laws” means all
applicable Laws relating to (a) abatement of pollution, (b) protection of the
environment, (c) ensuring public safety from environmental hazards, (d)
management, storage or control of Hazardous Substances, (e) release or
threatened release of Hazardous Substances as wastes into the environment and
including, without limitation, land, ambient air, surface water and ground
water, (f) site reclamation, and (g) manufacturing, processing, distribution,
use, treatment, storage, disposal, handling or transport of Hazardous
Substances; 

“Environmental Liabilities”
means, with respect to the Property or JRI, any and all manner of actions,
causes of action, Losses, duties, requirements, orders, covenants, injunctions,
decisions, judgments, directives, or rights of action of any nature (known or
unknown, fixed or contingent) instituted, required, made, imposed, rendered,
issued or in any way arising out of or under or pursuant to any Environmental
Laws, whether instituted, required, made, imposed, rendered or issued by a
Governmental Authority or by a third party; 

“Estimated Block #2
Fees” has the meaning given to it in Section 14(a); 

“Estimated Block #6
Fees” has the meaning given to it in Section 14(b); 

“Governmental Authority” means
any (a) federal, territorial, state, municipal, local or other government
(whether domestic or foreign), (b) any governmental or quasigovernmental
authority of any nature, including any governmental ministry, agency, branch,
department, commission, board, tribunal, bureau or instrumentality (whether
domestic or foreign), (c) any body exercising or entitled to exercise any
administrative, executive, judicial, legislative, regulatory or taxing authority
or power of any nature, including for greater certainty any court, or (d) any
stock exchange; 

“Hazardous Substance” means any
substance which is deemed to be, alone or in any combination, hazardous,
hazardous waste, toxic, radioactive, a pollutant, a deleterious substance, a
contaminant or a source of pollution or contamination under Environmental Laws,
whether or not such substance is defined as hazardous under such Environmental
Laws; 




- 6 - 

“JRI” has the meaning given to
it in Recital A; 

“JRI Securities” has the meaning
given to it in Recital D; 

“Laws” means any applicable
laws, including international, national, provincial, territorial, state,
municipal and local laws, treaties, statutes, ordinances, judgments, decrees,
injunctions, writs, certificates and orders, by-laws, rules, regulations,
ordinances, or other requirements of any Governmental Authority having the force
of law; 

“Losses” includes claims,
demands, complaints, grievances, actions, applications, suits, causes of action,
orders, charges, indictments, prosecutions, informations or other similar
processes, assessments or reassessments, judgments, debts, liabilities,
expenses, costs, damages or losses, contingent or otherwise, whether liquidated
or unliquidated, matured or unmatured, disputed or undisputed, contractual,
legal or equitable, including loss of value, professional fees, including fees
and disbursements of legal counsel on a full indemnity basis, and all costs
incurred in investigating or pursuing any of the foregoing or any proceeding
relating to any of the foregoing but shall not include any consequential or
indirect damages; 

“Mandatory Option Notice”
has the meaning given to it in Section 6.1(b); 

“MYNM” means Metalicos Y No
Metalicos Paraguay S.R.L.; 

“Notice” has the meaning given
to it in Section 17; 

“NYSE MKT” means the NYSE MKT
stock exchange; 

“Option” has the meaning given
to it in Recital E; 

“Option Cash Payment Amount” has
the meaning given to it in Section 6.2(d);

 “Option Closing”
means the closing of the acquisition of the CIC Securities by the Purchaser
pursuant to the Option; 

“Option Closing Date” has the
meaning given to it in Section 6.2; 

“Option Period” has the meaning
given to it in Section 6.1; 

“Option Price Maintenance
Payments” means all underlying option payments, regulatory fees and other
fees payable to Governmental Authorities, operating costs relating to the
Subsidiaries, payments and assessment work required to keep the mineral
interests comprising the Property, as those interests exist from time to time,
in good standing, in each case as determined by the Vendor in its discretion to
be reasonably necessary to keep the mineral interests comprising the Property in
good standing; 

“Parties” means, together, the
Purchaser and the Vendor and 

“Party” means either one of
them; 




- 7 - 

“Person” means an individual,
sole proprietorship, partnership, firm, entity, unincorporated association,
unincorporated syndicate, unincorporated organization, trust or body corporate;


“Post-Relinquishment Area” has
the meaning given to it in Section 7; 

“PRI” has the meaning given to
it in Recital B; 

“Property” has the meaning given
to it in Recital C; 

“Purchase Price” has the meaning
given to it in Section 5.1; 

“Purchaser” has the meaning
given to it in the preamble; 

“Regulation S” has the meaning
given to it in Section 5.2; 

“Relinquishment” has the meaning
given to it in Section 7; “

Royalty” has the meaning given
to it in Section 6.2(e); 

“Royalty Agreement” has the
meaning given to it in Section 6.2(e); 

“Securities Act” has the meaning
given to it in Section 5.2; 

“Shortfall Amount” has the
meaning given to it in Section 14; 

“Subject Securities” means,
collectively, the JRI Securities and the CIC Securities; 

“Subsidiaries” means,
collectively, the CIC Subsidiaries and Trier; 

“Taxes” means all foreign,
federal, national, provincial, state, city or municipal taxes, levies, duties,
assessments, reassessments and other charges of any nature whatsoever,
including, without limitation, income tax, profits tax, capital gains tax, gross
receipts tax, corporation tax, mining tax, sales and use tax, wage tax, employer
health tax, payroll tax, workers’ compensation levy, capital tax, stamp duty,
real and personal property tax, land transfer tax, customs or excise duty,
excise tax, turnover or value added tax on goods sold or services rendered,
goods and services tax, withholding tax, social security, government pension
plan and employment insurance charges or retirement contributions and any
interest, penalties or other additions to tax; 

“Tax Return” means all reports,
estimates, information statements and returns relating to, or required to be
filed in connection with, any Taxes pursuant to the statutes, rules and
regulations of any federal, state, local or foreign government taxing authority;


“trading day” means, with
respect to the NYSE MKT, any day on which the NYSE MKT is open for trading or
quotation; 

“Trier” means Trier S.A., a
wholly-owned subsidiary of JRI; 




- 8 - 

“Vendor” has the meaning given
to it in the preamble; and 

“Voluntary Option Notice” has
the meaning given to it in Section 6.1(a) . 

2.         
       CERTAIN RULES OF
INTERPRETATION 

                    
In this Agreement: 

	 	(a) 	
      Currency. Unless otherwise specified, all
      references to money amounts are to lawful currency of the United
      States.

	 	 	 
	 	(b) 	
      Governing Law. This Agreement is a contract made
      under and shall be governed by and construed in accordance with the laws
      of the Province of British Columbia and the federal laws of Canada
      applicable in the Province of British Columbia.

	 	 	 
	 	(c) 	
      Headings. Headings of Sections are inserted for
      convenience of reference only and do not affect the construction or
      interpretation of this Agreement.

	 	 	 
	 	(d) 	
      Including. Where the word “including” or
      “includes” is used in this Agreement, it means “including (or includes)
      without limitation”.

	 	 	 
	 	(e) 	
      No Strict Construction. The language used in this
      Agreement is the language chosen by the Parties to express their mutual
      intent, and no rule of strict construction shall be applied against any
      Party.

	 	 	 
	 	(f) 	
      Number and Gender. Unless the context otherwise
      requires, words importing the singular include the plural and vice versa
      and words importing gender include all genders.

	 	 	 
	 	(g) 	
      Severability. If, in any jurisdiction, any
      provision of this Agreement or its application to any Party or
      circumstance is restricted, prohibited or unenforceable, such provision
      shall, as to such jurisdiction, be ineffective only to the extent of such
      restriction, prohibition or unenforceability without invalidating the
      remaining provisions of this Agreement and without affecting the validity
      or enforceability of such provision in any other jurisdiction or without
      affecting its application to other Parties or circumstances.

	 	 	 
	 	(h) 	
      Time. Time is of the essence in the performance of
      the Parties’ respective obligations.

	 	 	 
	 	(i) 	
      Knowledge. Any reference to the knowledge of any
      Party means to the best of the knowledge, information and belief of such
      Party after reviewing all relevant records and making due inquiries
      regarding the relevant matter of all relevant directors, officers and
      employees of such Party.







- 9 - 

3.                     
SCHEDULES 

                          The
Schedules to this Agreement, listed below, are an integral part of this
Agreement: 


	Schedule 	Description 
	  	  
	Schedule A 	Property 
	Schedule B 	Relinquishment 
	Schedule C 	Vendor’s Certificates 
	Schedule D 	Royalty Agreement 



4.                    
PURCHASE AND SALE OF THE JRI SECURITIES 

4.1                  
Subject to the terms and conditions hereof, the Vendor hereby assigns, sells and
transfers all of its right, entitlement and interest in and to all of the JRI
Securities to the Purchaser and the Purchaser hereby purchases all of the JRI
Securities from the Vendor free of all Encumbrances on the terms and subject to
the conditions contained in this Agreement. 

4.2                  
 At the Acquisition Closing: 

	 	(a) 	
      the Vendor shall have delivered to the
  Purchaser:

	 	 	 	 
	 		(i) 	
      a duly executed share transfer form in respect of the JRI
      Securities;

	 	 	 	 
	 		(ii) 	
      a resignation of Adam Douglas Spencer as the director of
      JRI in an agreed form;

	 	 	 	 
	 		(iii) 	
      a certified copy of board resolutions of JRI approving
      the transfer of the JRI Securities to the Purchaser, the resignation of
      Adam Douglas Spencer as the director of JRI in an agreed form, the
      appointment of Pat Obara and Amir Adnani as directors of JRI and the
      removal of James David Lowell as Chief Executive Officer of JRI;
  and

	 	 	 	 
	 		(iv) 	
      a certified copy of the updated register of members of
      JRI evidencing the transfer of the JRI Securities to the
  Purchaser;

	 	 	 	 
	 	(b) 	
      possession of all records, correspondence, documents,
      files, memoranda and other papers relating to JRI and Trier, respectively,
      shall have been delivered to the Purchaser or arrangements shall have been
      made for such delivery to occur promptly following the Acquisition
      Closing; and

	 	 	 	 
	 	(c) 	
      the Purchaser shall deliver to the Vendor (i) the
      Consideration Payment, and (ii) a certificate representing the
      Consideration Shares, as directed by the
Vendor.







- 10 - 

5.                                  SATISFACTION
OF PURCHASE PRICE 

5.1                             
 The aggregate amount payable by the Purchaser to the Vendor for the JRI
Securities shall be US$1,250,000 (the “Purchase Price”). The Purchaser
shall satisfy the Purchase Price at the Acquisition Closing as follows: 

	 	(a) 	
      Consideration Payment: by payment of US$50,000.00
      to the Vendor (the “Consideration Payment”) by wire transfer to an
      account designated by the Vendor; and

	 	 	 
	 	(b) 	
      Consideration Shares: by issuance to the Vendor of
      an aggregate of 1,333,560 fully paid and non-assessable common shares of
      the Purchaser (collectively, the “Consideration Shares”), such
      number of Consideration Shares being a product of US$1,200,000 divided by
      the volume weighted average price of the common shares of the Purchaser on
      the NYSE MKT for the 10 trading days ending on March 1, 2016 (which was
      US$0.8985 per Consideration Share).



5.2                               
 The Vendor hereby acknowledges and agrees that the Purchaser makes no
representations as to any resale or other restriction affecting the
Consideration Shares and that it is presently contemplated that the
Consideration Shares will be issued by the Purchaser to the Vendor in reliance
upon the registration and prospectus exemptions contained in certain sections of
the United States Securities Act of 1933, as amended (the “Securities
Act”) and/or certain rules and regulations promulgated thereunder and, if
applicable, the British Columbia Securities Act (the “B.C. Securities
Act”), which will impose a trading restriction in the United States on the
Consideration Shares for a period of at least six months from the Acquisition
Closing Date. 

5.3                                   The
Vendor hereby acknowledges and understands that neither the sale of the
Consideration Shares which the Vendor is acquiring nor any of the Consideration
Shares themselves have been registered under the Securities Act and, if
applicable, the B.C. Securities Act, or any state securities laws, and,
furthermore, that the Consideration Shares must be held indefinitely unless
subsequently registered under the Securities Act and, if applicable, the B.C.
Securities Act, or an exemption from such registration is available. The Vendor
also acknowledges and understands that the certificates representing the
Consideration Shares will be stamped with the following legends (or
substantially equivalent language) restricting transfer in the following manner
if such restriction is required by the Governmental Authorities: 

“The securities represented by this certificate have not been
registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or the securities laws of any state of the United States. They
may not be sold, offered for sale, pledged or otherwise transferred except
pursuant to an effective registration statement under the U.S. Securities Act
and in accordance with any applicable state securities laws, or pursuant to an
exemption or exclusion from registration under the U.S. Securities Act and any
applicable state securities laws. The securities represented by the certificate
cannot be the subject of hedging transactions unless such transactions are
conducted in compliance with the U.S. Securities Act.”; and 




- 11 - 

Unless permitted under securities legislation, the holder of
this security must not trade the security before [the date which is four
months plus one day from the date of issuance].” and the Vendor hereby
consents to the Purchaser making a notation on its records or giving
instructions to any transfer agent of the Purchaser in order to implement the
restrictions on transfer set forth and described hereinabove. 

	 		
      The Vendor also acknowledges and understands
  that:

	 	 	 
	 	(a) 	
      the Consideration Shares are “restricted securities”, as
      defined in Rule 144(a)(3) promulgated under the Securities Act;

	 	 	 
	 	(b) 	
      the resale safe harbor under Rule 144 will not be
      available in any event for at least six months from the date of issuance
      of the Consideration Shares to the Vendor, and even then will not be
      available unless the terms and conditions of Rule 144 are complied with;
      and

	 	 	 
	 	(c) 	
      any resale of the Consideration Shares may be made by the
      Vendor only in accordance with such terms and
conditions.



5.4      
              The
Purchaser will make available adequate current public information in accordance
with Rule 144(c) under the Securities Act. The Purchaser is not and has never
been a “shell company”, as described in Rule 144(i)(1) under the Securities Act,
however, if for any reason the Purchaser is determined to have previously been a
“shell company”, it has satisfied the requirements of Rule 144(i)(2). The
Purchaser has not taken any action or failed to take any action that would make
the contemplated exemptions from registration under the Securities Act
unavailable for the offer and sale of the Consideration Shares to the Vendor,
and will not take any action or fail to take any action that would make the
resale safe harbor under Rule 144 promulgated under the Securities Act
unavailable for resales of the Consideration Shares. 

6.                      
OPTION TO PURCHASE THE CIC SECURITES 

6.1                    
 If, during the period beginning on the Acquisition Closing Date and ending
on that date that is one year from the Acquisition Closing Date (the “Option
Period”), the Purchaser has paid or caused to be paid to or on the Vendor’s
behalf the Option Price Maintenance Payments as directed by the Vendor from time
to time, then: 

	 	(a) 	
      the Purchaser may, in its sole discretion, by giving
      Notice to the Purchaser (the “Voluntary Option Notice”), exercise
      the Option, or

	 	 	 
	 	(b) 	
      if, prior to the exercise of the Option by the Purchaser
      in Section 6.1(a), the Relinquishment contemplated by Section 7 is
      achieved and the size of the Property is reduced to the
      Post-Relinquishment Area, the Vendor shall give Notice to the Purchaser
      (the “Mandatory Option Notice”) that the Relinquishment has
      occurred and, upon receipt of the Mandatory Option Notice, the Option is
      deemed to have been exercised by the
Purchaser,







- 12 - 

and, in the case of either (a) or (b), the Vendor shall assign,
sell and transfer all of its right, entitlement and interest in and to all of
the CIC Securities to the Purchaser and the Purchaser shall purchase all of the
CIC Securities from the Vendor free of all Encumbrances on the terms and subject
to the conditions contained in this Agreement. 

6.2          
       The Option Closing shall occur within five
Business Days of the receipt of the Voluntary Option Notice or the Mandatory
Option Notice, as the case may be (the “Option Closing Date”). At the
Option Closing: 

	 	(a) 	
      the Vendor shall deliver to the Purchaser:

	 	 	 	 
	 		(i) 	
      a duly executed share transfer form in respect of the CIC
      Securities;

	 	 	 	 
	 		(ii) 	
      a resignation of Adam Douglas Spencer as the director of
      CIC and the CIC Subsidiaries that are incorporated in the Cayman Islands
      in an agreed form;

	 	 	 	 
	 		(iii) 	
      a certified copy of board resolutions of CIC approving
      the transfer of the CIC Securities to the Purchaser, the resignation of
      Adam Douglas Spencer as the director of CIC in an agreed form and the
      appointment of Pat Obara and Amir Adnani as directors of CIC;

	 	 	 	 
	 		(iv) 	
      certified copies of the board resolutions of the CIC
      Subsidiaries that are incorporated in the Cayman Islands approving the
      resignation of Adam Douglas Spencer as the director of the CIC
      Subsidiaries that are incorporated in the Cayman Islands, the appointment
      of Pat Obara and Amir Adnani as directors of each of the CIC Subsidiaries
      that are incorporated in the Cayman Islands and the removal of all
      officers of the CIC Subsidiaries that are incorporated in the Cayman
      Islands;

	 	 	 	 
	 		(v) 	
      a certified copy of the updated register of members of
      CIC evidencing the transfer of the CIC Securities to the
  Purchaser;

	 	 	 	 
	 	(b) 	
      possession of all records, correspondence, documents,
      files, memoranda and other papers relating to CIC and the CIC
      Subsidiaries, respectively, shall be delivered to the Purchaser or
      arrangements shall have been made for such delivery to occur promptly
      following Option Closing;

	 	 	 	 
	 	(c) 	
      the Vendor shall deliver to the Purchaser all scientific
      and technical data and title information in its possession pertaining to
      the Property, including maps, surveys, drill hole cores, cuttings, pulps,
      channel samples, other surface and underground samples, drill hole logs,
      channel sample logs, other surface and underground sampling data, assay
      results, geological, geochemical, geophysical, metallurgical and
      hydrological data, exploration and development plans, reports, records,
      studies and models;







- 13 - 

	 	(d) 	
      subject to adjustment pursuant to Section 14, the
      Purchaser shall pay US$250,000.00 (the “Option Cash Payment”) to
      the Vendor by wire transfer to an account designated by the Vendor;
    and

	 	 	 
	 	(e) 	
      the Purchaser shall grant the Vendor or an assignee of
      the Vendor the royalty (the “Royalty”) contemplated by the form of
      royalty agreement attached hereto as Schedule “D” (the “Royalty
      Agreement”) and the Parties shall deliver an executed copy of the
      Royalty Agreement.



6.3            
       If the Option Closing does not occur on or
before the Option Closing Date as a result of the Purchaser failing to comply
with its covenants in Section 6.2(d) or Section 6.2(e), then the Option shall
terminate and the Vendor shall have no obligation to complete the sale of the
CIC Securities to the Purchaser. 

7.                     
RELINQUISHMENT OF THE PROPERTY 

                         
Immediately upon the commencement of the Option Period, the Vendor shall use its
commercially reasonable efforts to relinquish by no later than the final day of
the Option Period the concessions comprising the Property from 160,930.50
hectares to 70,498 hectares (the “Post-Relinquishment Area”), all as more
particularly set forth in Schedule “B” (the “Relinquishment”). 

8.                     
PLACE OF CLOSING 

                         
Each of the Acquisition Closing and the Option Closing shall take place at the
offices of McMillan LLP, counsel for the Purchaser, located at Suite 1500, 1055
West Georgia Street, Vancouver, British Columbia, Canada or at such other place
as may be agreed upon by the Parties. 

9.                     
REPRESENTATIONS AND WARRANTIES OF THE VENDOR 

                         
The Vendor represents and warrants to the Purchaser, with the intent that the
Purchaser will rely thereon in entering into this Agreement and in concluding
the transactions contemplated herein, that on the date hereof: 

	 	(a) 	
      each of the Companies is an exempted company duly
      incorporated under the laws of the Cayman Islands and is in good
      standing;

	 	 	 
	 	(b) 	
      the Vendor is the legal and beneficial owner of the
      Subject Securities free and clear of all Encumbrances;

	 	 	 
	 	(c) 	
      the Vendor has good and sufficient power, authority and
      right to enter into and deliver this Agreement and to transfer the legal
      and beneficial title and ownership of the JRI Securities and, upon
      exercise of the Option pursuant to Section 6, the CIC Securities to the
      Purchaser free and clear of all Encumbrances. Upon (i) payment of the
      Consideration Payment and issuance of the Consideration Shares, the
      Purchaser will acquire good and valid title to the JRI Securities, free
      and clear of all Encumbrances, and (ii) the exercise of the Option,
      the Purchaser will acquire good and valid title to the CIC Securities,
  free and clear of all Encumbrances;








- 14 - 

	 	(d) 	
      the execution, delivery and performance of this Agreement
      has been duly authorized by all necessary corporate action on the part of
      the Vendor;

	 	 	 	 
	 	(e) 	
      this Agreement constitutes a valid and legally binding
      obligation of the Vendor, enforceable against the Vendor in accordance
      with its terms, subject to applicable bankruptcy, insolvency,
      reorganization and other laws of general application limiting the
      enforcement of creditors’ rights generally and to the fact that specific
      performance is an equitable remedy available only in the discretion of the
      court;

	 	 	 	 
	 	(f) 	
      there is no contract, option or any other right of
      another Person binding upon or which at any time in the future may become
      binding upon the Vendor to sell, transfer, assign, pledge, charge,
      mortgage or in any other way dispose of or encumber any of the Subject
      Securities other than pursuant to the provisions of this
  Agreement;

	 	 	 	 
	 	(g) 	
      there is no outstanding voting trust, proxy or other
      similar agreement with respect to the voting of the Subject
    Securities;

	 	 	 	 
	 	(h) 	
      to the Vendor’s knowledge, neither the entering into nor
      the delivery of this Agreement nor the completion of the transactions
      contemplated by this Agreement will result in the violation of:

	 	 	 	 
	 		(i) 	
      any of the provisions of the organizational documents or
      by-laws of the Vendor;

	 	 	 	 
	 		(ii) 	
      any contract (written or oral) or other instrument to
      which the Vendor is a party or by which the Vendor is bound; or

	 	 	 	 
	 		(iii) 	
      any applicable Laws in respect of which the Vendor must
      comply;

	 	 	 	 
	 	(i) 	
      the Subsidiaries are all of the subsidiaries of the
      Companies and are wholly- owned by the Companies;

	 	 	 	 
	 	(j) 	
      each of the Subsidiaries is duly formed and validly
      existing under the Laws of its jurisdiction of formation, is in good
      standing and has all necessary power, authority and capacity to own its
      assets and to carry on its business as presently conducted; provided,
      however, that certain of the Subsidiaries are in the process of being
      wound up;

	 	 	 	 
	 	(k) 	
      the authorized capital of the JRI consists of 5,000,000
      shares, of which at this date one ordinary share is issued and outstanding
      as fully-paid and non-assessable. No options, warrants or other rights to
      purchase ordinary shares or other securities of JRI and no securities or
      obligations convertible into or exchangeable for
ordinary shares or other securities of JRI have been authorized or
  agreed to be issued or are outstanding;








- 15 - 

	 	(l) 	
      the authorized capital of the CIC consists of 50,000
      shares, of which at this date one ordinary share is issued and outstanding
      as fully-paid and non-assessable. No options, warrants or other rights to
      purchase ordinary shares or other securities of CIC and no securities or
      obligations convertible into or exchangeable for ordinary shares or other
      securities of CIC have been authorized or agreed to be issued or are
      outstanding;

	 	 	 
	 	(m) 	
      PRI is the beneficial owner of all of the issued and
      outstanding shares in the capital of MYNM, free and clear of all
      Encumbrances. No options, warrants or other rights to purchase shares or
      other securities of MYNM and no securities or obligations convertible into
      or exchangeable for shares or other securities of MYNM have been
      authorized or agreed to be issued or are outstanding;

	 	 	 
	 	(n) 	
      JRI is the beneficial owner of all of the issued and
      outstanding shares in the capital of each of Trier, free and clear of all
      Encumbrances. No options, warrants or other rights to purchase shares or
      other securities of Trier and no securities or obligations convertible
      into or exchangeable for shares or other securities of Trier have been
      authorized or agreed to be issued or are outstanding;

	 	 	 
	 	(o) 	
      to the Vendor’s knowledge, the Subsidiaries hold all
      resolutions of exploration permits and environmental licenses, recognized
      in Paraguay, in respect of the ore bodies and minerals located in the
      Property sufficient to permit the applicable Subsidiary to explore
      minerals contained in the Property and all such resolutions of exploration
      permits and environmental licenses have been validly issued in accordance
      with all applicable Laws and are currently in force;

	 	 	 
	 	(p) 	
      to the Vendor’s knowledge, all mining canon payments due
      and payable by the Subsidiaries in respect of the Property have been made
      in accordance with the requirements of applicable Laws;

	 	 	 
	 	(q) 	
      to the Vendor’s knowledge, all investment plan
      requirements applicable to the Property have been met by the Subsidiaries
      in accordance with applicable Laws;

	 	 	 
	 	(r) 	
      to the Vendor’s knowledge, there are no rents or
      royalties payable or required to be paid to any individual, sole
      proprietorship, partnership, firm, entity, unincorporated association,
      unincorporated syndicate, unincorporated organization, trust, body
      corporate or Government Authority with respect to the Property;

	 	 	 
	 	(s) 	
      to the Vendor’s knowledge, all mineral exploration,
      development and production activities currently being conducted by the
      Subsidiaries are being conducted pursuant to all applicable Environmental
      Laws and in accordance with acceptable environmental
  practices;








- 16 - 

	 	(t) 	
      to the Vendor’s knowledge, the conditions existing on or
      in respect of the Property and the air, soil, surface waters, ground
      waters or other natural resources on, about or in the general vicinity of
      the Property are not:

	 	 	 	 
	 		(i) 	
      in violation of any Laws, including Environmental Laws;
      or

	 	 	 	 
	 		(ii) 	
      causing or permitting any damage or impairment to the
      health, safety, comfort or enjoyment of any Person at the Property or in
      the general vicinity of the Property;

	 	 	 	 
	 	(u) 	
      the Vendor has not received any written order, notice or
      other communication from any Governmental Authority in respect of the
      Property of any actual or threatened non-compliance with any Environmental
      Laws which would give rise to a liability relating to the
  Property;

	 	 	 	 
	 	(v) 	
      to the Vendor’s knowledge, there are no pending or
      threatened claims relating to the Property arising under any Environmental
      Laws;

	 	 	 	 
	 	(w) 	
      to the Vendor’s knowledge, no claims are pending,
      contemplated or threatened, to which the Companies or the Subsidiaries is
      a party or to which the Property is subject, that would result
      individually or in the aggregate in any material adverse change in the
      operations, business or condition (financial or otherwise) of the
      Companies or the Subsidiaries;

	 	 	 	 
	 	(x) 	
      to the Vendor’s knowledge, the Companies and the
      Subsidiaries have conducted and are conducting their business in material
      compliance with all applicable Laws, by-laws, rules and regulations of
      each jurisdiction in which their businesses are carried on and, except for
      certain permits for which an application to renew has been submitted and
      are pending renewal, hold all material licences, registrations, permits,
      consents or qualifications (whether governmental, regulatory or otherwise)
      required in order to enable their businesses to be carried on, as now
      conducted or as proposed to be conducted, and all such licences, permits,
      consents and qualifications are valid and subsisting and in good standing
      and neither the Companies nor any of the Subsidiaries has received any
      notice of proceedings relating to the revocation or modification of any
      such license, registration, permit, consent or qualification which, if the
      subject of any unfavourable decision, ruling or finding would materially
      adversely affect the conduct of the business, operations, condition
      (financial or otherwise) or income of the Companies or the
      Subsidiaries;

	 	 	 	 
	 	(y) 	
      to the Vendor’s knowledge, there are no material
      judgments against the Companies or any of the Subsidiaries which are
      unsatisfied, nor are there any material consent decrees or injunctions to
      which the Companies or any of the Subsidiaries is subject;

	 	 	 	 
	 	(z) 	
      to the Vendor’s knowledge, each of the Companies and the
      Subsidiaries has timely filed with the appropriate Governmental
      Authorities all Tax Returns required to be filed by such entity for
      taxable periods ending on or before the Acquisition Closing Date and such Tax Returns are true,
      correct and complete in all material respects and all Taxes that were due
      and payable on or prior to the Acquisition Closing Date have, or will
  have, been duly paid in accordance with applicable Laws;








- 17 - 

	 	(aa) 	
      no federal, state, local or foreign audits or other legal
      proceedings are presently pending with regard to any Taxes or Tax Returns
      of the Companies or any of the Subsidiaries and no Subsidiary has received
      a written notice of any pending Tax audits or Tax-related legal
      proceedings;

	 	 	 
	 	(bb) 	
      no taxing authority (whether domestic or foreign) has
      asserted or, to the knowledge of the Vendor, is threatening to assert, any
      deficiency or claim for Taxes against the Companies or any of the
      Subsidiaries;

	 	 	 
	 	(cc) 	
      there are no liens for Taxes upon the Property or any of
      the assets of the Companies or any of the Subsidiaries; and

	 	 	 
	 	(dd) 	
      the Purchaser will not have any liability for any
      brokerage fees, commissions or finders’ fees in connection with any of the
      transactions contemplated by this Agreement as a result of the employment
      by the Vendor of any broker or finder.





	10.	REPRESENTATIONS, WARRANTIES AND
      COVENANTS OF THE VENDOR
      RESPECTING THE CONSIDERATION SHARES 


                       
The Vendor hereby also represents to, warrants to and covenants with the
Purchaser, with the intent that the Purchaser will also rely thereon in entering
into this Agreement and in concluding the transactions contemplated herein,
that: 

	 	(a) 	
      the Vendor acknowledges that the Consideration Shares
      will be issued under certain exemptions from the registration and
      prospectus filing requirements otherwise applicable under the Securities
      Act and, if applicable, the B.C. Securities Act, and all applicable
      securities laws, and that, as a result, the Vendor may be restricted from
      using certain of the remedies that would otherwise be available to the
      Vendor, the Vendor will not receive information that would otherwise be
      required to be provided to the Vendor if the Consideration Shares were
      registered under the Securities Act and, if applicable, the B.C.
      Securities Act, and the Purchaser is relieved from certain obligations
      that would otherwise apply to the Purchaser, in either case, under
      applicable securities legislation;

	 	 	 
	 	(b) 	
      the Vendor has not received, nor has the Vendor
      requested, nor does the Vendor require that it receive, any offering
      memorandum or a similar document describing the business and affairs of
      the Purchaser in order to assist the Vendor in entering into this
      Agreement and in consummating the transactions contemplated
  herein;

	 	 	 
	 	(c) 	
      the Vendor hereby certifies
that:







- 18 - 

	 	(i) 	
      it is not a U.S. Person (as defined in Rule 902 of
      Regulation S under the Securities Act, which definition includes, but is
      not limited to, any corporation or partnership incorporated or organized
      under the laws of the United States);

	 	 	 
	 	(ii) 	
      it is not acquiring any of the Consideration Shares for
      the account or benefit of any U.S. Person or a person in the United States
      or for offering, resale or delivery for the account or benefit of any U.S.
      Person or for the account of any person in any jurisdiction other than the
      jurisdiction as set out for its name and address as set forth in this
      Agreement;

	 	 	 
	 	(iii) 	
      it was not offered any Consideration Shares in the United
      States and was outside the United States at the time of execution and
      delivery of this Agreement;

	 	 	 
	 	(iv) 	
      it understands that the Consideration Shares have not
      been registered under the Securities Act and, if applicable, the B.C.
      Securities Act, and any applicable securities laws and may not be offered
      or sold in the United States or to a U.S. Person unless an exemption from
      such registration requirements is available;

	 	 	 
	 	(v) 	
      it agrees to resell the Consideration Shares only in
      accordance with the provisions of Regulation S under the Securities Act,
      pursuant to a registration under the Securities Act, or pursuant to an
      available exemption from such registration, and that hedging transactions
      involving the Consideration Shares may not be conducted unless in
      compliance with the Securities Act;

	 	 	 
	 	(vi) 	
      it will not engage in any directed selling efforts (as
      defined by Regulation S under the Securities Act) in the United States in
      respect of the Consideration Shares, which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of conditioning the market in the United States for the
      resale of the Consideration Shares; and

	 	 	 
	 	(vii) 	
      it understands that any certificate representing the
      Consideration Shares will bear a legend setting forth the foregoing
      restrictions set out in section 5.3 above, and




	 		
      the Vendor will complete and provide the Purchaser with
      an executed copy of the attached form of “Regulation S
      Certificate”, which is attached as Schedule “C”, contemporaneously
      with the Vendor’s execution of this Agreement at or before the Acquisition
      Closing; and

	 	 	 
	 	(d) 	
      the Vendor and the Company are not aware of any fact or
      circumstance which has not been disclosed to the Purchaser which should be
      disclosed in order to prevent the representations and warranties contained
      in this section from being misleading or which would likely affect the
decision of the Purchaser to enter into this Agreement. 







- 19 - 

11.                
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 

                    
The Purchaser represents and warrants to the Vendor, with the intent that the
Vendor will rely thereon in entering into this Agreement and in concluding the
transactions contemplated herein, that: 

	 	(a) 	
      the Purchaser has good and sufficient power, authority
      and right to enter into and deliver this Agreement and to complete the
      transactions contemplated by this Agreement;

	 	 	 	 
	 	(b) 	
      this Agreement constitutes a valid and legally binding
      obligation of the Purchaser, enforceable against the Purchaser in
      accordance with its terms subject to applicable bankruptcy, insolvency,
      reorganization and other Laws of general application limiting the
      enforcement of creditors’ rights generally and to the fact that specific
      performance is an equitable remedy available only in the discretion of the
      court;

	 	 	 	 
	 	(c) 	
      to the Purchaser’s knowledge, neither the entering into
      nor the delivery of this Agreement nor the completion of the transactions
      contemplated by this Agreement by the Purchaser will result in a violation
      of:

	 	 	 	 
	 		(i) 	
      any contract (written or oral) or other instrument to
      which the Purchaser is a party or by which the Purchaser is bound;
    or

	 	 	 	 
	 		(ii) 	
      any applicable Law in respect of which the Purchaser must
      comply;

	 	 	 	 
	 	(d) 	
      the authorized capital of the Purchaser consists of
      750,000,000 common shares, of which at this date 101,877,239 common shares
      are issued and are outstanding as fully paid and non-assessable.

	 	 	 	 
	 	(e) 	
      all of the issued and outstanding common shares in the
      capital of the Purchaser are listed and posted for trading on the NYSE
      MKT. To the knowledge of the Purchaser, no securities commission, stock
      exchange or comparable authority has issued any order requiring trading in
      any of the Purchaser’s securities to cease nor instituted proceedings for
      that purpose and, to the knowledge of the Purchaser, no such proceedings
      are pending or contemplated;

	 	 	 	 
	 	(f) 	
      all of the Consideration Shares issued to the Vendor have
      been issued by the Purchaser as duly authorized and issued as fully paid
      and non-assessable common shares in the capital of the Purchaser free and
      clear of all Encumbrances;

	 	 	 	 
	 	(g) 	
      the Purchaser is a “reporting issuer” in British
      Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova
      Scotia, Prince Edward Island, and Newfoundland, files reports with the
      U.S. Securities and Exchange Commission under the United States Securities Exchange Act of 1934,
      as amended, is not in default in any material respect under any applicable
      securities Laws applicable in such jurisdictions and is in compliance, in
      all material respects, with the by-laws, rules, policies and regulations
      of the NYSE MKT. In particular, without limiting the foregoing, the
      Purchaser is in compliance with its obligations to make timely disclosure
      of all material changes relating to it (other than in respect of material
      change reports filed on a confidential basis and thereafter made public
      and material change reports filed on a confidential basis and in respect
      of which the material change never came to fruition), no such disclosure
      has been made on a confidential basis and there is no material change
      relating to the Purchaser which has occurred and with respect to which the
  requisite material change report has not been filed;








- 20 - 

	 	(h) 	
      the Purchaser has obtained all consents, approvals,
      permits, authorizations or filings as may be required under applicable
      securities Laws and the by-laws, rules and regulations of the NYSE MKT
      necessary to the performance by the Purchaser of its obligations under
      this Agreement; on the Acquisition Closing, the Consideration Shares shall
      be listed and posted for trading on the NYSE MKT, subject to the
      satisfaction of customary NYSE MKT conditions;

	 	 	 
	 	(i) 	
      the Purchaser is not an “investment company” as such term
      is defined in the United States Investment Company Act of 1940, as
      amended;

	 	 	 
	 	(j) 	
      The Purchaser will make available adequate current public
      information in accordance with Rule 144(c) under the Securities Act. The
      Purchaser is not and has never been a “shell company”, as described in
      Rule 144(i)(1) under the Securities Act, however, if for any reason the
      Purchaser is determined to have previously been a “shell company”, it has
      satisfied the requirements of Rule 144(i)(2). The Purchaser has not taken
      any action or failed to take any action that would make the contemplated
      exemptions from registration under the Securities Act unavailable for the
      offer and sale of the Consideration Shares to the Vendor, and will not
      take any action or fail to take any action that would make the resale safe
      harbor under Rule 144 promulgated under the Securities Act unavailable for
      the Consideration Shares; and

	 	 	 
	 	(k) 	
      the Purchaser has not provided the Vendor with any
      confidential or material non- public information concerning the
      Consideration Shares.



12.                 
NON-WAIVER; SURVIVAL 

	 	(a) 	
      No investigations made by or on behalf of the Purchaser
      at any time shall have the effect of waiving, diminishing the scope or
      otherwise affecting any representation or warranty made by the Vendor in
      or pursuant to this Agreement.

	 	 	 
	 	(b) 	
      No waiver of any condition or other provisions, in whole
      or in part, shall constitute a waiver of any other condition or provision
      (whether or not similar) nor shall such waiver constitute a continuing waiver
  unless otherwise expressly provided.








- 21 - 

	 	(c) 	
      All representations, warranties and covenants contained
      in this Agreement on the part of each of the Parties shall survive the
      Closing, the execution and delivery under this Agreement and the Royalty
      Agreement and the exercise of the Option, as applicable, until December
      24, 2017.



13.                  
INDEMNIFICATION 

	 	(a) 	
      Vendor Indemnification - The Vendor shall
      indemnify and save harmless the Purchaser from and against all Losses
      suffered or incurred, directly or indirectly, as a result of or in
      connection with or relating to (i) any misrepresentation or any
      incorrectness in or breach of any representation or warranty of the Vendor
      contained in this Agreement or in any certificate or other document
      delivered by the Vendor pursuant to this Agreement (a “Breach of a
      Representation and Warranty”), and (ii) any breach or non-performance
      by the Vendor of any covenant to be performed by the Vendor which is
      contained in this Agreement or in any certificate or other document
      delivered pursuant to this Agreement (a “Breach of a Covenant”),
      subject to the provisions of Section 13(c).

	 	 	 	 
	 	(b) 	
      Purchaser Indemnification - The Purchaser shall
      indemnify and save harmless the Vendor from and against all Losses
      suffered or incurred, directly or indirectly, as a result of or in
      connection with or relating to (i) any misrepresentation or any
      incorrectness in or breach of any representation or warranty of the
      Purchaser contained in this Agreement or in any certificate or other
      document delivered by the Purchaser pursuant to this Agreement (a
      “Breach of a Representation and Warranty”), (ii) any breach or
      non-performance by the Purchaser of any covenant to be performed by the
      Purchaser which is contained in this Agreement or in any certificate or
      other document delivered pursuant to this Agreement (a “Breach of a
      Covenant”), subject to the provisions of Section 13(c), and (iii) any
      Environmental Liabilities arising from and after the Acquisition Closing
      Date as a result of or in connection with any act or omission of the
      Purchaser, its officers, directors, employees, contractors, agents,
      subsidiaries or affiliates.

	 	 	 	 
	 	(c) 	
      Limitations of Indemnification - The provisions
      for indemnification set out in Sections 13(a) and 13(b) are subject to the
      following limitations:

	 	 	 	 
	 		(i) 	
      no Party shall be liable for Losses for a Breach of a
      Representation and Warranty or for a Breach of a Covenant (collectively, a
      “Breach”), nor shall any party have any obligation to indemnify
      hereunder in respect of any such Breach, in respect of any claim if notice
      thereof was not made in writing to the Party having made the
      representation, warranty, covenant or agreement within the survival period
      specified in Section 12(c);

	 	 	 	 
	 		(ii) 	
      neither the Vendor nor the Purchaser shall be liable for
      Losses for any Breach or have any obligation to indemnify hereunder in
      respect of any such Breach, unless the Losses exceed US$5,000 in respect
      of any particular occurrence or exceed US$20,000 in respect of multiple
  occurrences; and








- 22 - 

	 	(iii) 	
      the Vendor shall not be liable for Losses for any Breach
      or have any obligation to indemnify hereunder in respect of any such
      Breach, nor shall the Vendor be liable to the Purchaser under any other
      legal claim or theory based upon or connected herewith, for any amount or
      amounts that exceed in aggregate the sum of
US$1,200,000.



14.                   REIMBURSEMENT
OF RENEWAL FEES 

Each Party acknowledges that renewal applications have been
submitted in accordance with applicable Laws in respect of Block #2 and Block #6
to renew the associated permits and to reduce the size of the property
associated with each such block as follows: 

	 	(a) 	
      in the case of Block #2, from 70,000 hectares to 25,767
      hectares, resulting in reduced estimated total mining fees, insurance and
      minimum investment spending in respect of Block #2 of US$86,319 (the
      “Estimated Block #2 Fees”), and

	 	 	 
	 	(b) 	
      in the case of Block #6, from 41,250 hectares to 9,895
      hectares, resulting in reduced estimated total mining fees, insurance and
      minimum investment spending in respect of Block #6 of US$33,148 (the
      “Estimated Block #6 Fees”).



The Vendor agrees that, if the (i) total mining fees, insurance
and minimum investment spending in respect of Block #2 exceeds the Estimated
Block #2 Fees, or (ii) total mining fees, insurance and minimum investment
spending in respect of Block #6 exceeds the Estimated Block #6 Fees, then any
amounts exceeding the Estimated Block #2 Fees and the Estimated Block #6 Fees
shall become due and payable by the Vendor to the Purchaser (such aggregate
excess amount, the “Shortfall Amount”). If the Shortfall Amount becomes
due and payable (a) prior to the Option Closing, then such Shortfall Amount
shall be deducted from the Option Cash Payment Amount payable by the Purchaser
pursuant to Section 6.2(d), or (b) after the Option Closing, then such Shortfall
Amount shall be paid by certified cheque or wire transfer to an account
designated by the Purchaser. The Parties agree that the payment of the Shortfall
Amount by the Vendor shall only apply in respect of the current renewal period
and that the Vendor shall not be required to pay any subsequent mining fees,
insurance or minimum investment spending amounts assessed by any Governmental
Authority in respect of Block #2 or Block #6. 

15.                   
SUBMISSION TO JURISDICTION 

Each Party submits to the exclusive jurisdiction of any British
Columbia courts sitting in Vancouver in any action, application, reference or
other proceeding arising out of or relating to this Agreement and consents to
any such action, application, reference or other proceeding being heard and
determined in such British Columbia courts. Each of the Parties irrevocably
waives, to the fullest extent it may effectively do so, the defence of an
inconvenient forum to the maintenance of such action, application or proceeding.





- 23 - 

16.                     
FURTHER ASSURANCES 

Each of the Vendor and the Purchaser will promptly do, make,
execute or deliver, or cause to be done, made, executed or delivered, all such
further documents and instruments and do all acts and things as may be
reasonably required to effectively carry out or better evidence or perfect the
full intent and meaning of this Agreement and the Royalty Agreement. If required
by applicable securities Laws, each of the Vendor and the Purchaser will
execute, deliver and file or assist the other Party in filing such reports,
undertakings and other documents with respect to the sale of the Subject
Securities, the issuance of the Consideration Shares or the exercise of the
Option as may be reasonably required by any securities commission, stock
exchange or other regulatory authority. 

17.                     
NOTICE 

17.1             
      Any notice, consent or approval required or
permitted to be given in connection with this Agreement (“Notice”) shall
be in writing and shall be sufficiently given if delivered (whether in person,
by courier service or other personal method of delivery), or if transmitted by
facsimile or email: 

	 	(a) 	
      if to the Vendor:

	 	 	 
	 		
      c/o Sandstorm Gold Ltd. 
Suite 1400, 400 Burrard
      Street

			
      Vancouver, British Columbia, Canada V6C 3A6

	 	 	 
	 		
      Attention:       Nolan
      Watson 
Facsimile:       
      604-689-7317

			
      Email:              
      nwatson@sandstormltd.com;

	 	 	 
	 		
      with a copy (that will not constitute notice)
  to:

	 	 	 
	 		
      Borden Ladner Gervais LLP 
Scotia Plaza, 40 King
      Street West 
Toronto, Ontario, Canada M5H 3Y4

	 	 	 
	 		
      Attention:       Andrew
      Powers 
Facsimile:        (416)
      361-2452
      
Email:              
      apowers@blg.com; and

	 	 	 
	 	(b) 	
      if to the Purchaser:

	 	 	 
			
      Uranium Energy Corp.

	 		
      Suite 1830, 1030 West Georgia Street 
Vancouver,
      British Columbia, Canada V6E 2Y3

	 	 	 
	 		
      Attention:       Amir
      Adnani, President and Chief Executive Officer
      
Facsimile:        (604) 682-3591
      
Email:              
      aadnani@uraniumenergy.com;







- 24 - 

with a copy (that will not constitute
notice) to: 

McMillan LLP 
Royal Centre, 1055
West Georgia Street, Suite 1500 
Vancouver, British Columbia, Canada V6E 4N7



Attention:       Thomas Deutsch

Facsimile:        (604) 893-7623

Email:              
thomas.deutsch@mcmillan.ca. 

17.2                       
Any Notice delivered or transmitted to a Party as provided above shall be deemed
to have been given and received on the day it is delivered or transmitted,
provided that it is delivered or transmitted on a Business Day prior to 5:00
p.m. local time in the place of delivery or receipt. However, if the Notice is
delivered or transmitted after 5:00 p.m. local time or if such day is not a
Business Day, then the Notice shall be deemed to have been given and received on
the next Business Day. 

18.                         
ENTIRE AGREEMENT 

                              
This Agreement sets forth the entire agreement and understanding between the
Parties with respect to the subject matter of this Agreement and supersedes any
and all prior discussions, negotiations, letters of intent or agreements in
principle between the Parties. 

19.                         
BINDING EFFECT; NO THIRD PARTY BENEFICIARIES 

                              
This Agreement shall be binding upon and shall inure to the exclusive benefit of
the Parties and their respective heirs, executors, administrators, legal
representatives, successors and permitted assigns and nothing in this Agreement,
express or implied, is intended to, nor shall it, confer in any other Person any
legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement. 

20.                         
AMENDMENT 

                              
No amendment to this Agreement may be made unless agreed to by the Parties in
writing.

21.                        
 ASSIGNABILITY 

                       
       No Party shall sell, pledge, assign or
otherwise transfer its rights under this Agreement without the prior written
consent of the other Parties and any attempt to do so shall be void. 

22.                          COUNTERPARTS
AND DELIVERY 

                     
         This Agreement may be executed
in counterparts, each of which will be deemed to be an original and both of
which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page to this
Agreement by a Party by facsimile or by PDF via electronic transmission will be
as effective as delivery of a manually executed copy of the Agreement by such
Party. 




- 25 - 

23.                     
EXPENSES 

                           
All costs and expenses incurred in connection with this Agreement and each other
agreement, document and instrument contemplated by this Agreement and the
transactions contemplated by this Agreement and each other agreement, document
or instrument contemplated by this Agreement shall be paid by the Party
incurring such costs and expenses, whether or not the Acquisition Closing or the
Option Closing shall have occurred. 

24.                     
CONFIDENTIALITY 

                           
The Vendor will not publicly disclose the name of the Purchaser except with the
prior written consent of the Purchaser, which consent will not be unreasonably
withheld. 

[Remainder of this page left intentionally blank.
Signature page follows.]




- 26 - 

IN WITNESS WHEREOF the Parties have executed this
Agreement as of the date first written above. 

CIC RESOURCES INC.

 

	Per:            
      /s/ Adam Spencer
	               
         Authorized Signatory 


 

URANIUM ENERGY CORP. 

 

	Per:            /s/ Amir Adnani      
	               
         Authorized Signatory 






SCHEDULE A 

                                         This
is Schedule “A” to that certain Share Purchase and Option Agreement as entered
into among each of the Vendor (CIC Resources Inc.) and the Purchaser (Uranium
Energy Corp.) 

Property 

Refer to the Property map attached hereto. 

__________ 




  
 








































SCHEDULE B 

                                         This
is Schedule “B” to that certain Share Purchase and Option Agreement as entered
into among each of the Vendor (CIC Resources Inc.) and the Purchaser (Uranium
Energy Corp.) 

Relinquishment 

Refer to the listing of Property interests attached hereto.

__________









SCHEDULE C 

                                         This
is Schedule “C” to that certain Share Purchase and Option Agreement as entered
into among each of the Vendor (CIC Resources Inc.) and the Purchaser (Uranium
Energy Corp.) 

Vendor’s Certificates 

Refer to the forms of Vendor’s Certificates attached hereto.





REGULATION S CERTIFICATE 
FOR
NON-U.S. PERSON 


To:            
URANIUM ENERGY CORP. 

Capitalized terms used but not otherwise defined in this
Certificate shall have the meanings given to such terms in that certain Share
Purchase and Option Agreement dated March 4, 2016 (the “Agreement”)
between the undersigned, and Uranium Energy Corp. (the “Company”). In
connection with the issuance of the Consideration Shares to the undersigned, the
undersigned hereby agrees, acknowledges, represents and warrants that: 

                
1.            
the undersigned is not a “U.S. Person” as such term is defined by Rule 902 of
Regulation S promulgated under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) (the definition of which includes,
but is not limited to, an individual resident in the U.S. and an estate or trust
of which any executor or administrator or trust, respectively is a U.S. Person
and any partnership or corporation organized or incorporated under the laws of
the U.S.); 

                
2.            
none of the Consideration Shares have been or will be registered under
the U.S. Securities Act, or under any state securities or “blue sky” laws of any
state of the United States, are “restricted securities” under the U.S.
Securities Act, and may not be offered or sold in the United States or, directly
or indirectly, to U.S. Persons, as that term is defined in Regulation S, except
in accordance with the provisions of Regulation S or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and in compliance with any and all other applicable
securities laws; 

                 3.            
The undersigned acknowledges and agrees that all certificates
representing the Consideration Shares will be endorsed with the following legend
in accordance with the U.S. Securities Act or such similar legend as deemed
advisable by the Company and its legal counsel to ensure compliance with the
U.S. Securities Act: 


  ‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
    BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
  “U.S. SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
    SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
    EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE
    WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR
    EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE
    STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE
    THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN
    COMPLIANCE WITH THE U.S. SECURITIES ACT.” 



                 4.            
The undersigned is not acquiring the Consideration Shares as a result
of any form of general solicitation or general advertising, including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media or broadcast over radio, television or
other form of telecommunications, or any seminar or meeting whose attendees have
been invited by general solicitation or general advertising; 

                
5.            
offers and sales of any of the Consideration Shares prior to the expiration of a
period of six months after the date of original issuance of the Share (the six
month period hereinafter referred to as the “Distribution Compliance
Period”) shall only be made in compliance with the safe harbor provisions
set forth in Regulation S, pursuant to the registration provisions of the U.S.
Securities Act or an exemption therefrom, and that all offers and sales after
the Distribution Compliance Period shall be made only in compliance with the
registration provisions of the U.S. Securities Act or an exemption therefrom and
in each case only in accordance with applicable state and foreign securities
laws; 




- 31 - 

                 6.            
the undersigned will not engage in any hedging transactions involving any of the
Consideration Shares unless such transactions are in compliance with the
provisions of the U.S. Securities Act and in each case only in accordance with
any and all applicable securities laws; 

                
7.            
the undersigned is acquiring the Consideration Shares for investment
purposes only and not with a view to resale or distribution and, in particular,
it has no intention to distribute either directly or indirectly any of the
Consideration Shares in the United States or to U.S. Persons; 

                
8.            
the undersigned has not acquired the Consideration Shares as a result
of, and will not itself engage in, any directed selling efforts (as defined in
Regulation S) in the United States in respect of the Consideration Shares which
would include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for the resale of any of the Consideration Shares; provided,
however, that the undersigned may sell or otherwise dispose of the Consideration
Shares pursuant to registration thereof under the U.S. Securities Act and any
and all applicable securities laws or under an exemption from such registration
requirements; 

                
9.            
the statutory and regulatory basis for the exemption claimed for the
sale of the Consideration Shares, although in technical compliance with
Regulation S, would not be available if the offering is part of a plan or scheme
to evade the registration provisions of the U.S. Securities Act or any
applicable securities laws; 

                
10.          
except as set out in the Agreement, the Company has not undertaken, and will
have no obligation, to register any of the Consideration Shares under the U.S.
Securities Act; 

                
11.          
the Company is entitled to rely on the acknowledgements, agreements,
representations and warranties of the undersigned contained in the Agreement and
this Certificate, and the undersigned will hold harmless the Company from any
loss or damage either one may suffer as a result of any such acknowledgements,
agreements, representations and/or warranties made by the undersigned not being
true and correct; 

                
12.          
the undersigned has been advised to consult its own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the
Consideration Shares and, with respect to applicable resale restrictions, is
solely responsible (and the Company is not in any way responsible) for
compliance with applicable resale restrictions; 

                
13.           the
undersigned and the undersigned’s advisor(s) have had a reasonable opportunity
to ask questions of and receive answers from the Comapny in connection with the
acquisition of the Consideration Shares under the Agreement, and to obtain
additional information, to the extent possessed or obtainable by the Company
without unreasonable effort or expense; 

                
14.          
If the undersigned decides to offer, sell or otherwise transfer any of the
Consideration Shares, it will not offer, sell or otherwise transfer any of such
Consideration Shares directly or indirectly, unless: 

	 	(i) 	
      the sale is to the Company;

	 	 	 
	 	(ii) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Regulation S under the U.S.
      Securities Act and in compliance with applicable local laws and
      regulations;

	 	 	 
	 	(iii) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the U.S. Securities Act provided by Rule
      144 thereunder and in accordance with any applicable state securities or
      “blue sky” laws; or







- 32 - 

	 	(iv) 	
      the Consideration Shares are sold in a transaction that
      does not require registration under the U.S. Securities Act or any
      applicable state laws and regulations governing the offer and sale of
      securities,



                 and,
in the cased of (iii) and (iv), it has prior to such sale furnished to the
Company an opinion of counsel reasonably satisfactory to the Company. 

           
15.            the
undersigned: 

	 	(a) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the undersigned is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Consideration Shares;

	 	 	 	 
	 	(b) 	
      is acquiring the Consideration Shares pursuant to
      exemptions from prospectus or equivalent requirements under the applicable
      securities laws or, if such is not applicable, the undersigned is
      permitted to acquire the Consideration Shares under the applicable
      securities laws of the securities regulators in the International
      Jurisdiction without the need to rely on any exemptions;

	 	 	 	 
	 	(c) 	
      acknowledges, represents and warrants that the applicable
      securities laws of the authorities in the International Jurisdiction do
      not require the Company to make any filings or seek any approvals of any
      kind whatsoever from any securities regulator of any kind whatsoever in
      the International Jurisdiction in connection with the issue and sale or
      resale of the Consideration Shares; and

	 	 	 	 
	 	(d) 	
      acknowledges, represents and warrants that the
      acquisition of the Consideration Shares by the undersigned does not
      trigger:

	 	 	 	 
	 		(i) 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, other than the filing of a report of exempt
      distribution with the relevant securities commission if the undersigned is
      a resident in a province or territory in Canada; or

	 	 	 	 
	 		(ii) 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction; and



the undersigned will, if requested by
the Company, deliver to the Company a certificate or opinion of local counsel
from the International Jurisdiction which will confirm the matters referred to
in Sections 15(c) and 15(d) above to the satisfaction of the Company, acting
reasonably; 

           
16.            
the undersigned (i) is able to fend for itself in connection with the
acquisition of the Consideration Shares; (ii) has such knowledge and experience
in business matters as to be capable of evaluating the merits and risks of its
prospective investment in the Consideration Shares; and (iii) has the ability to
bear the economic risks of its prospective investment and can afford the
complete loss of such investment; 

           
17.            
except as set out in the Agreement, no person has made to the
undersigned any written or oral representations: 

	 	(a) 	
      that any person will resell or repurchase any of the
      Consideration Shares;

	 	 	 
	 	(b) 	
      that any person will refund the purchase price of any of
      the Consideration Shares;







- 33 - 

	 	(c) 	
      as to the future price or value of any of the
      Consideration Shares; or

	 	 	 
	 	(d) 	
      that any of the Consideration Shares will be listed and
      posted for trading on any stock exchange or automated dealer quotation
      system or that application has been made to list and post any of the
      Consideration Shares on any stock exchange or automated dealer quotation
      system, except that currently the Company’s shares of common stock are
      listed on the NYSE MKT;



           
18.           the
undersigned is outside the United States when receiving and executing this
Agreement and no other person has a direct or indirect beneficial interest in
the Consideration Shares; 19. neither the United States Securities and Exchange
Commission nor any other securities commission or similar regulatory authority
has reviewed or passed on the merits of the Consideration Shares; 20. the
Consideration Shares are not being acquired, directly or indirectly, for the
account or benefit of a U.S. Person or a person in the United States; and 

[signature page follows] 




- 34 - 

                 21.           the
undersigned acknowledges and agrees that the Company shall refuse to register
any transfer of Shares not made in accordance with the provisions of Regulation
S, pursuant to registration under the U.S. Securities Act, or pursuant to an
available exemption from registration under the Securities Act. 

IN WITNESS WHEREOF, I have executed this Regulation S
Certificate For Non-U.S. Person. 

Dated:_______________________, 2016. 

	 	X 
	 	Authorized signatory 
	 	  
	 	  
	 	  
	 	  
	 	CIC
      RESOURCES INC. 
	 	Name of Vendor (please print) 
	 	  
	 	  
	 	  
	 	  
	 	Name of authorized signatory (please
      print) 
	 	  
	 	  
	 	  
	 	  
	 	Official capacity of authorized signatory
      (please print) 


For the purposes hereof: 

                             
A “U.S. person” is defined by Regulation S of the U.S. Securities Act to
be any person who is: 

	 	(a) 	
      any natural person resident in the United
  States;

	 	 	 
	 	(b) 	
      any partnership or corporation organized or incorporated
      under the laws of the United States;

	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
  person;







- 35 - 

	 	(e) 	
      any agency or branch of a foreign entity located in the
      United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary for the
      benefit or account of a U.S. person;

	 	 	 	 
	 	(g) 	
      any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporated, or (if an individual) resident in the United States;
    and

	 	 	 	 
	 	(h) 	
      any partnership or corporation if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any foreign
      jurisdiction; and

	 	 	 	 
	 		(ii) 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Act, unless it is
      organized or incorporated, and owned, by accredited investors [as defined
      in Section 230.1(a) of the U.S. Securities Act] who are not natural
      persons, estates or trusts.







SCHEDULE D 

                            
This is Schedule “D” to that certain Share Purchase and Option
Agreement as entered into among each of the Vendor (CIC Resources Inc.) and the
Purchaser (Uranium Energy Corp.) 

Royalty Agreement 

                            
Refer to the Royalty Agreement attached hereto. 

[-- End of Share Purchase and Option Agreement --]




 

 

 

SANDSTORM GOLD LTD. 

- and - 

• 

- and - 

URANIUM ENERGY CORP. 

 

 


	NET SMELTER RETURNS ROYALTY AGREEMENT




 

•, 201• 




- 2 - 




NET SMELTER RETURNS ROYALTY AGREEMENT 

THIS AGREEMENT (this “Agreement”) made as of the
• day of •, 201•. 

AMONG: 


  
    
      
        
          
            SANDSTORM GOLD LTD., a corporation duly organized and
              existing under the laws of the Province of British Columbia (the
              “Holder”), 

          

        

      

    

  



- and - 


  
    
      
        
          
            •, a corporation duly organized and existing under the
              laws of • (the “Owner”), 

          

        

      

    

  



- and -


  
    
      
        
          
            URANIUM ENERGY CORP., a corporation duly organized and
              existing under the laws of the State of Nevada (the “Parent”). 

          

        

      

    

  



WHEREAS: 

	A. 	
      The Owner acquired from the Holder a 100% recorded title
      in and to the exploration and prospecting permits comprising the Property
      (as defined below).

	 	 
	B. 	
      The Owner has agreed to grant to the Holder a net smelter
      return royalty payable on all Minerals (as defined below) mined, produced
      or otherwise recovered from the Property.

	 	 
	C. 	
      The Owner is a wholly-owned subsidiary of the
    Parent.



NOW THEREFORE, in consideration of the respective
covenants, agreements, representations, warranties and indemnities contained in
this Agreement and for other good and valuable consideration (the receipt and
sufficiency of which are acknowledged by the Holder, the Owner and the Parent
(collectively, the “Parties” and individually, a “Party”)), the
Parties covenant and agree as follows: 

1.        Definitions


Whenever used in this Agreement, the following words and terms
have the following meaning: 

	 	(a) 	
      “Act” has the meaning given to it in Section
      19;

	 	 	 
	 	(b) 	
      “affiliate” has the meaning given to it in the
      Business Corporations Act (British Columbia);

	 	 	 
	 	(c) 	
      “Agreement” has the meaning given to it in the
      preamble;







- 2 - 

	 	(d) 	
      “Business Day” for the purposes of the Calculation
      Price, means any calendar day other than a Saturday or Sunday or any day
      that is a statutory holiday in Vancouver, British Columbia, for any other
      purpose, means any calendar day other than a Saturday, Sunday or any day
      that is a statutory holiday in Vancouver, British Columbia;

	 	 	 
	 	(e) 	
      “Calculation Price” means the gross proceeds
      received by or payable to the Owner from the sale of Minerals to a
      smelter, refiner, processor, purchaser or other recipient of such
      production;

	 	 	 
	 	(f) 	
      “Encumbrances” means pledges, liens, charges,
      security interests, leases, title retention agreements, mortgages,
      restrictions, developments or similar agreements, easements,
      rights-of-way, title defects, options or adverse claims or encumbrances of
      any kind or character whatsoever;

	 	 	 
	 	(g) 	
      “GAAP” means International Financial Reporting
      Standards as issued by the International Accounting Standards Board and
      interpretations of the International Financial Reporting Interpretations
      Committee and the former Standing Interpretations Committee;

	 	 	 
	 	(h) 	
      “Governmental Authority” means any multinational,
      federal, provincial, state, regional, municipal, local or other government
      or any governmental or public department, central bank, court, tribunal,
      arbitral body, commission, board, bureau ministry or agency, domestic or
      foreign, any subdivision, agent, commission, board or authority of any of
      the foregoing and any quasi- governmental or private body exercising any
      regulatory, expropriation or taxing authority under or for the account of
      any of the foregoing;

	 	 	 
	 	(i) 	
      “Hedging Transactions” has the meaning given to it
      in Section 8;

	 	 	 
	 	(j) 	
      “Holder” has the meaning given to it in the
      preamble;

	 	 	 
	 	(k) 	
      “Interest” has the meaning given to it in Section
      5(e);

	 	 	 
	 	(l) 	
      “Minerals” means all marketable naturally
      occurring metallic and non-metallic minerals or mineral bearing material
      in whatever form or state, including any precious metal, any base metal,
      natural gas, petroleum, coal, diamonds, salt and rock, sand, gravel or
      aggregate, that is mined, extracted, removed, produced or otherwise
      recovered from the Property (other than any rock, sand, gravel or
      aggregate used in connection with the conduct of operations by the Owner),
      whether in the form of ore, doré, concentrates, refined metals or any
      other beneficiated or derivative products thereof and including any such
      minerals or mineral bearing materials or products derived from any
      processing or reprocessing of any tailings, waste rock or other waste
      products originally derived from the Property;

	 	 	 
	 	(m) 	
      “Net Smelter Returns” means the actual gross
      proceeds received by or payable to the Owner from the sale or other
      disposition of Minerals or, if the account of the Owner at a Processor is
      credited with Minerals processed by the Processor, the gross value of
      Minerals so credited to the Owner calculated on the basis of the aggregate
      quantity of such Minerals so credited during the relevant time period
      multiplied by the Calculation Price, less the following
  expenses:







- 3 - 

	 	(i) 	
      all non-refundable direct sales taxes, use taxes, gross
      receipts taxes and severance taxes and all mining taxes, payable by the
      Owner or other operator of the Property, that are based directly upon, and
      assessed against, the value or quantity of Minerals produced, sold or
      otherwise disposed of from the Property; but excluding any and all taxes
      based upon the net or gross income of the Owner or other operator of the
      Property, the value of the Property or the privilege of doing business,
      and other taxes assessed on a similar basis; and

	 	 	 
	 	(ii) 	
      all transportation costs, including related insurance
      costs, for transportation of Minerals from the Property to a Processor or
      to the point of sale, and all direct charges and/or costs charged by any
      smelter, refiner, mint and/or other Processor of the Minerals, including
      penalties, if any (provided such charges, costs and/or penalties have not
      been previously deducted by the Processor). Provided, however, that if the
      smelting, refining, minting and/or further processing is carried out at
      facilities owned or controlled, in whole or in part, by the Owner, then
      the charges and costs for such smelting, refining, minting and/or further
      processing of such Minerals shall be the lesser of (A) the charges and
      other costs the Owner would have incurred if such smelting, refining,
      minting and/or further processing was carried out at facilities that are
      not owned or controlled by the Owner and that are offering comparable
      services for comparable products, and (B) the actual charges and costs
      incurred by the Owner with respect to such smelting, refining, minting
      and/or further processing;




	 	(n) 	
      “Notice” has the meaning given to it in Section
      22(e);

	 	 	 
	 	(o) 	
      “Owner” has the meaning given to it in the
      preamble;

	 	 	 
	 	(p) 	
      “Parent” has the meaning given to it in the
      preamble;

	 	 	 
	 	(q) 	
      “Parties” and “Party” have the respective
      meanings given to them in the recitals;

	 	 	 
	 	(r) 	
      “Person” includes any individual, firm,
      partnership, joint venture, venture capital fund, association, trust,
      trustee, executor, administrator, legal personal representative, estate
      group, body corporate, corporation, unincorporated association or
      organization, Governmental Authority, syndicate or other entity, whether
      or not having legal status;

	 	 	 
	 	(s) 	
      “Place of Delivery” means the place directed by
      the Holder in writing;

	 	 	 
	 	(t) 	
      “Prime” means, on any day, the rate of interest
      expressed as a rate per annum, that The Bank of Nova Scotia establishes at
      its head office in Toronto, Ontario, as the refererence rate of interest
      that it will charge on that day for U.S. dollar demand loans to its most
      credit worthy customers in Canada and which it at present refers to as its
      prime rate;

	 	 	 
	 	(u) 	
      “Processor” means collectively any third-party
      mill, smelter, refinery or other processor of the Minerals which processes
      any Minerals to the final product stage before sale or other disposition
      by or for the account of the Owner;







- 4 - 

	 	(v) 	
      “Property” means the exploration and prospecting
      permits listed in Schedule A and any exploration and prospecting permits
      purchased, acquired or otherwise obtained by the Owner or any of its
      affiliates, wholly or partially within 30 kilometres from the outer
      boundaries of any part of the Property as they exist on the date of this
      Agreement, as set out in Schedule B and includes any extension, renewal,
      replacement, conversion or substitution of any such exploration and
      prospecting permits or resulting exploration and prospecting
    permits;

	 	 	 
	 	(w) 	
      “refined metal” means gold, silver, lead, copper,
      zinc, platinum group or other marketable metals produced from Minerals and
      refined to standards meeting or exceeding commercial standards for the
      sale of such as refined metals;

	 	 	 
	 	(x) 	
      “Royalty” has the meaning given to it in Section
      2; and

	 	 	 
	 	(y) 	
      “Royalty Purchase Price” has the meaning given to
      it in Section 15.




	2. 	
      Certain Rules of Interpretation

	 	 	 
		(a) 	
      Currency. Unless otherwise specified, all
      references to money amounts are to lawful currency of the United States of
      America. If the Owner of any of its affiliates receives payment for the
      sale of Minerals in a currency other than U.S. Dollars, then such payments
      shall be converted into U.S. Dollars on the date of receipt of such
      payment using the United States Federal Reserve Board exchange rate for
      such other currency on such day.

	 	 	 
		(b) 	
      Accounting Principles. All calculations under this
      Agreement shall be made in accordance with GAAP, as the same may be in
      effect from time to time.

	 	 	 
		(c) 	
      Governing Law. This Agreement is a contract made
      under and shall be governed by and construed in accordance with the laws
      of the Province of British Columbia and the federal laws of Canada
      applicable in the Province of British Columbia.

	 	 	 
		(d) 	
      Headings. Headings of Sections are inserted for
      convenience of reference only and do not affect the construction or
      interpretation of this Agreement.

	 	 	 
		(e) 	
      Including. Where the word “including” or
      “includes” is used in this Agreement, it means “including (or includes)
      without limitation”.

	 	 	 
		(f) 	
      No Strict Construction. The language used in this
      Agreement is the language chosen by the Parties to express their mutual
      intent, and no rule of strict construction shall be applied against any
      Party.

	 	 	 
		(g) 	
      Number and Gender. Unless the context otherwise
      requires, words importing the singular include the plural and vice versa
      and words importing gender include all genders.

	 	 	 
		(h) 	
      Severability. If, in any jurisdiction, any
      provision of this Agreement or its application to any Party or
      circumstance is restricted, prohibited or unenforceable, such provision
      shall, as to such jurisdiction, be ineffective only to the extent of such
      restriction, prohibition or unenforceability without invalidating the
      remaining provisions of this Agreement and without affecting the validity
      or enforceability of such provision in any other
      jurisdiction or without affecting its application to other Party or
  circumstances.








- 5 - 

	 	(i) 	
      Time. Time is of the essence in the performance of
      the Parties’ respective obligations.



3.        Schedules


The Schedules to this Agreement, listed below, are an integral
part of this Agreement: 

	 	Schedule 	Description 
	 	 	 
	 	Schedule A 	Exploration and Prospecting
      Permits 
	 	 	 
	 	Schedule B 	Property Boundary 
	 	 	 
	 	Schedule C 	Rules of Arbitration
  


4.        Grant of
Royalty 

Subject to the terms of this Agreement, the Owner hereby
grants, sells, assigns, transfers, conveys and agrees to pay to the Holder a
royalty (the “Royalty”) on the Property equal to 1.5% of Net Smelter
Returns. The Owner and the Holder expressly acknowledge and agree that the
grant, sale, transfer and conveyance of the Royalty is effective as of the date
of this Agreement and is intended to run with and bind the Property and the
title of the Owner to the Property and shall be binding upon the successors and
assigns of the Owner and all successors of the Owner in title to the Property.


5.        Time and Manner
of Royalty Payments 

	 	(a) 	
      Payment of the Royalty shall be calculated and paid for
      each fiscal quarter of each calendar year during the term of this
      Agreement (each, a “quarter”) (i.e., each succeeding three month
      period of a calendar year, the first quarter commencing on January
      1st), commencing with the quarter (or the remainder of the
      quarter) in which the date of this Agreement falls. The Royalty for each
      quarter shall be paid by certified cheque, bank draft or wire transfer (in
      the sole and absolute discretion of the Holder) in United States dollars,
      on or before the day that is 30 days after the last day of each quarter.
      Any adjustment to the determination of any Royalty payment shall be made
      on the next scheduled Royalty payment. All such Royalty and adjustment
      payments shall be delivered to the Holder at the Place of Delivery, in
      such manner as specified in writing by the Holder.

	 	 	 
	 	(b) 	
      At least 60 days prior to commencing any mining of the
      Property and concurrently with the release of any annual report by the
      Owner, the Owner shall deliver to the Holder a reasonably detailed and
      reasoned estimate specific to the Property of the proven and probable
      reserves of Minerals on, in or under the Property.

	 	 	 
	 	(c) 	
      At the time each Royalty payment is paid to the Holder,
      the Owner shall prepare and deliver to the Holder a statement setting out
      in reasonable detail the manner in which such Royalty payment was calculated, including (i)
      the quantities of Minerals sold or otherwise disposed of by the Owner with
      respect to such quarter or the amount of Minerals produced and credited to
      the account of the Owner for such quarter, as the case may be, (ii) the
      quantities of Minerals to which such Royalty payment is applicable, (iii)
      the calculation of the applicable Net Smelter Returns, (iv) the
      Calculation Price for the applicable Minerals, (v) the calculation of
      Interest accrued on such Royalty payment, if any, (vi) in the event of any
      commingling as contemplated in Section 7, a detailed summary of the
      determination by the Owner of the quantity of Minerals commingled in
      accordance with Section 7 and subject to the Royalty, and (vii) in the
      case of any Minerals in the form of ores mined and stockpiled but not sold
      or processed by the Owner during the previous quarter, the tonnage and
  location of such Minerals so stockpiled.








- 6 - 

	 	(d) 	
      Notwithstanding any other provision in this Agreement,
      the Owner shall not be obligated to make any Royalty payment before the
      Owner has received possession of or been credited with Minerals, or been
      credited with the sale or other disposition of Minerals (but, for the
      avoidance of doubt, shall be obligated to make such payment upon being
      credited with the sale or other disposition of Minerals, whether the Owner
      is in receipt of payment or not).

	 	 	 
	 	(e) 	
      The Holder may object in writing to any statement or
      Royalty payment amount within 12 months of the receipt by the Holder of
      the relevant statement in respect of such Royalty payment. If it is
      determined by written agreement of the Parties or by arbitration that any
      Royalty payment has not been properly paid in full as provided in this
      Agreement, the Owner shall pay interest on the delinquent payment at a
      rate per annum of Prime plus 5% per annum (“Interest”), commencing
      on the date on which such delinquent payment was properly due and
      continuing until the date on which the Holder receives payment in full of
      such delinquent payment and all accrued interest on such delinquent
      payment. For the purposes of this Section 5(e), Prime shall be determined
      as of the date on which such delinquent payment was properly
due.

	 	 	 
	 	(f) 	
      If it is determined by agreement of the Parties or by
      arbitration that any Royalty payment was overpaid, the Owner shall be
      entitled to offset such amount against the next Royalty payment.

	 	 	 
	 	(g) 	
      All Royalty payments, including Interest, if any, will be
      made subject to withholding or deduction in respect of the Royalty for, or
      on account of, any present or future taxes, duties, assessments or
      governmental charges of whatever nature imposed or levied on such Royalty
      payment by or on behalf of any Governmental Authority having power and
      jurisdiction to tax and for which the Owner is obligated in law to
      withhold or deduct and remit to such Governmental Authority. The Owner
      shall set out in the statement referred to in Section 5(c) any amount so
      withheld.

	 	 	 
	 	(h) 	
      All Royalty payments shall be made without deduction or
      set off for costs of production, milling, smelting, processing,
      transportation, taxes or other expenses whatsoever, except as provided in
      this Agreement.








- 7 - 

	 	(i) 	
      All tailings, waste rock or other waste products
      resulting from the mining, milling or other processing of ores derived
      from the Property from and after the date of this Agreement shall be the
      sole and exclusive property and responsibility of the Owner, but shall be
      subject to the Royalty and the terms of this Agreement, including the
      provisions in respect of commingling, if such tailings, waste rock or
      other waste products are processed in the future resulting in the
      production of Minerals from such tailings, waste rock or other waste
      products.



6.        Term 

This Agreement shall continue in perpetuity, it being the
intent of the Parties that the Royalty shall constitute a covenant running with
and binding upon the title to the Property and all accessions to title to the
Property and all successions to title to the Property, whether created privately
or through action of any Governmental Authority, and binding upon the successors
and assigns of the Owner and the successors in title to the Property. If any
right, power or interest of either Party under this Agreement would violate the
rule against perpetuities, then such right, power or interest shall terminate at
the expiration of 20 years after the death of the last survivor of all the
lineal descendants of Her Majesty, Queen Elizabeth II of England, living on the
date of this Agreement. 

7.        Commingling


	 	(a) 	
      The Owner shall be entitled to commingle Minerals from
      the Property and from any other properties owned or leased by the Owner,
      during the stockpiling, milling (concentrating), smelting, refining,
      minting or further processing of Minerals produced from the Property, but,
      for the avoidance of doubt, not at any time prior to or during the mining
      phase of production.

	 	 	 
	 	(b) 	
      Before any Minerals are commingled with ores or minerals
      from any other properties, including stockpiling, the Minerals shall be
      measured and sampled in accordance with sound mining and metallurgical
      practices for moisture, metal, and other appropriate content.
      Representative samples of the Minerals shall be retained by the Owner and
      assays (including penalty substances) and other appropriate analyses of
      these samples shall be made before commingling to determine metal,
      mineral, water and other appropriate content of the Minerals. From this
      information, the Owner shall determine the quantity of the Minerals
      subject to the Royalty, notwithstanding that the Minerals have been
      commingled with ores or minerals from other properties. Twelve months
      after the anniversary of the expiration of the period for objections
      described in Section 5(e) above, the Owner may dispose of the materials
      and data required to be produced and kept by this Section
  7.



8.        Hedging
Transactions 

All profits, losses and expenses resulting from any commodity
futures trading, option trading, metals trading, metal loans and any other
hedging transactions or any combination of commodity futures trading, option
trading, metals trading, metal loans and any other hedging transactions
(collectively, “Hedging Transactions”) are specifically excluded from
calculations of Royalty payments pursuant to this Agreement. All Hedging Transactions
shall be for the Owner’s sole account and shall not affect the calculation and
payment to the Holder of the Royalty payment, which shall be calculated and paid
in accordance with Section 5 without regard for any Hedging Transactions. 




- 8 - 

9.        Stockpiling


The Owner or operator shall be entitled to stockpile, store or
place ores or mined rock containing Minerals produced from the Property in any
locations owned, leased or otherwise controlled by the Owner or its affiliates
or the Processor on or off the Property; provided, however, that the same are
appropriately identified as to ownership and origin and secured from loss,
theft, tampering and contamination. 

10.      Books, Records and
Inspections 

	 	(a) 	
      The Owner shall keep true, complete and accurate books
      and records of all of its operations and activities with respect to the
      Property, including the mining of Minerals from the Property and the
      mining, treatment, processing, refining and transportation of Minerals,
      prepared in accordance with GAAP. Subject to complying with the
      confidentiality provisions in Section 12, the Holder and/or its authorized
      representatives shall be entitled, upon delivery of three Business Days
      advance notice, and during the normal business hours of the Owner, to
      perform audits or other reviews and examinations of the Owner’s books and
      records relevant to the calculation and payment of the Royalty pursuant to
      this Agreement no more than once per calendar year to confirm compliance
      with the terms of this Agreement, including calculations of Net Smelter
      Returns. Without limiting the generality of the foregoing, the Holder
      shall have the right to audit all invoices and other records relating to
      the transportation of Minerals from the Property to any mill, refinery or
      other Processor at which Minerals from the Property may be milled,
      smelted, concentrated, refined or otherwise treated or processed, and
      relating to the transportation of Minerals in the form of concentrates,
      doré, slag or other waste products from any mill at which Minerals from
      the Property may be milled, to a Processor. The Holder shall diligently
      complete any audit or other examination permitted under this Section 10.
      All expenses of any audit or other examination permitted under this
      Section 10 shall be paid by the Holder, unless the results of such audit
      or other examination permitted under this Agreement disclose a deficiency
      in respect of any Royalty payments paid to the Holder in respect of the
      period being audited or examined in an amount greater than 5% of the
      amount of the Royalty properly payable with respect to such period, in
      which event all expenses of such audit or other examination shall be paid
      by the Owner.

	 	 	 
	 	(b) 	
      In performing such audit, the Holder and/or its agents
      shall have reasonable access to all sampling, assay, weighing, and
      production records, including all mining, stockpile and milling records of
      the Owner relating to the Property and any Minerals derived from the
      Property (and the Holder shall be allowed to make notes or photocopies),
      all of which such records shall be kept and retained by the Owner or
      operator of the Property in accordance with sound mining and metallurgical
      practices for the period of retention set out in Section
  7.







- 9 - 

11.      Rights to Monitor
Processing of Minerals 

Subject at all times to the workplace rules and supervision of
the Owner and provided any rights of access do not interfere with any
exploration, development, mining or milling work conducted on the Property or at
any mill at which Minerals from the Property may be processed, the Holder shall
at all reasonable times and upon reasonable notice, and at its sole risk and
expense, have (a) a right of access by its representatives to the Properties and
to any mill used by the Owner to process Minerals derived from the Property
(provided that, if such mill is not owned or controlled by the Owner, such right
of access shall only be the same as any such right of access of the Owner, and
(b) the right (i) to monitor the Owner’s stockpiling and milling of ore or
Minerals derived from the Property and to take samples from the Property or any
stockpile or from any mill or Processor (if not prohibited under any contract
between the Owner and any such Processor) for purposes of assay verifications,
and (ii) to weigh or to cause the Owner to weigh all trucks transporting
Minerals from the Property to any mill processing Minerals from the Property
prior to dumping of such ore and immediately following such dumping. 

12.      Confidentiality


	 	(a) 	
      Subject to Section 18, no Party shall, without the
      express written consent of the other Party, which consent shall not be
      unreasonably withheld or delayed, disclose any non-public information in
      respect of the terms of this Agreement or otherwise received under or in
      conjunction with this Agreement and, in the case of the Holder, concerning
      Minerals and operations on the Property or any other properties owned or
      leased by the Owner, other than to its employees, agents and/or
      consultants for purposes related to the administration, or assignment by
      the Holder, of this Agreement and no party shall issue any press releases
      concerning the terms of this Agreement or, in the case of the Holder, in
      respect of the operations of the Owner, without the consent of the other
      Party after such Party having first reviewed the terms of such press
      release. Each Party agrees to reveal such information only to its
      employees, agents and/or consultants who need to know, who are informed of
      the confidential nature of the information and who agree to be bound by
      the terms of this Section 12.

	 	 	 	 
	 	(b) 	
      The Parties may disclose data or information obtained
      under or in conjunction with this Agreement and otherwise prohibited from
      disclosure by this Section 12 after providing the other parties with a
      copy of the proposed disclosure and if the other Party does not object,
      acting reasonably, to such disclosure by notice in writing to such party
      within 48 hours after receipt of such copy:

	 	 	 	 
	 		(i) 	
      to any third Person to whom such party in good faith
      anticipates selling or assigning its interest under this
  Agreement;

	 	 	 	 
	 		(ii) 	
      to a prospective lender to such Party; or

	 	 	 	 
	 		(iii) 	
      to a prospective equity financier or investor of such
      Party,



provided that, in each case, the Party
to whom disclosure is proposed shall first have been provided with and signed
and delivered to the other Party a confidentiality agreement executed by such third party
      purchaser, lender, financier or investor which agreement shall include the
confidentiality provisions of this Section 12.




- 10 - 

	 	(c) 	
      The Parties may disclose data or information obtained
      under this Agreement if required to do so for compliance with applicable
      laws, rules, regulations or orders of a Governmental Authoroty or stock
      exchange having jurisdiction over such Party; provided, however, that such
      Party shall disclose only such data or information as, in the opinion of
      its counsel, is required to be disclosed and provided further that it will
      provide the other Party with a copy of the proposed disclosure and the
      other Party shall be given the right to review and object to the data or
      information to be disclosed within 48 hours of its receipt of such copy
      prior to any release, and any such release will be subject to any
      reasonable objections or changes proposed by the other
  Party.





	13. 	
      Conduct of Operations

	 	 	 
		(a) 	
      Subject to Sections 13(b) and (c), all decisions
      concerning methods, the extent, times, procedures and techniques of any
      (i) exploration, development and mining related to the Property, (ii)
      leaching, milling, processing or extraction treatment, if any, and (iii)
      materials to be introduced on or to the Property or produced from the
      Property, shall be made by the Owner in its sole and absolute discretion
      and all decisions concerning the sale or other disposition of Minerals
      (including, without limitation, decisions as to buyers, times of sales,
      whether to store or stockpile Minerals for a reasonable length of time)
      from the Property shall be made by the Owner, acting reasonably and in
      accordance with good mining and engineering practices.

	 	 	 
		(b) 	
      The Owner shall not be required to mine Minerals but
      shall process any Minerals that it mines from the Property as
      expeditiously as possible. The Owner shall not be responsible for or
      obliged to make any Royalty payments for Minerals or Mineral value lost in
      any mining or processing of the Minerals conducted in accordance with
      accepted mining practices.

	 	 	 
		(c) 	
      The Owner shall use its reasonable commercial efforts to
      sell all Minerals at the highest possible prices it is able to
      negotiate.



14.      No Implied Covenants


The Parties agree that there are no implied covenants or duties
relating to or affecting any of their respective rights or obligations under
this Agreement and that the only covenants or duties which affect such rights
and obligations shall be those expressly set forth and provided for in this
Agreement. 

15.      Owner’s Buy-Down
Right 

At any time for a period of six years after the date of this
Agreement, the Owner shall have the right, exercisable by written notice to the
Holder, in its sole and absolute discretion (provided that this Agreement is in good standing and any amounts due to
be paid to the Holder have been paid in full) to acquire one-half percent (0.5%)
of the Royalty at a purchase price of US$500,000.00 (the “Royalty Purchase
Price”), with the result that, after the completion of such buy-down, the
Royalty shall be calculated and payable at the rate of 1.0% of Net Smelter
Returns. The Royalty Purchase Price shall be paid by the Owner to the Holder by
wire transfer to an account designated by the Vendor within five calendar days
of the Purchaser’s election to acquire such Royalty. 




- 11 - 

16.      Assignment by Holder


The Holder shall have the right, at any time and from time to
time, to assign, transfer, convey, mortgage, pledge or charge any portion or all
of the Royalty and its interest in and to this Agreement. The Owner covenants
and agrees that it shall be bound by and shall perform and that it will
acknowledge in writing in favour of such assignee, transferee, mortgagee,
pledgee or chargee that it is bound by and shall perform, the terms of this
Agreement upon any such assignment, transfer, conveyance, mortgage, pledge or
charge. The Holder shall notify the Owner in writing prior to the completion of
any such assignment, transfer or conveyance, confirming the identity of such
transferee, the appropriate Place of Delivery and the new address for notice to
such transferee. 

17.      Transfer by Owner 

The Owner shall be entitled to assign, sell, transfer, lease,
mortgage, charge or otherwise encumber the Property or the Minerals or the
proceeds from the Minerals and its rights and obligations under this Agreement;
provided, however, the following conditions are satisfied and, upon such
conditions being satisfied in respect of any such assignment, sale or transfer
and, subject to the provision of Section 22(c), only the Owner shall be released
from all obligations under this Agreement: 

	 	(a) 	
      any purchaser, transferee, lessee or assignee of the
      Property or this Agreement agrees in advance in writing in favour of the
      Holder to be bound by the terms of this Agreement, including this Section
      17 and the indemnity set out in Section 20;

	 	 	 
	 	(b) 	
      any purchaser, transferee, lessee or assignee of this
      Agreement has simultaneously acquired the Owner’s right, title and
      interest in and to the Property;

	 	 	 
	 	(c) 	
      any mortgagee, chargee, lessee, assignee or encumbrancer
      of the Property or this Agreement agrees in advance in writing in favour
      of the Holder to be bound by and subject to the terms of this Agreement if
      it takes possession of or forecloses on all or part of the Property and
      acknowledges that the Holder shall be entitled to receive the Royalty
      payments to which it is entitled under this Agreement in priority to any
      payments to such mortgagee, chargee, lessee, assignee or encumbrancer and
      undertakes to obtain an agreement in writing in favour of the Holder from
      any subsequent purchaser, lessee, assignee or transferee of such
      mortgagee, chargeholder, lessee or encumbrancer that such subsequent
      purchaser, lessee, assignee or transferee will be bound by the terms of
      this Agreement, including this Section 17; and







- 12 - 

	 	(d) 	
      any royalty or other similar interest in or to the
      Property or in and to any Minerals granted by the Owner after the date of
      this Agreement shall contain a term to the effect that no payment, in cash
      or in product in kind, shall be made until the Royalty granted under this
      Agreement has been paid in full for the relevant time
  period.



18.      Registration 

It is the express intention of the Parties that the Royalty
shall run with the Owner’s title to the Property and be binding upon the
successors of the Owner in title to the Property. Notwithstanding Section 12,
the Holder may cause, at its own expense, the due registration of this Agreement
or notice of this Agreement against the title to the Property. The Owner
covenants and agrees that it shall co-operate with such registration and provide
its written consent or signature to any documents or things reasonably necessary
to accomplish such registration in order to ensure that any successor or
assignee or other acquiror or encumbrancer of the Owner’s title to the Property,
or any interest in the Property, shall have public notice of this Agreement and
the terms of this Agreement and in order that the Holder may cause to be
registered a restriction on title to the Property restricting the sale, lease,
transfer, charge or transfer of charge of the Property, in whole or in part,
without the written consent of the Holder, which written consent shall be
granted by the Holder without condition within five Business Days of the receipt
by the Holder of a request for such written consent provided that such sale,
lease, transfer, charge or transfer of charge is in compliance with Section 17.
If such sale, lease, transfer, charge or transfer of charge is in compliance
with Section 17, evidence to such effect has been delivered to the Holder and
the Holder has not delivered its written consent in accordance with and within
the time frame set out in this Section 18, then the Holder shall be deemed to
have duly granted such consent. 

19.      Dispute Resolution


Any matter in this Agreement in dispute between the Parties
which has not been resolved by the Parties within 30 days of the delivery of
Notice by either Party of such dispute may be referred to binding arbitration.
Such referral to binding arbitration shall be to a single qualified arbitrator.
The Arbitration Act, 1996 (British Columbia) (the “Act”) shall
govern such arbitration proceedings in accordance with its terms, except to the
extent modified by the rules for arbitration set out in this Section 19 and in
Schedule C. The Parties shall select one qualified arbitrator by mutual
agreement, failing which, such qualified arbitrator shall be determined in
accordance with the provisions of the Act for selecting a single arbitrator. The
determination of such qualified arbitrator shall be final and binding upon the
Parties and the costs of such arbitration shall be as determined by the
arbitrator. The Parties covenant that they shall conduct all aspects of such
arbitration having regard at all times to expediting the final resolution of
such arbitration. The term “qualified arbitrator” as used in this Agreement
shall refer to qualified professional person who has at least 10 years of mining
industry experience in the subject matter of the dispute and is independent of
both Parties. 




- 13 - 

	20. 	
      Representations and Warranties;
Indemnity

	 	 	 
		(a) 	
      The Owner hereby represents and warrants that it has the
      corporate power, capacity and authority to grant the Royalty to the Holder
      and such grant and the execution and delivery of this Agreement by the
      Owner has been duly authorized by all required corporate action of the
      Owner and this Agreement represents a valid and binding obligation of the
      Owner duly enforceable against it by the Holder.

	 	 	 
		(b) 	
      It is acknowledged that the Holder has no involvement in
      the carrying out of work related to or conducted on, in or under the
      Property or in any decisions related to the Property or any work related
      to or conducted on, in or under the Property from and after the date of
      this Agreement, all such matters being in the sole control of the Owner.
      The Owner hereby indemnifies and saves harmless the Holder and its
      respective affiliates and their respective directors, officers,
      shareholders and employees from and against any and all costs, expenses,
      (including reasonable fees and expenses of legal counsel), damages,
      obligations, penalties, claims, orders or directives or other liability of
      any nature whatsoever (“Claims”) incurred in respect of or arising
      out of the Property or the title to the Property or ownership of the
      Property, or any work, operation, activities or event on the Property
      conducted or arising from and after the date of this Agreement by virtue
      or by reason of the status of the Holder as a royalty
  holder.



21.      Parent Guarantee


The Parent hereby irrevocably and unconditionally guarantees to
the Holder the performance by the Owner of its obligations pursuant to this
Agreement. The Parent shall be liable jointly and severally with the Owner to
the Holder for the failure of the Owner to discharge any of its obligations
under this Agreement or arising in connection with the transactions contemplated
by this Agreement. 

	22. 	
      General Provisions

	 	 	 
		(a) 	
      Further Assurances. Each of the Owner and the
      Holder will promptly do, make, execute or deliver, or cause to be done,
      made, executed or delivered, all such further documents and instruments
      and do all acts and things as may be reasonably required to effectively
      carry out or better evidence or perfect the full intent and meaning of
      this Agreement.

	 	 	 
		(b) 	
      Relationship of the Parties. Nothing in this
      Agreement shall be construed to create, expressly or by implication, a
      joint venture, partnership, commercial partnership, or other partnership
      relationship between the Owner and the Holder.

	 	 	 
		(c) 	
      Assignment. Any assignment, transfer, conveyance,
      mortgage, pledge or charge or lease or purported assignment, transfer,
      conveyance, mortgage, pledge or charge or lease of any interest in the
      Property by the Owner, or in, to or arising under this Agreement by the
      Owner or the Holder, which does not comply with the terms of this
      Agreement shall be null and void and of no force or
  effect whatsoever. Notwithstanding any other provision in this
      Agreement, including the provisions of Section 17, the Owner shall remain
      liable for all covenants, obligations, representations and warranties and
      indemnities of the Owner contained in this Agreement, despite any
      assignment, transfer, conveyance, mortgage, pledge, charge or lease of any
      interest in the Property by the Owner, or in, to or arising under this
      Agreement, to any affiliate of the Owner, until such time as the affiliate
  is released pursuant to Section 17.








- 14 - 

	 	(d) 	
      Amendment. No amendment to this Agreement may be
      made unless agreed to by the Parties in writing.

	 	 	 
	 	(e) 	
      Notices. Any notice, consent or approval required
      or permitted to be given in connection with this Agreement
      (“Notice”) shall be in writing and shall be sufficiently given if
      delivered (whether in person, by courier service or other personal method
      of delivery), or if transmitted by facsimile or
email:





	 	(i) 	
      if to the Owner or the Parent:

	 	 	 
			
      Suite 1830

			
      1030 West Georgia Street

	 		
      Vancouver, British Columbia V6E 2Y3

	 	 	 
			
      Attention:          
      Amir Adnani

			
      Fax
      No.:              
      604-682-3591

	 		
      Email:                   
      aadnani@uraniumenergy.com

	 	 	 
	 	(ii) 	
      if to the Holder:

			
      Suite 1400 400 Burrard Street

	 		
      Vancouver, British Columbia V6C 3A6

	 	 	 
	 		
      Attention:          
      Nolan Watson

	 		
      Fax
      No.:              
      604-689-7317

	 		
      Email:                   nwatson@sandstormltd.com



Any Notice delivered or transmitted to
a Party as provided above shall be deemed to have been given and received on the
day it is delivered or transmitted, provided that it is delivered or transmitted
on a Business Day prior to 5:00 p.m. local time in the place of delivery or
receipt. However, if the Notice is delivered or transmitted after 5:00 p.m.
local time or if such day is not a Business Day, then the Notice shall be deemed
to have been given and received on the next Business Day. 




- 15 - 

	 	(f) 	
      Counterparts and Delivery. This Agreement may be
      executed in counterparts, each of which will be deemed to be an original
      and both of which taken together will be deemed to constitute one and the
      same instrument. Delivery of an executed signature page to this Agreement
      by a Party by facsimile or by PDF via electronic transmission will be as
      effective as delivery of a manually executed copy of the Agreement by such
      Party.







- 16 - 

IN WITNESS OF WHICH the Parties have executed this
Agreement as of the day and year first written above. 

SANDSTORM GOLD LTD. 

 

	 	By:          
      _____________________________________
	 	           
           Name: 
	 	           
           Title: 


 

	 	• 
	 	  
	 	By:          
      _____________________________________
	 	           
           Name: 
	 	           
           Title: 


 

URANIUM ENERGY CORP. 

 

	 	By:          
      _____________________________________
	 	           
           Name: 
	 	           
           Title: 






SCHEDULE A 
EXPLORATION AND PROSPECTING PERMITS




	  	     	     	     	DATUM 
	 Zone : 21J Sur 
	  	  	  	  	  	  	Chua 	Chua 
	New Code 	Registry 	Registry 	Area 	WGS84 	WGS84 	Vista 	Vista 
	Oct 2015 	Code 	File No. 	(ha) 	East 	North 	East 	North 
	22.9 	l7-a 	643/09; 1338/11; 85/12	30000 	720012 	7259969 	720000 	7260000 
	720012 	7239969 	720000 	7240000 
	705012 	7239969 	705000 	7240000 
	705012 	7259969 	705000 	7260000 
	22.3 	l7-g 	2361/10; 51/12 	70000 	720012 	7309969 	720000 	7310000 
	720012 	7259969 	720000 	7260000 
	706012 	7259969 	706000 	7260000 
	706012 	7309969 	706000 	7310000 
	22.7 	l7-h 	1722/12 Application for
      exploration stage Nr. 34.198/13 	55000 	715012 	7319969 	715000 	7320000 
	715012 	7309969 	715000 	7310000 
	706012 	7309969 	706000 	7310000 
	706012 	7259969 	706000 	7260000 
	705012 	7259969 	705000 	7260000 
	705012 	7239969 	705000 	7240000 
	700012 	7239969 	700000 	7240000 
	700012 	7319969 	700000 	7320000 
	22.8 	I7-f 	  	400 	722012 	7277969 	722000 	7278000 
	722012 	7275969 	722000 	7276000 
	720012 	7275969 	720000 	7276000 
	720012 	7277969 	720000 	7278000 
	6645.5 	730012 	7266169 	730000 	7266200 
	730012 	7260869 	730000 	7260900 
	721962 	7260869 	721950 	7260900 








- 2 - 


	

	 	 	

	721962 	7253969 	721950 	7254000 
	720012 	7253969 	720000 	7254000 
	720012 	7266169 	720000 	7266200 
	17.1 	H7-d 	999/14 	16250 	695012 	7319969 	695000 	7320000 
	700012 	7319969 	700000 	7320000 
	700012 	7287469 	700000 	7287500 
	695012 	7287469 	695000 	7287500 
	17.2 	H7-d 	25000 	690012 	7269969 	690000 	7270000 
	700012 	7269969 	700000 	7270000 
	700012 	7244969 	700000 	7245000 
	690012 	7244969 	690000 	7245000








SCHEDULE B 
PROPERTY BOUNDARY 


See attached. 




SCHEDULE C 
RULES OF ARBITRATION 


The following rules and procedures shall apply with respect to
any matter to be arbitrated by the parties under the terms of the Agreement.

1.      INITIATION OF ARBITRATION
PROCEEDINGS 

If any party to this Agreement wishes to have any matter under
this Agreement arbitrated in accordance with the provisions of this Agreement,
it shall give notice to the other Party hereto specifying particulars of the
matter or matters in dispute and proposing the name of one person it wishes to
be appointed as a qualified arbitrator. Within 10 days after receipt of such
notice, the other party to this Agreement shall give return notice to the first
party proposing the name of a person it wishes to be appointed as the qualified
arbitrator. If such return notice is not given by the other Party within such 10
day period, it shall be deemed to have accepted the person proposed by the first
party as the sole qualified arbitrator. If such return notice is given within
such 10 day period proposing another person to be the qualified arbitrator and
the Parties are unable to agree, then the sole arbitrator shall be determined in
accordance with the provisions of the Arbitration Act, 1996 (British
Columbia). The term “qualified arbitrator” as used herein shall refer to
qualified professional person who has at least 10 years of mining industry
experience in the subject matter of the dispute and is independent of both
Parties. 

2.      SUBMISSION OF WRITTEN
STATEMENTS 

Within five days of the appointment
of the Arbitrator, the Party initiating the arbitration (the “Claimant”) shall
send the other Party (the “Respondent”) a statement of claim setting out in
sufficient detail the facts and any contentions of law on which it relies and
the relief or outcome that it claims. 

Within 15 days of the receipt of the
statement of claim, the Respondent shall send the Claimant a statement of
defence stating in sufficient detail which of the facts and contentions of law
in the statement of claim it admits or denies, on what grounds, and on what
other facts and contentions of law it relies. 

Within five days of receipt of the
statement of defence, the Claimant may send the Respondent a statement of reply.


All statements of claim, defence and
reply shall be accompanied by copies (or, if they are especially voluminous,
lists) of all essential documents and/or reports on which the Party concerned
relies and which have not previously been submitted by any Party, and (where
practicable) by any relevant samples. 

After submission of all the
statements, the Arbitrator will give directions for the further conduct of the
arbitration. 




- 2 - 

3.      MEETINGS AND HEARINGS


The arbitration shall take place in
the City of Vancouver, or in such other place as the Claimant and the Respondent
may mutually agree in writing. The arbitration shall be conducted in English.
Subject to any adjournments which the Arbitrator allows, the final hearing will
be continued on successive working days until it is concluded. 

All meetings and hearings will be in
private unless the Parties otherwise agree. 

Any Party may be represented at any
meetings or hearings by legal counsel. 

Each Party may examine,
cross-examine and re-examine all witnesses at the arbitration. 

4.      THE DECISION 

The Arbitrator will make a decision in
writing and, unless the Parties otherwise agree, will set out reasons for
decision in the decision. 

The Arbitrator will send the decision
to the Parties as soon as practicable after the conclusion of the final hearing,
but in any event no later than 20 days after the hearing, unless that time
period is extended for a fixed period by the Arbitrator on written notice to
each party because of illness or other cause beyond the Arbitrator’s control.


The decision shall determine and award
costs to the successful Party in the arbitration. 

The decision shall be final and binding
on the Parties and shall not be subject to any appeal or review procedure,
provided that the Arbitrator has followed the rules provided herein in good
faith and has proceeded in accordance with the principles of natural justice. If
either Party initiates any court proceeding in respect of the decision of the
Arbitration or the matter arbitrated, such party shall, if unsuccessful in the
court proceeding, pay the other party’s costs on a solicitor/client basis plus
all other reasonable expenses incurred by such other party from the date of
delivery of the notice commencing arbitration to the date of determination of
such court proceeding.

5.      JURISDICTION AND POWERS OF
THE ARBITRATOR 

By submitting to arbitration under
these Rules, the Parties shall be taken to have conferred on the Arbitrator the
following jurisdiction and powers, to be exercised at the Arbitrator’s
discretion subject only to these Rules and the relevant law with the object of
ensuring the just, expeditious, economical and final determination of the
dispute referred to arbitration.

Without limiting the jurisdiction of
the Arbitrator at law, the Parties agree that the Arbitrator shall have
jurisdiction to:




- 3 - 

determine any question of law arising
in the arbitration; determine any question as to the Arbitrator’s jurisdiction;


determine any question of good faith,
dishonesty or fraud arising in the dispute; 

order any party to furnish further
details of that party’s case, in fact or in law; 

proceed in the arbitration
notwithstanding the failure or refusal of any party to comply with these Rules
or with the Arbitrator’s orders or directions, or to attend any meeting or
hearing, but only after giving that party written notice that the Arbitrator
intends to do so; 

receive and take into account such
written or oral evidence tendered by the Parties as the Arbitrator determines is
relevant, whether or not strictly admissible in law; 

make one or more interim awards; 

hold meetings and hearings, and make a
decision (including a final decision) in Vancouver, British Columbia or
elsewhere with the mutual written concurrence of the Parties; 

order the Parties to produce to the
Arbitrator and to each other for inspection, and to supply copies of, any
documents and/or reports or other evidence or classes of documents in their
possession or power which the Arbitrator determines to be relevant; and 


make interim orders to secure all or
part of any amount in dispute in the arbitration.