Golden Promise Property Agreement



 Exhibit 4.23 
 GOLDEN PROMISE PROPERTY AGREEMENT 
 THIS AGREEMENT made the 1st day of May, 2006. 
 BETWEEN: 
 RUBICON MINERALS CORPORATION of Suite 1540, 800 Pender Street, 
 Vancouver, British Columbia, V6C 2V6 
 (the “Optionor”) 
 AND: 
 CROSSHAIR EXPLORATION & MINING CORP.
of Suite 1240, 
 1140 West Pender Street, Vancouver, BC, V6E 4G1 
 (“Crosshair”) 
 WHEREAS: 
 A. The Optionor, is the beneficial owner of the mining claims described in Schedule A as known as the Golden Promise Property (the “Property”) consisting of an
aggregate 10 mineral licences containing 1424 mineral claims, located in the Province of Newfoundland and Labrador. 
 B. The Optionor, entered into
agreements attached as Schedules B, C, D and E herein (the “Underlying Agreements”) with various optionors (collectively, the “Interest Holders”) to acquire 100% right, title and interest in an aggregate 260 mineral claims,
included in the total claims described in A above. 
 C. The Optionor desires to option an interest in the Property to Crosshair and Crosshair is desirous of
optioning an interest in the said Property upon the terms and subject to the conditions herein contained. 
 D. The Optionor has offered to Crosshair to earn
a 60% interest in the Property and, after having earned such interest, to participate with the Optionor in forming a joint venture operation for the purposes of further exploring and developing such Property. 
 NOW THEREFORE in consideration of the premises and of the mutual covenants and provisos herein contained, the parties hereto agree as follows: 
 1. Grant of Option 
 In order for Crosshair to exercise the option (the
“Option”) and earn a 60% interest in the Property, Crosshair must, over the four year period (the “Option Period”) commencing on the date (the “Execution Date”) of signing of this Agreement by both parties, carry out
$4,000,000 in exploration expenditures on the Property, issue 80,000 common shares of Crosshair (the “Shares”) and maintain all Underlying Agreements on the Property, all as more particularly described below. 
 2. Work Expenditures 
 In order to keep the Option in good standing,
Crosshair shall, in addition to the payments aggregating 80,000 Shares set forth in section 3 hereof, incur during the Option Period, not less than $4,000,000 in Eligible Exploration Expenditures (defined below) on the Property as follows:

  

	 	a.	$750,000 on or before the first anniversary of the Execution Date (as a firm and binding commitment); 

  

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	 	b.	an additional $900,000 on or before the second anniversary of the Execution Date; 

  

	 	c.	an additional $1,100,000 on or before the third anniversary of the Execution Date; and 

  


	 	d.	an additional $1,250,000 on or before the fourth anniversary of the Execution Date. 

 Any expenditures above the minimum annual work expenditures may be carried forward to subsequent years. 
 The expenditure
requirements in year two, three and four are optional only (but nonetheless required to keep the Option in good standing) and, accordingly, unlike the $750,000 expenditure requirement in year one, are not firm and binding commitments of Crosshair.

 For greater certainty, eligible exploration expenditures (“Eligible Exploration Expenditures”) shall be defined as all exploration expenditures
and all property filing fees, including all reasonable technical reporting requirements. 
 Crosshair will act as operator in respect of all exploration
programs on the Property throughout the term of this Agreement, subject to the Optionor’s right to manage the exploration programs until the first anniversary of the Execution Date in accordance with the Management Contract attached as Schedule
“F” hereto. 
 3. Share Payments 
 In order to
keep the Option in good standing, Crosshair shall, in addition to the $4,000,000 in Eligible Expenditures set forth in section 2 hereof make, during the Option Period, the following Share payments to Optionor: 
  

	 	a.	20,000 Shares within five business days of the Execution Date; 

  

	 	b.	20,000 Shares on or before the first anniversary of the Execution Date; 

  

	 	c.	20,000 Shares on or before the second anniversary of the Execution Date; and 

  

	 	d.	20,000 Shares on or before the third anniversary of the Execution Date. 

 In lieu of making any or all of the payments in Shares in 3(b), 3(c), or 3(d) above, Crosshair may elect to make cash payments of $30,000 (on the basis of $1.50 cash in lieu of each Share). 
 4. Covenants of Crosshair 
 During the currency of this Agreement,
Crosshair shall: 
  

	 	a.	carry out and record work for assessment purposes and as required to maintain the Property in good standing and will file all property work for assessment purposes up to a maximum
of ten years assessment credits; and making all other payments which may be necessary in that regard; 

  

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	 	b.	carry out exploration work on the Property in a good and workmanlike manner in accordance with good practice in the Canadian Mining industry, in compliance with applicable laws.


 5. Covenants of the Optionor 
 The
Optionor covenants with and represents and warrants to Crosshair that: 
  

	 	a.	the Optionor has the authority to enter into this Agreement; 

  

	 	b.	each of the mineral claims comprising the Property has been duly and validly located and recorded in accordance with the applicable laws of Newfoundland and are valid and subsisting
mineral claims as of the date of execution and delivery of this Agreement; 

  

	 	c.	the Property is in good standing, free and clear of all liens, charges and encumbrances; 

  

	 	d.	the entering into of this Agreement does not violate any of the terms or conditions of the Underlying Agreements; 

  

	 	e.	to the Optionor’s knowledge, the Interest Holders are the beneficial and registered or recorded holder of a 100% undivided interest in the Property; 


 

	 	f.	the Underlying Agreements are in good standing in all respects (including with respect to payments to be made thereunder) in full force and effect and unamended;


  

	 	g.	the Optionor is not in default, and is not aware of the Interest Holders being in default of any covenant or agreement arising under or by virtue of the Underlying Agreements;


  

	 	h.	the Underlying Agreements each constitute the entire agreement between the Optionor and the respective Interest Holders; 

  

	 	i.	the Optionor has not transferred or encumbered or agreed to transfer or encumber the Underlying Agreements or all or any of its right, title or interest in or to the Underlying
Agreements, except as provided for in this Agreement; 

  

	 	j.	the Optionor has the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereof, and that no other person, firm or
corporation has any proprietary or other interest in the same; 

  

	 	k.	to the best of the Optionor’s knowledge, information and belief, any and all previous work conducted on the Property was conducted in compliance with all applicable laws;


  

	 	1.	during the currency of the Option, and while the Optionor is contractor, the Optionor shall, subject to the provisions of section 2, 3 and 10 hereof requiring Crosshair not to be in
default under the Option, do all things necessary to maintain the rights to the Property and, except as provided in section 12, shall not divest, discharge or allow any claim, lease or interest in the Property to lapse without the express prior
written consent of Crosshair; 

  

	 	m.	the Optionor will promptly provide Crosshair with any and all notices and correspondence from government agencies or the Interest Holders in regard to the Property, work conducted
on the Property, or the Underlying Agreements; and 

  

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	 	n.	within 10 days of execution of this Agreement the Optionor shall make available to Crosshair all available technical data, geotechnical reports, maps, digital files and other data
with respect to the Property in the Optionor’s possession or control, including drill core (which Crosshair may log and sample). 

 The
representations and warranties of the Optionor herein before set out form a part of this Agreement and are conditions upon which Crosshair has relied in entering into this Agreement and shall survive the acquisition of the Property by Crosshair.

 6. Termination 
 Crosshair may elect to terminate this
Agreement at any time after the Execution Date provided Crosshair has made the payment of 20,000 Shares required under section 3(a) and fulfilled the firm commitment under section 2(a) to incur not less than $750,000 on or before the first
anniversary date of the Execution Date, by providing 30 days written notice to Optionor providing Crosshair agrees to be bound by the terms of this Agreement including those specifically in paragraph 7. 
 If this Agreement terminates prior to exercise of the Option, Crosshair will: 
  

	 	a.	fund 100% of the costs of such reclamation, rehabilitation, restoration or abandonment work as may be required to be performed under applicable laws to the day of such termination
or to make such other provision therefor as is acceptable to Optionor, acting reasonably; and 

  

	 	b.	return all claims with a minimum of 100 days good standing regarding assessment work before the next assessment work anniversary date. 

 If Crosshair fails to meet any of the obligations set out in section 2, 3 and 10, in order to keep the Option in good standing, the Optionor shall deliver a notice to
Crosshair specifying such failure and Crosshair shall have 30 days following receipt of such notice to make such payments or incur such Eligible Exploration Expenditure (or the applicable portion thereof or to pay the Optionor an amount equal to the
applicable portion of such payment or Eligible Exploration Expenditure) or otherwise remedy such default. If Crosshair fails to make such payment or meet such Eligible Exploration Expenditures or otherwise remedy such default within thirty
(30) days of Crosshair being notified by the Optionor, Crosshair shall be in default of the Option and shall forfeit all interest and rights in the Property and this Agreement. 
 In the event that Crosshair fails to meet the terms or conditions of this Agreement, the Optionor may as reasonably required seek remedy for any expenditures or loss incurred as a result of the default. 
 7. Dropping Claims 
 Crosshair shall, at any time during the Option
Period on or after the completion of the first year exploration expenditures, be permitted to drop up to 50% of the mineral claims comprising the Golden Promise Property. To do so, it must provide written notice of its intention to drop the claims
to the Optionor who shall then have a right for a period of 60 days to acquire the claims. Crosshair further agrees that any dropped claims will be returned to the Optionor with a minimum of 100 days good standing regarding assessment work before
the next assessment work anniversary date. 
 8. Transfer of Property 
  


	 	a.	Upon written request by Crosshair, the Optionor shall deliver to Crosshair in a timely manner duly executed transfers of the appropriate interest in the licenses forming the
Property. 

  

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	 	b.	Crosshair shall be entitled to record such transfers at its own cost with the appropriate government office to effect legal transfer of such interest in the Property into the name
of Crosshair, provided that Crosshair shall hold such interest in the Property subject to the terms of this Agreement, it being understood that the transfer of such legal title to Crosshair prior to the exercise of the Option is for administrative
convenience only. 

  

	 	c.	In the event of such transfer of licenses, Crosshair will provide all relevant claim information, including but not limited to any notices relating to the required payments,
assessment work, or pending notices on such claims or licenses, in a timely manner to the Optionor while the Optionor is operator. 

 9. NSR
Buy Down 
 Upon Crosshair earning an interest in the Property, Crosshair will also earn an equivalent interest in the right of Optionor to buy down any
of the net smelter returns royalties granted in the Underlying Agreements. 
 10. Underlying Agreements 
 Crosshair acknowledges and agrees to be bound by the terms of the Underlying Agreements during the Option Period and to make the cash payments under the Underlying
Agreements required to keep the Underlying Agreements in good standing. Any payments in shares required to be made under the Underlying Agreements will be made by the Optionor. 
 All monies that are held as security deposits with the Newfoundland Government as of the date of this Agreement will be refunded to Optionor upon filing of the required assessment work. 
 For Government grants received for work on the Property, as funded by Crosshair, such reimbursement cheques shall be paid to Crosshair. 
 11. Area of Interest 
 There shall be a prior area of interest (the
“Prior Area of Interest”) that is the same as that described in the Underlying Agreements. There shall also be, for the purposes of this Agreement, an area of interest (“AOI”) that shall include all property within 2km from the
outer boundary of the Property, as constituted at the date hereof. 
 If either party acquires property within the AOI or Prior Area of Interest, whether by
map staking or through a third party, then the acquiring party shall offer the property to the other party for inclusion in the Property subject to the terms of this Agreement. If Crosshair acquires any such property during the Option Period, then
those costs will be credited towards Eligible Exploration Expenditures. If the Optionor acquires property within the AOI or Prior Area of Interest during the Option Period and Crosshair accepts such property as part of the Property with written
notice, then Crosshair shall pay and/or reimburse to the Optionor 100% of the acquisition costs, which shall be credited towards Eligible Exploration Expenditures. 
 The acquiring party shall offer the property within thirty (30) days of formal acquisition to the other party in writing for inclusion in the Property and the other party shall have thirty (30) days from the date of written notice
by the acquiring party to accept the acquired property for inclusion in the Property. For greater certainty, if the other party does not accept the offer in writing within thirty (30) days, the other party shall be deemed not to have accepted
the inclusion of the acquired property for inclusion into the Property. 
  

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 For greater certainty, in the event that the 2km AOI as defined in the Victoria Lake Property Agreement between Rubicon
Minerals Corporation and International Lima Resources Corp. (now Crosshair) on the Victoria Lake Property, NL dated February 14, 2003, overlaps with the AOI defined in this section 11 and shown in Schedule A of this agreement, the Victoria Lake
Property Agreement AOI shall supercede and take precedence. 
 Formal acquisition shall be the issuance date of a licence or licences for a staking
application or the date when an option agreement is fully executed. 
 12. Assignment 
 This Agreement shall inure to the benefit of and be binding upon each party’s assigns and successors. 
 In the event
that either party wishes to assign or sell its interest in this Agreement or the Property, then such party shall offer the other party the right of first offer on its interest. Such right shall be exercisable within 30 days of either party receiving
written notification from the other party of its intention to sell its interest (“Offered Interest”). 
 However, notwithstanding any other term in
this Agreement, in the event that either party should “spin off” their Newfoundland land holdings into a new company (“NfCo”) through Plan of Arrangement or other similar corporate procedure or transaction, then such party may
assign this Agreement to NfCo without the other party’s consent upon the condition that NfCo undertakes in writing to be bound by this Agreement. Crosshair hereby acknowledges that the Optionor is proposing such corporate reorganization as is
outlined in its news release dated November 21, 2005. 
 For greater certainty, nothing contained in the provisions of this section 12 shall prevent any
party from entering into any corporate reorganization, merger, amalgamation, takeover bid, plan of arrangement, or any other such corporate transaction which has the effect of, directly or indirectly, selling, assigning, transferring, or otherwise
disposing of all or a part of the Offered Interest. 
 13. Formal Agreement and Joint Venture 
 In the event that Crosshair fulfills the requirements of the Option and thereby earns an undivided 60% right, title and interest in and to the Property, Crosshair and the
Optionor will be deemed to have formed a joint venture with the initial participating interests therein being Crosshair 60% and the Optionor 40%. The parties agree to use their reasonable best efforts to complete a formal Joint Venture agreement
prior to the end of the Option Period. The formal agreement would include but not be limited to the above terms and shall include those terms and items contemplated in Schedule G. In the event that such contemplated formal agreement is not
completed, this Agreement shall remain in force and effect and the provisions set out in Schedule G shall govern the Joint Venture. 
 14. Confidentiality

 The parties agree to keep all information pertaining to this Agreement and all data and information concerning the Property confidential unless
required by regulatory or similar related disclosure. Subject to applicable law, both Optionor and Crosshair agree to provide the other with a minimum of 48 hours to review any news releases pertaining to this Agreement or the Property. Each party
shall be permitted to make comments on each release, and the other party agrees to take such comments into account before issuing any release. 
  

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 15. Reports 
 If at
any time during the Option Period the Optionor is not the contractor for the exploration programs, Crosshair shall, as Operator, provide monthly summary technical and accounting reports to Optionor. While the Optionor is contractor, it shall furnish
monthly summary reports and accounting reports to Crosshair. 
 16. Notice 
 Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered or if mailed by registered mail in Canada (save and except during the period of any interruption in
the normal postal service within Canada) or sent by prepaid telegram or by telecopier, in the case of the Optionor addressed as follows: 
 Suite 1540 –
800 West Pender Street 
 Vancouver, British Columbia, V6C 2V6 
 Attention: Michael Vande Guchte 
 Telephone No.: 604.623.3333 
 Fax: 604.623.3355 
 Email: mikevg@rubiconminerals.com 
 and in the case of Crosshair addressed as follows: 
 Suite 1240,1140 West Pender Street 
 Vancouver, BC, V6E 4G1 
 Attention: Mark J. Morabito, President 
 Telephone No.: 604.681.8030 
 Fax: 604.681.8039 
 Email: mark@crosshairexploration.com 
 and any notice given as aforesaid
shall be deemed to have been given, if delivered, when delivered, if telecopied, when received, or if mailed, or telegraphed, on the third business day after the date of mailing or telegraphing thereof. Either party may from time to time by notice
in writing change its address for the purpose of this section. 
 17. Counterparts 
 This Agreement, notices and future amendments, if any, associated with it may be signed by facsimile in as many counterparts as may be required. 
 18. Arbitration 
 Any dispute or conflict between the parties concerning this Agreement which cannot be settled by
them shall be submitted firstly to a mutually agreeable mediator who will have no authority to bind the parties and, in the event that mediation efforts are unsuccessful, to a single arbitrator pursuant to the provisions of the Commercial
Arbitration Act (British Columbia) or, if the parties cannot agree upon a single arbitrator, to three arbitrators, one appointed by Crosshair, one appointed by the Optionor and a third appointed by the arbitrators appointed by Crosshair and
the Optionor. Arbitration proceedings shall take place in Vancouver, British Columbia, at such place that the arbitrator or arbitrators shall determine. 
  

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 19. Prior Agreements 
 This Agreement supersedes and replaces all prior agreements between the parties hereto with respect to the Property, which said prior agreements shall be deemed to be null and void upon the execution hereof. 
 20. Governing Law 
 This Agreement will be interpreted in accordance
with the laws of the Province of British Columbia and will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns 
 IN WITNESS WHEREOF the parties hereto have hereunto executed these presents as of the day and year first above written. 
  

	
	RUBICON MINERALS CORPORATION
	
	 /s/ J. GARFIELD MACVEIGH

	 Authorized Signatory

	
	 J. Garfield MacVeigh

	 Chairman of the Board

	
	CROSSHAIR EXPLORATION & MINING CORP.
	
	 /s/ MARK J. MORABITO

	 Authorized Signatory


  

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