<PAGE>

                                                                    EXHIBIT 4.27



                                 MFC BANCORP LTD
                                ("THE PURCHASER")

                                       AND

                            NEWMONT AUSTRALIA LIMITED
                                   ("NEWMONT")

                                       AND

                             NEWMONT LASOURCE S.A.S
                                     ("NLS")



--------------------------------------------------------------------------------

                              SHARE SALE AGREEMENT

                              BANFF RESOURCES LTD.

--------------------------------------------------------------------------------







                                   KELLY & CO
                                     LAWYERS
                             91 King William Street
                                ADELAIDE SA 5000
                               Tel: (08) 8205 0800
                               Fax: (08) 8205 0805
                                 DX 301 Adelaide
                                 Ref: AGC/203631





<PAGE>

THIS AGREEMENT IS made the 7th day of August, 2002

PARTIES:

NEWMONT AUSTRALIA LIMITED (ABN 80 009 295 765) of 100 Hutt Street ADELAIDE SA
5000 (NEWMONT)

NEWMONT LASOURCE S.A.S a company incorporated in accordance with the laws of
France of 42 Avenue de la Grande Armee, Paris, France (NLS),

MFC BANCORP LTD a company organized under the laws of the Yukon Territory,
Canada (MFCB) of Millenium Tower, Handelskai 92-94, CHA-1200 Vienna, Austria,
(PURCHASER)


RECITALS

A.   Banff Resources Ltd. is a company organised under the laws of the Yukon
     Territory, Canada and listed on the TSX Venture Exchange as a Tier 1
     Company;

B.   NLS is a wholly owned subsidiary of Newmont and is the registered holder of
     the Banff Shares which represent 85.3% of the issued shares of Banff;

C.   Banff's principal asset is a 63% interest in Kasese Cobalt Company Limited
     (KCCL) a company incorporated under the laws of Uganda;

D.   NLS is owed money by Banff;

E.   KCCL is the owner and operator of the Kasese Cobalt Mine located at Kasese,
     Uganda;

F.   The Purchaser, NLS and Newmont acknowledge that Banff purports to have an
     option to acquire a 65% interest in the Kilembe Tailings Project from
     Kilembe Mines Limited the validity and enforceability of which is disputed
     by Kilembe Mines Limited; and

G.   Newmont and NLS have agreed to sell, and the Purchaser agreed to purchase,
     the Banff Shares and the Shareholder Loans, on the terms and conditions
     specified in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, and subject to and on the terms and conditions herein set
forth, the parties hereto covenant and agree as follows:

1.   INTERPRETATION

1.1  DEFINITIONS

     In this Agreement, including the recitals hereto, unless the context
     otherwise requires:
<PAGE>
                                       2


     AFFILIATE with respect to any person means any other person directly or
     indirectly controlling, controlled by or under common control with that
     person. The term "control" as used in the preceding sentence means, with
     respect to a corporation, the right to exercise, directly or indirectly,
     50% or more of the voting rights attributable to the shares of the
     controlled corporation and, with respect to any person other than a
     corporation, the possession, directly or indirectly, of the power to direct
     or cause the direction of the management or policies of such person;

     AGREED ADJUSTMENTS means the adjustments to the balance sheet of KCCL
     agreed upon by the Purchaser and Newmont as set forth in the "Agreed
     Adjustments" column in the Indicated Balance Sheet;

     ANGLETON means Angleton Enterprises Corp. a company organized under the
     laws of the British Virgin Islands;

     BANFF means Banff Resources Ltd.;

     BANFF SHARES means 55,210,984 shares in Banff;

     BUSINESS DAY means any day other than a Saturday, a Sunday or a day on
     which banks in Vancouver, British Columbia are authorized or obligated by
     law to close;

     CLOSING BALANCE SHEET means a balance sheet of KCCL prepared as at 31 July
     2002 in accordance with GAAP;

     COMPLETION means completion of the transactions contemplated by this
     Agreement;

     COMPLETION DATE means the later of:

     (i)  the day after written notice by the Parties to each other of the
          satisfaction or waiver of the conditions in clause 2.1(a), (b) and
          (c); or

     (ii) 7 August 2002,

     or such other date as may be mutually agreed upon by the Parties hereto;

     EFFECTIVE DATE means 1 July 2002;

     ENCUMBRANCE includes any and all encumbrances including options, mortgages,
     pledges, charges, debentures, liens, assignments, hypothecations, security
     interests, title retentions, preferential rights, court orders, trust
     arrangements and any other legal or equitable interests or claims;

     GAAP means generally accepted accounting principles of the United States of
     America consistently applied;

     INDICATED BALANCE SHEET means the balance sheet of KCCL prepared in
     accordance with GAAP as at June 30, 2002 attached as Appendix "A" hereto;

     KASESE COBALT MINE means the cobalt processing plant located at Kasese,
     Uganda
<PAGE>
                                       3


     owned and operated by KCCL for processing tailings from the former Kilembe
     mine;

     KCCL DEBT PURCHASE AGREEMENT means the agreement executed at or about the
     time of this Agreement between Newmont, NLS, and Angleton relating to the
     sale and purchase of certain debts of, and securities granted by, KCCL
     therein called Senior Debt, Shareholders Loans and Senior Debt Security;

     LITIGATION means the actual and potential claims and disputes (whether or
     not legal proceedings have been commenced or demands have been made)
     between:

     (a)  KCCL and its contractors, suppliers and consultants (including Le
          Bureau de Recherches Geologiques et Minieres ("BRGM")) engaged in the
          development, design and construction of the Kasese Cobalt Mine
          processing facilities and associated infrastructure because of which
          KCCL has claims against such contractors, suppliers and consultants
          including claims for breach of contract and breach of duty of care and
          in certain cases such contractors, suppliers and consultants have
          notified KCCL of claims and counterclaims arising from the
          development, design and construction of the Kasese Cobalt Mine
          processing facilities and associated infrastructure; and

     (b)  between KCCL and any insurer of KCCL or insurance broker used in
          arranging insurance of KCCL in respect of business interruption
          arising from machinery breakdown or damage occurring prior to the
          Effective Date because of which KCCL has claims against such insurers
          or brokers; and

     (c)  between KCCL and insurers of such contractors, suppliers and
          consultants in respect of professional negligence of such contractors,
          suppliers or consultants because of which KCCL has claims against such
          insurers,

     but excluding any claim or dispute arising from acts or omissions of any
     person occurring after Completion;

     MINE CLOSURE COSTS means the cost of closing down and rehabilitating the
     Kasese Cobalt Mine site following closure of that mine in accordance with
     its current mine plan;

     MINING OPERATIONS means the Kasese Cobalt Mine and/or Kilembe Tailings
     Project;

     NET WORKING CAPITAL means the current assets of KCCL less current
     liabilities of KCCL as set forth in a balance sheet prepared in accordance
     with GAAP;

     PARTIES means the parties to this Agreement;

     ROYALTY AGREEMENT means an agreement between Newmont, NLS and the Purchaser
     pursuant to which the Purchaser will grant to NLS a royalty in the form
     attached hereto as Appendix B;

     SHAREHOLDER LOANS means any and all amounts due, owing or accruing from
     Banff to NLS or its Affiliates as at the date of Completion, which totalled
     $11,430,667 as at 30 June 2002;
<PAGE>
                                       4


     SPECIFIED LIABILITIES means all amounts due or payable by or liabilities of
     KCCL and its Affiliates as at the date of Completion for cobalt and
     limestone royalties and to the Ugandan Electricity Board for electrical
     supply;

     TAILINGS PIPELINE PROJECT means the current project of KCCL to build and
     bring into operation an approximately 8 km tailings outflow pipeline
     replacement;

     TRADE LIABILITIES means all staff and external creditor liabilities of KCCL
     as at the Effective Date other than liabilities: (i) arising out of the
     Litigation (but not being legal or consultants fees for past services in
     connection with any of the Litigation); and (ii) to Newmont, NLS and their
     Affiliates, officers and directors;

     VENDOR means either Newmont and/or NLS as the case may be and "VENDORS"
     means either or both of them; and

     WARRANTY means each of the warranties and representations made by Newmont
     and NLS contained in schedule 2 to this Agreement;

1.2  INTERPRETATION

     In this Agreement, unless the context otherwise requires:

     (a)  a reference to any document is a reference to that document as varied,
          novated or replaced from time to time;

     (b)  the singular includes the plural and vice versa;

     (c)  a reference to a gender includes all other genders;

     (d)  the use of the word "including" shall not imply any limitation;

     (e)  a reference to a thing includes all or any part of it;

     (f)  where a word or phrase is defined, its other grammatical forms have a
          corresponding meaning;

     (g)  a reference to a person or entity includes a natural person, a
          partnership, corporation, trust, association, an unincorporated body,
          authority or other entity;

     (h)  a reference to a person includes that person's legal personal
          representative, successors and permitted assigns;

     (i)  a term which purports to bind or benefit two or more persons binds or
          benefits them jointly and severally;

     (j)  a reference to a statute, ordinance, code or other law includes
          regulations and other instruments issued under it and consolidations,
          amendments, re-enactments or replacements of any of them;

     (k)  a reference to DOLLARS or $ is to an amount in United States of
          America currency.
<PAGE>
                                       5


     (l)  a reference to time is to local time in Vancouver, Canada;

     (m)  a reference to a clause, schedule or annexure is a reference to a
          clause of, or schedule or annexure to this Agreement; and

     (n)  headings have been inserted for convenience only and shall not affect
          the interpretation of this Agreement.

2.   CONDITIONS PRECEDENT

2.1  CONDITIONS

     Completion of this Agreement is subject to satisfaction of each of the
     following conditions:

     (a)  Banff obtaining any regulatory or shareholder approvals necessary
          under the laws of Canada in respect of the transactions contemplated
          by this Agreement;

     (b)  KCCL obtaining any regulatory board or shareholder approvals necessary
          under the laws of Uganda or its constituent documents in respect of
          the transactions contemplated by this Agreement;

     (c)  Newmont and the Purchaser obtaining an expression of support by the
          Ugandan Government for the transactions contemplated by this
          Agreement;

     (d)  Newmont, NLS and Angleton entering into the KCCL Debt Purchase
          Agreement;

     (e)  International Finance Corporation ("IFC") and Societe De Promotion Et
          De Participation pour la Cooperation Economique SA ("Proparco") each
          entering into an agreement with the Purchaser to sell all of their
          shares in KCCL to the Purchaser for the sum of US$1.00 each at
          Completion; and

     (f)  Completion occurring under the KCCL Debt Purchase Agreement.

2.2  REASONABLE ENDEAVOURS

     The Parties agree to use their respective reasonable endeavours to ensure
     that the conditions precedent in clause 2.1 are satisfied prior to 7 August
     2002.

2.3  BENEFIT OF CONDITIONS

     The conditions precedent in clause 2.1(a) and (b) are for the benefit of
     Newmont and NLS and may only be waived by Newmont and NLS. The condition
     precedent in clause 2.1(e) is for the benefit of the Purchaser and may only
     be waived by the Purchaser and the conditions precedent in clauses 2.1(c),
     (d) and (f) are for the mutual benefit of both Newmont and the Purchaser
     and may only be waived by both of them. Each Party hereto shall promptly
     give written notice to the other Party upon satisfaction or waiver of any
     of the conditions in clause 2.1 which are for its benefit.

2.4  FAILURE TO MEET CONDITIONS
<PAGE>
                                       6


     If the conditions precedent are not satisfied by 30 September 2002, then,
     except for clauses 14, 15.10, 15.11 and 15.13 and any rights or liabilities
     a party may have for prior breach of this clause 2 of this Agreement shall
     terminate and have no further effect.

3.   SALE OF SHARES

3.1  SALE AND PURCHASE OF SHARES

     On Completion, with effect from the Effective Date, Newmont shall procure
     that NLS, and NLS shall, as the legal and beneficial owner sell and
     transfer to the Purchaser and the Purchaser agrees to buy from NLS, the
     Banff Shares free from any Encumbrance or third party interest and with all
     benefits, rights and entitlements (including dividend rights) attached or
     accruing to them on and from the Effective Date, for the Sale Price as set
     forth in clause 3.3 and otherwise on the terms and conditions of this
     Agreement.

3.2  TITLE AND RISK

     Title to and property and risk in the Banff Shares:

     (a)  remains with NLS until Completion; and

     (b)  passes to the Purchaser on and from Completion.

3.3  SALE PRICE

     The Sale Price for the Banff Shares shall be $1.00 payable to NLS.

4.   COMPLETION

4.1  TIME AND PLACE OF COMPLETION

     Completion will occur on the Completion Date at the offices of Sangra,
     Moller, 1000-925 West Georgia Street, Vancouver, British Columbia, Canada,
     V6C 3L2 at 4:00 pm (Pacific Standard Time), or on such other date and time
     as agreed to in writing by the Parties.

4.2  DELIVERIES

     At Completion:

     (a)  the Purchaser shall pay to NLS or as NLS directs the Sale Price in
          clear funds;

     (b)  the Purchaser, Newmont and NLS will enter into the Royalty Agreement;

     (c)  the Vendors will procure that its nominees on the board of Banff and
          on the board of KCCL resign and are replaced with nominees of the
          Purchaser;

     (d)  the Vendors will:
<PAGE>
                                       7


          (i)   subject to clause 4.2(e)(ii), deliver to the Purchaser
                possession or control of the following: (1) files, documents,
                papers, contracts, agreements, legal descriptions, open books
                of account or ledgers and documentation in support thereof used
                or useful in the operation of the Mining Operations, and (2) all
                other information, whether in writing, on computer diskette or
                other form or medium, that pertains to the use or ownership
                of the assets utilized in the Mining Operations, Banff or
                the Banff Shares;

          (ii)  as soon as is reasonably practicable after the Completion Date,
                deliver to the Purchaser possession or control of all items in
                the immediately above subclause that Newmont and NLS were unable
                to deliver at Completion; and

          (iii) deliver to the Purchaser possession of all share registers,
                minute books and corporate books and records for Banff in the
                possession or control of Newmont or NLS or any of their
                Affiliate.

     (e)  Newmont will, in form and substance satisfactory to the Purchaser
          acting reasonably, provide sufficient documentation to:

          (i)   evidence that those matters specified in this Agreement as being
                required to occur prior to or at Completion have occurred; and

          (ii)  enable the Banff Shares and the Shareholder Loans to be duly
                assigned, transferred to and registered in the Purchaser's name
                in accordance with applicable laws; and

     (f)  concurrently with the sale and transfer of the Banff Shares pursuant
          to clause 3.1 hereof, and as a condition thereof, IFC and Proparco
          shall assign and transfer all of their shares of KCCL to the Purchaser
          or its order for the sum of $1.00 each.

4.3  INTERDEPENDENCY

     The obligations of the Parties in respect of Completion under this
     Agreement and completion under the KCCL Debt Purchase Agreement are
     interdependent. All things or actions required to be done at Completion
     under this Agreement and at completion under the KCCL Debt Purchase
     Agreement will be treated as having taken place simultaneously and (unless
     all of the Parties agree in writing to the contrary) no delivery or payment
     will be treated as having been made until all deliveries and payments due
     to be made at Completion under this Agreement and completion under the KCCL
     Debt Purchase Agreement have been made. Completion under this Agreement and
     completion under the KCCL Debt Purchase Agreement will be taken for all
     purposes not to have occurred unless and until all those deliveries and
     payments have been made unless all of the Parties agree in writing to the
     contrary.

4.4  RESCISSION RIGHTS

     If Completion does not occur on the Completion Date as the result of a
     default by one of the Parties hereto, then, subject to clause 4.5 hereof,
     the non-defaulting Party or Parties
<PAGE>
                                       8


     may, by not less than twenty one days written notice to the defaulting
     Party setting forth such default and requesting such defaulting Party to
     remedy the default, rescind this Agreement without prejudice to any other
     rights, powers or remedies at law, equity or otherwise the Parties may
     have. If the KCCL Debt Purchase Agreement is rescinded, this Agreement
     shall be taken to have automatically been rescinded also in accordance with
     this clause.

4.5  NOTICE OF RESCISSION

     If a notice is duly given under clause 4.4 and:

     (a)  the defaulting Party or Parties do not rectify the breach specified in
          such notice before the expiry of the twenty-one day period in such
          notice; and

     (b)  Completion does not occur before the expiry of the period of notice
          given then at the expiry of that period of notice,

     then at the expiry of that period of notice this Agreement will be at an
     end and of no further force or effect save that the rights of the Party or
     Parties not in default and the liability of the Party or Parties in default
     for breach of this Agreement and loss of the benefit of this Agreement will
     continue unaffected.


4.6  NEWMONT'S AND NLS' OBLIGATIONS UNTIL REGISTRATION

     After Completion and until the Banff Shares are registered in the name of
     the Purchaser or its nominee, Newmont shall procure NLS and NLS must
     convene and attend general meetings of Banff, vote at those meetings and
     take all other action in the capacity of registered holder of the Banff
     Shares as the Purchaser may lawfully require from time to time by written
     notice.

5.   LIABILITIES OF BANFF

5.1  SHAREHOLDER LOANS

     At Completion and concurrently with the sale and transfer of the Banff
     Shares pursuant to clause 3.1 hereof, NLS shall and Newmont shall procure
     that NLS shall assign to the Purchaser, or its order, and the Purchaser
     agrees to the assignment of:

     (a)  all of the Shareholder Loans free from any Encumbrance or third party
          interest and with all benefits, rights and entitlements attached or
          accruing thereto as at the Effective Date; and

     (b)  any and all Encumbrances held by Newmont or NLS or any of their
          respective Affiliates over the assets of Banff;

     For the avoidance of doubt, except as set forth in this Agreement, nothing
     in this clause shall be taken to entitle the Purchaser, or Banff to seek
     contribution or payment from Newmont or NLS or their respective Affiliates
     under any guarantee, indemnity, agreement or covenant given either alone or
     jointly with Banff or any other person.
<PAGE>
                                       9


5.2  EXCLUSION OF LIABILITIES

     For the avoidance of doubt, the following liabilities will remain with KCCL
     following Completion:

     (a)  all Trade Liabilities;

     (b)  all liabilities which have arisen or arise out of the Litigation; and

     (c)  all Mine Closure Costs.

5.3  SPECIFIED LIABILITIES

     Newmont shall be solely liable for the Specified Liabilities and, unless
     agreed otherwise between the Purchaser and Newmont, at, before, or as soon
     as reasonably practicable after Completion, shall pay to the relevant
     creditors in cash the amount of the Specified Liabilities due to them or as
     accepted by the relevant creditors in full satisfaction, provided that, if
     the amounts are not determinable, the amounts to be paid on, before, or as
     soon as reasonably practicable after Completion shall be equal to the
     amounts shown on KCCL's financial statements as at 30 June 2002 and
     adjusted to the actual amount of the relevant Specified Liability within 30
     days of Completion.

6.   LITIGATION

     (a)  Newmont and the Purchaser agree that Newmont shall have the right to
          prosecute, institute, settle or compromise the Litigation in the name
          of KCCL and the right and obligation to defend, settle or compromise,
          in good faith, any and all claims or counterclaims that may be brought
          by contractors, suppliers, consultants, and insurers against KCCL, the
          Purchaser, their Affiliates and their respective directors and
          officers arising out of the Litigation provided that Newmont shall use
          all commercially reasonable efforts to at all times keep the Purchaser
          and KCCL reasonably informed on all matters relating to the
          Litigation.

     (b)  Newmont shall be solely entitled to and shall retain the proceeds and
          benefit of KCCL's claims arising out of the Litigation and shall be
          responsible for any indebtedness or liability of KCCL, the Purchaser,
          their Affiliates and their respective officers and directors in
          respect of any successful claims or counterclaims brought by such
          contractors, suppliers, consultants and insurers arising out of the
          Litigation and for all of the costs of the prosecution, settlement,
          compromise or defence of any Litigation.


     (c)  Newmont agrees to indemnify and to hold the Purchaser and KCCL
          harmless against all and any claims and counterclaims that may be
          brought against KCCL, Banff, the Purchaser, their Affiliates and their
          respective officers and directors in connection with or arising,
          directly or indirectly, out of the Litigation, the costs of that
          Litigation and the actions, deeds or inactions of the Seconded
          Personnel (as hereinafter defined).
<PAGE>
                                       10


     (d)  The Purchaser agrees to do all things necessary and commercially
          reasonable to procure KCCL to enable Newmont to prosecute, institute
          defend, settle or compromise the Litigation in the name of KCCL and
          have the benefit and burden of the Litigation as contemplated in this
          clause 6 including but not limited to, as may be necessary and legally
          permissible:

          (i)   the secondment of up to two Newmont personnel (the "Seconded
                Personnel") to the employ of KCCL (at Newmont's expense) or the
                appointment of a Newmont nominee as a director without voting
                rights or other officer of KCCL for the sole purpose of
                prosecuting, instituting, defending, settling or compromising
                the Litigation;

          (ii)  giving access to or making available all books and records of
                KCCL including the copying of such books and records as Newmont
                may reasonably request; and

          (iii) granting access to the Kasese Cobalt Mine to such persons as
                Newmont may reasonably request for the purposes of inspection,
                gathering evidence and conducting tests at reasonable times and
                in a reasonable manner without any interference with the
                operation of the Kasese Cobalt Mine.

     (e)  The Purchaser must use all commercially reasonable efforts to procure
          that KCCL acts in accordance with the lawful directions of Newmont
          given from time to time in connection with the Litigation and does not
          settle, compromise, abandon or make any admission in connection with
          any of the Litigation without Newmont's written consent or direction.

     (f)  Subject to paragraph (g) below, any performance or security bonds or
          guarantees provided to or in favour of KCCL by or on behalf of
          contractors, suppliers, consultants or insurers of KCCL that are in
          dispute with KCCL shall be for the benefit of Newmont and may only be
          dealt with as Newmont directs in writing and if any proceeds of any
          such bonds or guarantees are received whether before or after
          Completion, such proceeds must be paid to Newmont as soon as possible
          after receipt of same by KCCL, Banff or the Purchaser or applied as
          Newmont directs in writing.

     (g)  The Parties acknowledge that KCCL has called on a performance bond
          provided by Fritz Werner and that an amount of approximately Euro
          370,665 is in a Euro denominated bank account in Kampala in the name
          of KCCL in respect of such performance bond. To the extent that KCCL
          is entitled to the proceeds from the performance bond provided by
          Fritz Werner, KCCL may apply up to $260,000 of such proceeds to
          rectification works at the Kasese Cobalt Mine. The application of the
          said $260,000 by KCCL prior to it being finally determined or agreed
          with Fritz Werner that KCCL is entitled to such proceeds shall be
          entirely at the risk of the Purchaser, Banff and KCCL. Newmont shall
          not be liable to KCCL, Banff or the Purchaser in any respect including
          but not limited to the indemnity provided by Newmont pursuant to
          clause 6(c), arising from the application of the said
<PAGE>
                                       11


          $260,000 by KCCL, Banff or the Purchaser prior to it being finally
          determined or agreed that KCCL is entitled to such proceeds.

7.   CLOSING BALANCE SHEET ADJUSTMENTS

     (a)  Forthwith after Completion, the Purchaser shall cause KCCL to prepare
          and deliver the Closing Balance Sheet to each of the Purchaser and
          NLS. If the Net Working Capital disclosed by the Closing Balance Sheet
          after giving effect to the Agreed Adjustments to the extent not
          already taken into account is less than the Net Working Capital on the
          Indicated Balance Sheet after giving effect to the Agreed Adjustments,
          NLS shall pay an amount equal to the difference to KCCL as an addition
          to the Shareholder Loans forthwith upon delivery of the Closing
          Balance Sheet to it by KCCL. If the Net Working Capital disclosed by
          the Closing Balance Sheet after giving effect to the Agreed
          Adjustments to the extent not already taken into account is higher
          than the Net Working Capital on the Indicated Balance Sheet after
          giving effect to the Agreed Adjustments, the Purchaser shall cause
          KCCL to pay the difference in clear funds to NLS forthwith upon
          receipt of the Closing Balance Sheet.


     (b)  For the avoidance of doubt, the Purchaser acknowledges that if
          Completion occurs after 31 July 2002 and the Net Working Capital of
          KCCL deteriorates or improves by comparison to the Net Working Capital
          disclosed in the Closing Balance Sheet, no further adjustment is to be
          made and none of NLS, Newmont or their respective Affiliates are under
          no obligation to fund KCCL after 31 July 2002 other than by payment of
          the difference (if any) pursuant to clause 7(a).

8.   KCCL AGREEMENTS WITH NEWMONT

     At the request of the Purchaser from time to time, at Completion and
     thereafter, Newmont shall and shall procure the discharge and termination
     (without cost or expense to KCCL, Banff or their Affiliates) by Newmont and
     its Affiliates of such agreements, contracts and obligations among Newmont
     and/or its Affiliates (on the one hand) and KCCL, Banff and/or their
     Affiliates (on the other hand) provided that in respect of a shareholder's
     agreement between KCCL and NLS made the 17th day of July, 1997, Newmont
     may, at its election, instead of terminating it as aforesaid indemnify and
     save harmless KCCL and its Affiliates from any and all costs, fees,
     expenses, claims or damages in respect thereof. The Purchaser agrees to
     procure KCCL's cooperation in any arrangements contemplated by this clause.

9.   ROYALTY

9.1  ROYALTY CONSIDERATION

     At Completion, in consideration of NLS assigning the Shareholder Loans and
     Encumbrances therefor to the Purchaser pursuant to clause 5.1 hereof, the
     Purchaser will grant a royalty to NLS on the terms of the Royalty
     Agreement.
<PAGE>
                                       12


10.  TRANSITION

10.1 MANAGEMENT ASSISTANCE

     (a)  For the period from Completion until the earlier of three (3) months
          after Completion or until the Purchaser or KCCL has engaged
          satisfactory replacement employees or contractors as may be required
          to manage the Mining Operations in the ordinary course and consistent
          with its operation prior to the Effective Date, Newmont must:

          (i)   make available to KCCL such Newmont employees as are working at
                the Mining Operations on Completion Date;

          (ii)  supply any necessary staff required by the Purchaser or KCCL due
                to the resignation of existing personnel at the Mining
                Operations;

          (iii) during any period that the Mining Operations is on a care and
                maintenance basis, assist in the recruitment of any necessary
                expatriate replacement employees or contractors involved in the
                care and maintenance program of the Mining Operations which the
                Parties estimate will be three people.

     (b)  Newmont must cooperate with KCCL in the recruiting and management of
          staff of KCCL and must assist KCCL in the recruitment of a start up
          crew of expatriate employees or contractors when operations recommence
          at the Mining Operations, such assistance being in the form of:

          (i)   general advice and recommendations;

          (ii)  referrals of possible candidates; and

          (iii) review and comment on KCCL selections and provide comments on
                capabilities of candidates if the candidate is known to Newmont.

     (c)  The Purchaser must procure KCCL to pay the actual costs of Newmont,
          incurred in the ordinary course and consistent with past practice, in
          providing the services referred to in clauses 10.1(a) and (b),
          including actual salary, wages and associated amounts such as annual
          leave, workers insurance and travel and accommodation of those Newmont
          employees seconded to KCCL and any other out of pocket costs and
          expenses actually incurred by Newmont plus a margin of 15% to cover
          overheads. Newmont may invoice monthly for such amounts and such
          amounts must be paid within 14 days of receipt of the invoice.

     (d)  The Purchaser shall indemnify and keep indemnified Newmont in respect
          of any claims, costs and expenses of third parties including KCCL
          incurred by Newmont in providing the services referred to in this
          clause 10.1, other than those resulting from the wilful misconduct or
          bad faith of Newmont and/or its personnel providing the services
          referred to in this clause 10.1;
<PAGE>
                                       13


     (e)  Newmont shall not be liable to the Purchaser, KCCL or any other person
          for any loss, claim, action or demand arising from any act or omission
          of any person provided by Newmont to provide the services under this
          clause 10.1, and the Purchaser hereby releases and shall procure KCCL
          releases Newmont in respect of any such action, liability, claim or
          demand.

10.2 SECURITY

     The Purchaser will use all commercially reasonable efforts to procure KCCL
     to continue to retain Gray's Security to provide security at the Kasese
     Cobalt Mine in the manner and on the terms it is currently providing
     security, until completion of the Purchaser's program to place the Kasese
     Cobalt Mine in care and maintenance.

11   CONTINUED OPERATIONS

11.1 CARE AND MAINTENANCE

     If, during the period of time after Completion and the first anniversary
     thereof, operations cease at the Kasese Cobalt Mine and it is put on a care
     and maintenance footing:

     (a)  the Purchaser shall use all commercially reasonable efforts to cause
          KCCL to procure that as many as possible Ugandan nationals employed at
          Kasese Cobalt Mine remain employed for the maximum possible time at no
          less than 3 days per week;

     (b)  the Purchaser shall use all commercially reasonable efforts to procure
          KCCL's working capital is applied towards funding the care and
          maintenance of the Kasese Cobalt Mine; and

     (c)  if the trailing average cobalt price for 60 days exceeds US$12 per
          pound then the Purchaser shall use all commercially reasonable efforts
          to procure that processing operations recommence at Kasese Cobalt
          Mine.

11.2 CONTINUING OBLIGATION

     The Purchaser acknowledges and agrees that no action or omission by
     Angleton whether in compliance with or in breach of the KCCL Debt Purchase
     Agreement shall relieve the Purchaser of its obligations pursuant to clause
     11.1 and the Purchaser shall indemnify the Vendors against any claim, loss,
     action, costs or demand suffered by the Vendors arising from the Purchaser
     not complying with its obligations pursuant to clause 11.1 hereof as a
     result of a breach by Angleton of its obligations under the KCCL Debt
     Purchase Agreement.

11.3 TAILINGS PIPELINE PROJECT

     Newmont shall indemnify and save harmless KCCL and its Affiliates from all
     costs, expenses and claims in excess of US$55,000 in respect of completing
     the Tailings Pipeline Project in a good, workmanlike and professional
     manner and having it operational in a manner satisfactory to KCCL, acting
     reasonably. The Parties hereto agree that KCCL shall be considered to be a
     party in interest for the purposes of this clause 11.3, and in connection
     therewith KCCL shall
<PAGE>
                                       14


     and shall be deemed to have been conferred all of the rights and remedies
     available under this clause, and that following Completion, either KCCL in
     its own name or the Purchaser (but without duplication) in its own name or
     in the name of KCCL, may enforce any and all claims, rights and benefits
     set forth in this clause 11.3 against Newmont. Newmont shall not be obliged
     by this clause to pay any amount that is the obligation of KCCL to pay,
     which amount arises due to any material variation, delay, extension of time
     or amendment under or of the contract for the Tailings Pipeline Project
     arising or agreed to after Completion.

12.  WARRANTIES

12.1 WARRANTIES BY NEWMONT AND NLS

     Newmont and NLS hereby jointly and severally represent, warrant and
     undertake to the Purchaser that each of the Warranties is complete and
     accurate on the date of this Agreement and will be complete and accurate at
     the Completion Date as if made on each of those dates and in the same
     terms.

12.2 PURCHASER WARRANTIES

     The Purchaser warrants and represents to Newmont and NLS that at the date
     of this Agreement:

     (a)  the execution and delivery of this Agreement has been properly
          authorised by all necessary corporate action by the Purchaser;

     (b)  the Purchaser has full corporate power and lawful authority to execute
          and deliver this Agreement and to consummate and perform or cause to
          be performed its obligations under this Agreement;

     (c)  this Agreement constitutes a legal, valid and binding obligation of
          the Purchaser enforceable in accordance with its terms (subject to the
          discretion of Courts as to equitable remedies and laws relating to
          creditors rights generally);

     (d)  it is able to pay its debts as and when they fall due; and

     (e)  the Purchaser had net assets of at least CDN $5,000,000 as shown in
          its most recently prepared financial statements.

12.3 CONSTRUCTION OF WARRANTIES

     Each Warranty is independent of the other Warranties and any other
     representation made under or in respect of this Agreement and accordingly
     is not affected by any of them.

12.4 LIMITATION OF LIABILITY

     The Purchaser is only entitled to a claim against the Vendors in respect of
     any breach of this Agreement by the Vendors if the amount of all claims, in
     the aggregate, exceed $US100,000, in which event the Vendors shall be
     liable for all claims,
<PAGE>
                                       15


     including those counted to arrive at such $US100,000, provided that such
     limitation will not apply to claims by the Purchaser as a result of: (a)
     any breach of the Warranty set forth in clause 5(b) of Schedule 2 to this
     Agreement; (b) any breach of the Vendors' covenants and obligations set
     forth in clause 4.2(c) of this Agreement; and (c) any breach resulting from
     the willfull misconduct, bad faith or gross negligence of the Vendors or
     any of them, for which in each case of (a), (b) or (c) above recovery by
     the Purchaser shall be on a dollar for a dollar basis.

13.  PURCHASER ACKNOWLEDGMENTS

     The Purchaser hereby expressly acknowledges and agrees with Newmont and NLS
     as follows:

     (a)  no warranties, representations, assurances or conditions (other than
          are herein contained) are given by Newmont or NLS or their respective
          Affiliates and all other warranties, representations, assurances and
          conditions are excluded and negatived to the extent permissible at
          law;

     (b)  the Purchaser has agreed to purchase the Banff Shares as a result of
          the Purchaser's own investigations and enquiries and in so doing has
          not relied upon any warranty, representation or assurance given by or
          on behalf of Newmont or NLS or any of their respective Affiliates
          other than those herein contained; and

     (c)  the Purchaser has been informed that Banff is not presently in
          compliance with Tier 1 Tier Maintenance Requirements of the TSX
          Venture Exchange and that failure to meet such requirements may lead
          to the downgrading of Banff to Tier 2 status or suspension from
          trading on the TSX Venture Exchange.

14.  CONFIDENTIALITY

     The Parties must maintain absolute confidentiality concerning the existence
     and terms of this Agreement and no public announcement or communication
     relating to the negotiations of the Parties or the existence, subject
     matter or terms of this Agreement may be made or authorised by or on behalf
     of a Party without the prior written approval of the other Parties except
     that a Party may make such disclosures in relation to this Agreement as it
     may in its absolute discretion think necessary:

     (a)  to its shareholders, staff (including contract staff), professional
          advisers and financiers upon those persons undertaking to keep
          confidential any information so disclosed; or

     (b)  to comply with any applicable law or the requirement of any regulatory
          body (including any relevant stock exchange or NASDAQ) providing that
          it shall use reasonable efforts to permit the other Party to review
          and comment on any proposed releases; or

     (c)  for inclusion in any document inviting capital to be invested in that
          Party or a related body corporate; or
<PAGE>
                                       16


     (d)  as may reasonably be required in order to satisfy any of the
          conditions precedent in clause 2.1.

15   GENERAL

15.1 AMENDMENT

     This Agreement may only be amended or supplemented in writing, signed by
     the Parties.

15.2 WAIVER

     The non-exercise of or delay in exercising any power or right of a Party
     does not operate as a waiver of that power or right, nor does any single
     exercise of a power or right preclude any other or further exercise of it
     or the exercise of any other power or right. A power or right may only be
     waived in writing, signed by the Party to be bound by the waiver.

15.3 ENTIRE AGREEMENT

     This Agreement including the exhibits and schedules hereto contains the
     entire agreement between the Parties with respect to the subject matter
     hereof and supercedes all prior agreements and understandings, oral or
     written, with respect to such matters.

15.4 SEVERABILITY

     Any provision in this Agreement which is invalid or unenforceable in any
     jurisdiction is to be read down for the purposes of that jurisdiction, if
     possible, so as to be valid and enforceable, and is otherwise capable of
     being severed to the extent of the invalidity or unenforceability, without
     affecting the remaining provisions of this Agreement or affecting the
     validity or enforceability of that provision in any other jurisdiction,
     unless it materially alters the nature or any material term of this
     Agreement.

15.5 NO ASSIGNMENT

     No Party may assign or transfer any of its rights or obligations under this
     Agreement without the prior consent in writing of all the other Parties.

15.6 NO MERGER

     No provision of this Agreement:

     (a)  merges on or by virtue of Completion; or

     (b)  is in any way modified, discharged or prejudiced by reason of any
          investigations made or information acquired by or on behalf of the
          Purchaser.
<PAGE>
                                       17


15.7  FURTHER ASSURANCE

      Each Party must do, sign, execute and deliver and must procure that each
      of its employees and agents does, signs, executes and delivers, all deeds,
      documents, instruments and acts reasonably required of it or them by
      notice from another Party to effectively carry out and give full effect to
      this Agreement and the rights and obligations of the Parties under it,
      both before and after Completion.

15.8  COUNTERPARTS

      This Agreement may be executed in any number of counterparts and all of
      those counterparts taken together constitute one and the same instrument.

15.9  ATTORNEYS

      Each attorney who executes this Agreement on behalf of a Party declares
      that the attorney has no notice of the revocation or suspension of the
      power of attorney under the authority of which the attorney executes this
      Agreement.

15.10 GOVERNING LAW

      This Agreement shall be governed exclusively by the laws of the Province
      of British Columbia, and the federal laws of Canada applicable therein
      without giving effect to any choice or conflict of law provision or rule
      (whether of the Province of British Columbia or any other jurisdiction)
      that would cause the application of the laws of any jurisdiction other
      than the laws of the Province of British Columbia, and the federal laws of
      Canada applicable therein, and the Parties irrevocably submit to the
      non-exclusive jurisdiction of the Supreme Court of British Columbia,
      situate in Vancouver.

15.11 COSTS GENERALLY

      Each Party must bear and is responsible for its own costs in connection
      with the preparation, execution, Completion and carrying into effect of
      this Agreement.

15.12 TAXES AND STAMP DUTY

      The Purchaser must bear and is responsible for all transaction taxes,
      stamp duty or other government impost imposed on or in respect of:

      (a)  this Agreement;

      (b)  the sale, purchase, assignment or transfer of any property under this
           Agreement; and

      (c)  any instrument or transaction contemplated by this Agreement.

15.13 NOTICES

      The provisions of schedule 1 apply to Notices.
<PAGE>
                                       18


15.14 SERVICE OF PROCESS

      A Party may by Notice to all other Parties specify an address for the
      service of process. Otherwise each Party agrees that any process to be
      served on it in respect of any matter arising out of this Agreement may be
      served by delivery to its registered office or at its address specified in
      schedule 1 and for that purpose the requirements of paragraph 2(a) of
      schedule 1 apply.
<PAGE>
                                       19


                                   SCHEDULE 1

                                     NOTICES

1.   DELIVERY

     A Notice must be in writing and delivered on a Business Day, sent by
     prepaid mail (airmail if overseas) or by facsimile to the address or
     facsimile number of the recipient Party set out in paragraph 3 or to such
     other address or facsimile number as that Party may from time to time
     notify the other Parties for the purposes of this schedule.

2.   RECEIPT

     A Notice given in accordance with paragraph 1 will be treated as having
     been received:

     (a)  if it is delivered before 5.00 pm on a Business Day, at the time of
          delivery otherwise at 9.00 am on the next following Business Day;

     (b)  on the third Business Day (or seventh Business Day if sent overseas)
          after posting; and

     (c)  if sent by facsimile, upon production of a correct and complete
          transmission report by the machine from which the facsimile was sent
          which indicates that the facsimile was sent in its entirety to the
          facsimile number of the recipient notified for the purposes of this
          paragraph (but if the communication is not completed by 5.00 pm on a
          Business Day, at 9.00 am on the next following Business Day).

3.   ADDRESSES FOR NOTICES

     For the purposes of this schedule, the address and facsimile details of
     each Party are as follows:

     NEWMONT

     Attention:     Company Secretary

     Address:       100 Hutt Street Adelaide South Australia 5000

     Facsimile:     +618 8303 1900

     NLS

     Attention:     Managing Director

     Address:       42 Avenue de Le Grande Armee, 75017, Paris, France

     Facsimile:     +331 56 68 06 66
<PAGE>
                                       20


     PURCHASER

     Attention:     President:

     Address:       c/o 1000 Cathedral Place, 925 West Georgia Street,
                    Vancouver, B.C. V6C 3L2

     Facsimile:     +604-669-8803
<PAGE>
                                       21


                                   SCHEDULE 2

                                   WARRANTIES

1.   NEWMONT AND NLS

     In respect of each of Newmont and NLS:

     (a)  Newmont and NLS are duly incorporated and validly exist under the laws
          of their respective places of incorporation;

     (b)  no meeting has been convened or resolution proposed, or petition
          presented, and no order has been made, for winding up of either
          Newmont or NLS;

     (c)  no distress, execution or other similar order or process has been
          levied on any of the property or assets of either Newmont or NLS;

     (d)  no voluntary arrangement has been proposed or reached with any
          creditors of either Newmont or NLS;

     (e)  no receiver, receiver and manager, provisional liquidator, officer of
          the court, controller or other external administrator has been
          appointed in relation to either Newmont or NLS; and

     (f)  each of Newmont and NLS are able to pay their respective debts as and
          when they fall due.

2.   DUE AUTHORISATION

     (a)  The execution and delivery of this Agreement has been properly
          authorised by all necessary corporate action of each of Newmont and
          NLS and each of Newmont and NLS have full power and lawful authority
          to execute and deliver this Agreement and to consummate and perform or
          cause to be performed their respective obligations under this
          Agreement.

     (b)  This Agreement constitutes a legal, valid and binding obligation of
          each of Newmont and NLS enforceable in accordance with its terms by
          appropriate legal remedy (subject to the discretion of the Courts as
          to equitable remedies and laws relating to creditors rights
          generally).

     (c)  This Agreement and Completion do not conflict with or result in a
          breach of or default or give any third Party the right to modify,
          terminate or accelerate any obligation under any provision of either
          of Newmont's or NLS' constitution, or any material term or provision
          of any agreement, deed or any writ, order or injunction, judgment,
          law, rule or regulation to which either of them is a Party or is
          subject or by which they are respectively bound.
<PAGE>
                                       22


3.   THE SHARES

     The Banff Shares:

     (a)  have been duly and validly authorized and issued and are fully paid
          and non-assessable; and

     (b)  are free and clear of any Encumbrance; and

     (c)  together with the other common shares in Banff are the only securities
          in the capital of Banff or convertible into capital of Banff.

     (d)  There are no agreements, arrangements or understandings in force or
          securities issued which call for the present or future issue of, or
          grant to any person the right to require the issue of any shares or
          other securities in Banff.

4.   NLS

     (a)  NLS is a wholly owned subsidiary of Newmont;

     (b)  NLS holds full legal and beneficial title to the Banff Shares and such
          shares constitute 85.3% of the issued shares of Banff;

     (c)  NLS and/or Newmont hold full legal and beneficial title to the
          Shareholder Loans; and

     (d)  NLS possesses all authority, ability and consents necessary to and
          shall upon Completion transfer the Banff Shares and the Shareholder
          Loans to the Purchaser free and clear from all Encumbrances subject
          only to receipt of the approvals referred to in clause 2.1 of this
          Agreement;

5.   THE COMPANY

     (a)  Banff is the sole legal and beneficial owner of record of 1,411 class
          B shares of KCCL (the "KCCL B Shares"), the KCCL B shares rank pari
          passu in all respects, including without limitation voting, dividends
          and liquidation, with all other classes of shares of KCCL, the KCCL B
          Shares represent 63% of all of the issued shares of all classes of
          KCCL, the KCCL B Shares are validly and legally issued and are fully
          paid and non-assessable and at Completion will not be subject to any
          Encumbrance.

     (b)  Neither Banff nor KCCL have any obligation or liability to pay any
          person a commission, agent's fee, finder's fee or spotter's fee as a
          result of the sale of the Banff Shares and Shareholder Loans
          contemplated in this Agreement.

6.   COMPLETION
<PAGE>
                                       23


(a)  On Completion, NLS shall have complied with and satisfied all of its
     obligations to duly and validly repay, discharge, release and/or assign and
     transfer the Shareholder Loans and the security therefor pursuant to clause
     5.1 hereof.

(b)  Immediately prior to Completion there shall be no loans or amounts payable
     by Banff to any shareholder of Banff other than the Shareholders Loans due
     to NLS and no person has any ownership interest in the Shareholder Loans
     other than NLS.
<PAGE>
                                   APPENDIX A
                             INDICATED BALANCE SHEET

KASESE COBALT COMPANY LIMITED       INDICATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                  INDICATED
                                        KCCL         AGREED        BALANCE
GROUP ACCOUNT                        @30/06/2002   ADJUSTMENTS      SHEET                      ADJUSTMENT COMMENTS
-------------                        -----------   ------------  ------------     -------------------------------------------------
<S>                                  <C>           <C>           <C>              <C>
ASSETS:

CURRENT ASSETS

Cash                                   2,111,335       (500,000)    1,611,335     500k returned to Newmont in July, wrongly sent to
                                                                                  Kasese in June for contractor settlement payment.
Inventory                              3,886,953                    3,886,953
Accounts Receivable                                                         -
  VAT Receivable - Uganda                793,142                      793,142
  Other                                  675,381              -       675,381
Prepaid Expenses                         578,885                      578,885
                                    ------------   ------------  ------------
                                       8,045,696       (500,000)    7,545,696
                                    ------------   ------------  ------------
LONG TERM ASSETS:
Due from related parties               1,224,000                    1,224,000
Fixed Assets                             350,000                      350,000
Other Assets
                                    ------------   ------------  ------------
                                       1,574,000              -     1,574,000
                                    ------------   ------------  ------------

                                    ------------   ------------  ------------
TOTAL ASSETS:                          9,619,696       (500,000)    9,119,696
                                    ------------   ------------  ------------

LIABILITIES:

CURRENT LIABILITIES:
Accounts Payable & Accruals
  Trade Payables & Accruals - Plant      341,589              -       341,589     Payables relate to construction works litigation.
Construction
Less indemnity from Newmont                            (341,589)     (341,589)    Offset by Newmont indemnity.
  Trade Payables & Accruals -            160,992              -       160,992     Payables relate to non-construction works.
Construction
  Trade Payables & Accruals -
Uganda
    Accruals - UEB Consumption           562,183       (562,183)            -     Assume UEB paid out prior to settlement
    Accruals - General
      Royalties (Limestone &           1,110,104     (1,110,104)            -     Assume Royalty paid out prior to settlement.
Cobalt)
      Other                              372,452                      372,452
    Other                              1,523,616       (610,048)      913,568     Reversal of Newmont charge backs.
  Retention Control Account                7,830                        7,830
                                    ------------   ------------  ------------
    TOTAL                              4,078,766     (2,623,924)    1,454,842
                                    ------------   ------------  ------------
Loans Payable - EIB                      408,000              -       408,000
Less Indemnity from Newmont                            (408,000)     (408,000)    Offset by Newmont indemnity
Loans Payable - Other                 11,268,832    (11,268,832)            -     Senior debt paid out.
Accruals Finance                         712,880       (712,880)            -     Senior debt paid out.
Due to KML
Due to Related Party                  17,705,362    (17,705,362)            -     Move to long term for ease of showing $6.1m WC
                                    ------------   ------------  ------------
                                      34,173,840    (32,718,998)    1,454,842
                                    ------------   ------------  ------------

                                    ------------   ------------  ------------
NET WORKING CAPITAL                  (26,128,144)   (32,218,998)    6,090,854
                                    ------------   ------------  ------------
NON CURRENT LIABILITIES:
Provision for Rehabilitation             409,336                      409,336
Due to related company                85,273,258     54,012,270   139,285,528
Long Term Debt                        22,542,861    (22,542,861)            -     Senior debt paid out
                                    ------------   ------------  ------------
                                     108,225,455     31,469,409   139,694,864
                                    ------------   ------------  ------------
EQUITY:
Share Capital                         44,000,040                   44,000,040
Contributed Surplus
</TABLE>

<PAGE>
                                       25


<TABLE>
<CAPTION>
                                                                  INDICATED
                                        KCCL         AGREED        BALANCE
GROUP ACCOUNT                        @30/06/2002   ADJUSTMENTS      SHEET                      ADJUSTMENT COMMENTS
-------------                        -----------   ------------  ------------     -------------------------------------------------
<S>                                  <C>           <C>           <C>              <C>
Current Years - Profit/(Loss)        (15,269,244)       749,589   (14,519,655)    Newmont indemnities (341,589+408,000)
Deficit                             (161,510,395)                (161,510,395)
                                    ------------   ------------  ------------
                                    (132,779,599)       749,589  (132,030,010)
                                    ------------   ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS     9,619,696       (500,000)    9,119,696
EQUITY
                                    ------------   ------------  ------------
</TABLE>
<PAGE>
                                   APPENDIX B

                                ROYALTY AGREEMENT
<PAGE>
                              DATED: AUGUST 7, 2002







                                 MFC BANCORP LTD



                                       and


                            NEWMONT AUSTRALIA LIMITED
                               ABN 80 009 295 765

                                       and

                             NEWMONT LASOURCE S.A.S




-------------------------------------------------------------------------------
                                  ROYALTY DEED
-------------------------------------------------------------------------------





                           (KELLY & CO. LAWYERS LOGO)
<PAGE>
THIS DEED is made on August 7, 2002


BETWEEN:

MFC BANCORP LTD a company organized under the laws of the Yukon Territory,
Canada of Millennium Tower, Handelskai 92-94, CHA-1200 Vienna, Austria ("MFCB")


NEWMONT AUSTRALIA LIMITED (ABN 80 009 295 765) of 100 Hutt Street Adelaide SA
5000 ("NEWMONT")

AND:

NEWMONT LASOURCE S.A.S incorporated in accordance with the laws of France 42
Avenue de Le Grande Armee, 75017, Paris, France ("NLS'")

RECITALS:

In accordance with the terms and conditions of the Share Sale Agreement MFCB has
agreed to pay the Royalty and Interest to NLS on the terms of the Royalty
Agreement (as defined therein). This Deed sets out the terms and conditions in
respect thereto.


TERMS OF DEED:

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this Deed, unless the context otherwise requires:

     AFFILIATE with respect to any person means any other person directly or
     indirectly controlling, controlled by or under common control with that
     person. The term "control" as used in the preceding sentence means, with
     respect to a corporation, the right to exercise, directly or indirectly,
     50% or more of the voting rights attributable to the shares of the
     controlled corporation and, with respect to any person other than a
     corporation, the possession, directly or indirectly, of the power to direct
     or cause the direction of the management or policies of such person;

     BANFF means Banff Resources Ltd.;

     CAPITALIZED MAINTENANCE EXPENSES means all capital costs and expenses
     actually expended from Completion on or for operations, plant, equipment
     and maintenance at or directly related to the Kasese Cobalt Mine that are
     properly categorized as capital as determined by KCCL in accordance with
     GAAP;

     CASH COSTS means costs incurred in the mining, processing, transportation,
     storage and sale of minerals produced and/or processed at or from the
     Mining Operations comprised of:

     (i)  operating costs and expenses of the Mining Operations; and
<PAGE>
                                      -2-                           ROYALTY DEED

--------------------------------------------------------------------------------

     (ii)    interest and other fees and expenses on loans and other financial
             facilities directly and solely related to financing the Mining
             Operations other than on the loans and other financial facilities
             comprising the Shareholder Loans and the Senior Debt; and

     (iii)   marketing expenses directly related thereto; and

     (iv)    administrative expenses directly related thereto; and

     (v)     taxes, dues, duties, excises, tariffs and other levies imposed by
             the Government of Uganda in respect of the production, transport or
             export of the minerals from the Mining Operations; and

     (vi)    taxes, dues, duties, tariffs and other levies imposed in the
             country of the port of discharge on the import of the minerals to
             the extent only to which the same have been paid by KCCL; and

     (vii)   Capitalized Maintenance Expenses (to the extent that they are not
             already counted in one of the other paragraphs of this subclause);
             and

     (viii)  all transport, freight charges, insurance, port and handling
             charges; and

     (ix)    weighing, sampling, assaying, inspection, surveying, representation
             and selling agency costs and charges and storage costs and
             commissions associated with the sale of cobalt or other minerals
             and incurred after such cobalt or other minerals have left the
             production facilities at the Mining Operations; and

     (x)     Transition Fees means such fees pursuant to the terms of clause
             10.1 of the Share Sale Agreement.

     COMPLETION means completion of the transactions contemplated by the Share
     Sale Agreement;

     DEED means this Deed;

     DISPOSE means in respect of an ownership interest in the Mining Operations,
     to sell, assign, transfer, surrender or otherwise dispose (other than
     through an Encumbrance) of any interest in the Mining Operations with the
     result that the Percentage Interest of MFCB and its Affiliates is or will
     be reduced;

     ENCUMBRANCE includes any and all encumbrances including options, mortgages,
     pledges, charges, debentures, liens, assignments, hypothecations, security
     interests, title retentions, preferential rights, court orders, trust
     arrangements and any other legal or equitable interests or claims;

     EFFECTIVE DATE means 1 July 2002;

     FREE CASH FLOW has the meaning set out in clause 2.2(b);

     FISCAL YEAR means the period commencing on the Effective Date and ending on
     the next following 31 December and each period of 12 consecutive months
     thereafter;
<PAGE>
                                      -3-                           ROYALTY DEED

--------------------------------------------------------------------------------

     GAAP means generally accepted accounting principles of the United States of
     America consistently applied;

     INTEREST means the interest payable in accordance with clause 3.1 hereof;

     INTEREST THRESHOLD means in any Fiscal Year of KCCL, a positive gross
     profit margin of KCCL (calculated according to GAAP) for such year equal to
     or greater than 20%;

     KCCL means Kasese Cobalt Company Limited, a company incorporated under the
     laws of Uganda;

     KASESE COBALT MINE means the cobalt processing plant located at Kasese,
     Uganda owned and operated by KCCL for processing tailings from the former
     Kilembe mine;

     KILEMBE TAILINGS PROJECT means the tailings project owned directly or
     indirectly by Kilembe Mines Limited and in which Banff purports to have an
     option to acquire a 65% interest;

     MINING OPERATIONS means the Kasese Cobalt Mine and/or Kilembe Tailings
     Project;

     PARTY means a party to this Deed;

     PERCENTAGE INTEREST means the total percentage ownership interest of MFCB
     and its Affiliates in the Mining Operations (whether held directly or
     indirectly or alone or jointly with any other person);

     PRESCRIBED RATE means LIBOR plus 2 percentage points;

     ROYALTY means the royalty to be paid to Newmont and NLS pursuant to the
     terms and conditions set forth in this Deed;

     ROYALTY PERIOD means each of:

     (a)  the period commencing upon the Effective Date and ending on 30
          September, 2002; and

     (b)  every subsequent calendar quarter ending upon 31 December 31 March, 30
          June and 30 September

     ROYALTY STATEMENT means a statement prepared by MFCB in accordance with
     GAAP, setting out in reasonable detail all information and data necessary
     for the calculation of the Royalty payable in respect of a particular
     Royalty Period.

     SENIOR DEBT means any and all amounts, which as at Completion were due and
     owing by KCCL to the Senior Lenders including, without limitation, fees and
     expenses, which as at 30 June 2002 was comprised of those amounts set out
     in Appendix A;

     SENIOR LENDERS means International Finance Corporation, The Standard Bank
     of South Africa Limited acting through its Standard Corporate and Merchant
     Bank division, Societe De Promotion Et De Participation pour la Cooperation
     Economique ("Proparco") SA and European Investment Bank and Royal Bank of
     Scotland;
<PAGE>
                                      -4-                           ROYALTY DEED

--------------------------------------------------------------------------------

     SHAREHOLDER LOANS means any and all amounts due, owing or accruing from
     KCCL or their Affiliates to Newmont, NLS or their Affiliates as at
     Completion, which such amounts totalled $114,409,287 as at 30 June 2002,
     and were comprised of those amounts set out in Appendix A hereto; and

     SHARE SALE AGREEMENT means the agreement inter alia for the sale of
     55,210,984 shares in Banff entered into by NLS, MFCB and Newmont executed
     at or about the time of this Deed,

1.2  INTERPRETATION

     In this Deed, unless the context otherwise requires:

     (a)  a reference to any document, agreement or deed is a reference to that
          document, agreement or deed as varied, novated or replaced from time
          to time;

     (b)  the singular includes the plural and vice versa;

     (c)  a reference to a gender includes all other genders;

     (d)  the use of the word "including" or any similar terms does not limit
          what else might be included;

     (e)  a reference to a thing includes all or any part of it;

     (f)  where a word or phrase is defined, its other grammatical forms have a
          corresponding meaning;

     (g)  a reference to a person or entity includes a natural person, a
          partnership, corporation, trust, association, unincorporated body,
          authority or other entity;

     (h)  a term which purports to bind or benefit two or more persons binds or
          benefits them jointly and severally;

     (i)  a reference to a party includes that party's legal personal
          representatives, successors and permitted assigns;

     (j)  headings are inserted in this Deed for convenience only and are not
          intended to affect the interpretation of this Deed;

     (k)  a reference to a statute, ordinance, code or other law includes
          regulations and other instruments issued under it and consolidations,
          amendments, re-enactments or replacements of any of them;

     (l)  a reference to a clause, schedule, appendix or annexure is, except
          where otherwise indicated, a reference to a clause of, or schedule,
          appendix or annexure to this Deed;

     (m)  a reference to time is to local time in Vancouver, Canada;

     (n)  capitalized terms not defined herein shall have the meaning ascribed
          thereto in the Share Sale Agreement; and
<PAGE>
                                      -5-                           ROYALTY DEED

--------------------------------------------------------------------------------

     (o)  all monies payable by MFCB to Newmont and NLS under this document
          shall be payable in US dollars.

1.3  CAPACITY

     (a)  MFCB warrants and represents to Newmont and NLS that, as at the date
          of this document, MFCB has obtained all consents and approvals
          necessary to enter into this Deed.

     (b)  MFCB shall be responsible and liable for the actions and omissions of
          each of its Affiliates in relation to this Deed. MFCB enters into this
          Deed both in its own right and as agent of and trustee for all of its
          Affiliates.

2.   ROYALTY

2.1  GRANT OF ROYALTY

     For the consideration set out in the Share Sale Agreement and subject to
     clause 1.4, MFCB agrees, subject to the terms and conditions in this Deed,
     to pay the Royalty to NLS provided that nothing herein shall obligate or be
     deemed to obligate MFCB or any of its Affiliates (including after
     Completion Banff and/or KCCL) to conduct or maintain any level of operation
     at the Mining Operations.

2.2  CALCULATION OF ROYALTY

     (a)  The Royalty to be paid by MFCB shall be an amount equal to 10% of the
          Free Cash Flow up to an aggregate maximum of US$10,000.000 (the
          "Royalty Cap"), payable in accordance with clause 2.3. For greater
          certainty, if for any Royalty Period, there is no Free Cash Flow or
          the same is a negative amount, no Royalty shall be paid or payable by
          MFCB hereunder for such period.

     (b)  For the purposes of calculating the amount of the Royalty, "FREE CASH
          FLOW" means the actual proceeds of sale from all cobalt and other
          minerals produced from the Mining Operations received by KCCL or Banff
          during each Royalty Period less the Cash Costs incurred during that
          Royalty Period. For the purposes of this definition, in the case of
          any disposal of cobalt or other minerals by KCCL which is not at a
          sale on arms length commercial terms, KCCL will be taken to have
          received at the time at which that disposal took place proceeds of
          sale equal to the proceeds of sale which it would be reasonable to
          expect that KCCL would have received had that disposal been a sale at
          arms length commercial terms.
<PAGE>
                                      -6-                           ROYALTY DEED

--------------------------------------------------------------------------------

3.   PAYMENT OF INTEREST

3.1  CALCULATION OF INTEREST

     In addition to the payment of the Royalty, MFCB agrees, subject to clause
     1.4, to pay to NLS, in any Fiscal Year during which the Interest Threshold
     is met, Interest at the rate of 5% per annum (based upon a 365 day year)
     compounding semi-annually on so much of the amount of the Royalty Cap
     outstanding from time to time during such Fiscal Year. For greater clarity,
     if the Interest Threshold is not met, no Interest shall accrue or be paid
     or payable in respect of such Fiscal Year

3.2  PAYMENT OF INTEREST

     Interest shall be calculated and paid in clear funds and without deduction
     of any kind within 30 days after the end of each Fiscal Year.

4.   PAYMENT OF ROYALTY

4.1  DUE DATE FOR PAYMENT

     MFCB must pay the Royalty due to NLS for a particular Royalty Period within
     14 days after the end of that Royalty Period in clear funds and without
     deduction of any kind.

4.2  ROYALTY STATEMENT

     MFCB must submit a Royalty Statement to NLS at the same time as payment of
     the Royalty for each Royalty Period and, in any event, within 14 days after
     the end of the relevant Royalty Period.

4.3  FAILURE TO PAY ROYALTY

     If MFCB fails to pay a Royalty payment due to NLS by the date on which such
     payment is due and payable then, without prejudice to any other rights of
     NLS, MFCB shall pay to NLS (as the case may be) immediately upon receipt of
     written demand:

     (a)  interest at the Prescribed Rate on the unpaid Royalty payment
          calculated daily from such due date until such Royalty payment has
          been made in full; and

     (b)  all reasonable out of pocket costs and expenses (including reasonable
          legal costs and disbursements) attributable to MFCB's failure to pay
          the Royalty by its due date for payment.

5.   ACCOUNTS AND AUDIT

5.1  RECORDS

     MFCB must use all reasonable commercial efforts to cause KCCL to keep and
     maintain or ensure that there are kept and maintained accurate books of
     account, records, reports, invoices, statements, and other documents as are
     reasonably necessary to verify and substantiate the amount of the Royalty
     payable for each Royalty Period and the payment of Interest.
<PAGE>
                                      -7-                           ROYALTY DEED

--------------------------------------------------------------------------------

5.2  ACCESS TO RECORDS

     MFCB shall exercise its rights as a direct or indirect shareholder of KCCL
     and cause its nominees on the board of KCCL to vote to procure that one of
     Newmont or NLS and its representatives (including its auditors) have full
     access during regular business hours upon reasonable prior notice (but no
     more than twice in any 12 month period) to all of the books of account,
     records, reports, invoices, statements and other documents kept and
     maintained in accordance with Clause 5.1.

5.3  AUDIT

     NLS (but only once in any 12 month period) shall have the right at their
     own expense upon 30 days written notice to MFCB to audit at its own cost
     the calculation of the Royalty as referred to in each Royalty Statement. If
     an audit is undertaken and reveals any underpayment of the Royalty for any
     Royalty Period, then MFCB must pay the amount of the Royalty outstanding
     and interest on the amount outstanding at the Prescribed Rate upon written
     demand by NLS. If the amount of the Royalty outstanding is at least
     $100,000 in aggregate over four consecutive Royalty Periods then MFCB must
     also pay the reasonable out-of-pocket costs and expenses of NLS's audit. In
     the event that the audit determines the Royalty was correctly calculated,
     NLS shall pay to MFCB the reasonable out-of-pocket costs and expenses
     incurred by MFCB and KCCL in respect thereto.

5.4  DISPUTES

     If there is a dispute as to the amount of the Royalty due which cannot be
     resolved by the Parties within 20 days after delivery of written notice of
     such dispute, then each of the Parties shall prepare and submit a written
     statement setting forth the specific matters in dispute to the Vancouver,
     British Columbia office of PriceWaterhouse Coopers (the "CA Firm") along
     with any information, supporting documentation and other materials in
     respect of each Party's determination of such calculation and the specific
     matters in dispute, which firm shall render its opinion as to such matters
     in accordance with the terms of this Deed. Based on that opinion, the CA
     Firm shall then send to the Parties a written determination of the matters
     in dispute and a written determination of the Royalty due (the "Royalty
     Calculation") based upon such opinion, whereupon the Royalty Calculation
     shall be final and binding upon the Parties. If the CA Firm determines that
     the Royalty due for the relevant Royalty Period was underpaid by MFCB, then
     MFCB shall pay any costs incurred by the CA Firm and forthwith pay to NLS
     the amount of the underpayment. If the CA Firm determines that the Royalty
     due for the relevant Royalty Period was paid accurately or overpaid by
     MFCB, then Newmont or NLS shall pay any costs incurred by the CA Firm. In
     the event of any overpayment, the requisite adjustment between the Parties
     shall be made during the next Royalty Period to the Royalty payable in
     respect thereof and, in the event MFCB is unable to fully recover such
     overpayment during such Royalty Period, during the next succeeding Royalty
     Periods until such overpayment is fully recovered.

6.   ASSIGNMENT BY MFCB

6.1  RESTRICTION ON DISPOSAL OF INTEREST IN MINING OPERATIONS

     MFCB covenants and agrees that it will not Dispose and will procure each of
     its Affiliates to not Dispose of any interest in the Mining Operations
     except: (i) to an Affiliate of MFCB; or (ii) with the prior written consent
     of Newmont and NLS, which consent Newmont and NLS
<PAGE>
                                      -8-                           ROYALTY DEED

--------------------------------------------------------------------------------

     agree will not be unreasonably withheld or refused in the case of a
     Disposal of an interest in a Mining Operations to another person
     ("ASSIGNEE"), where the Assignee would be reasonably expected to be able to
     meet the obligations of MFCB under this Deed in respect of the Mining
     Operations.

6.2  ROYALTY DEED

     A Disposal by MFCB or any Affiliate of any interest in a Mining Operations
     will not be effective unless the Assignee or relevant Affiliate
     respectively enters into a royalty deed with Newmont and NLS in identical
     terms, mutatis mutandis, to this Deed in respect of the interest in the
     Mining Operations concerned or the Mining Operations which is Disposed of
     to the Assignee.

6.3  RELEASE

     Upon the due execution by MFCB and the Assignee or relevant Affiliate, and
     the delivery to Newmont and NLS of the duly executed royalty deed referred
     to in clause 6.2, MFCB shall be released and discharged from all
     obligations arising out of this Deed attributable to the interest in the
     Mining Operations so Disposed of or attributable to the Affiliate concerned
     and arising after the execution and delivery of that royalty deed. Unless
     and until the release in this clause becomes effective MFCB shall continue
     to be liable to pay the Royalty pursuant to the terms hereof as if the
     relevant Disposal had not occurred and this Deed shall be read and
     construed accordingly.

6.4  RESTRICTION ON ASSIGNING OTHER INTERESTS IN THIS DEED

     Except as provided in Clause 6, MFCB must not assign, transfer or otherwise
     dispose of its rights or obligations under this Deed.

7.   ASSIGNMENT BY NEWMONT OR NLS

     Newmont or NLS may assign their rights and obligations under this Deed by
     giving 14 days prior written notice to MFCB.

8.   CONFIDENTIALITY

     The Parties agree that the contents of this Deed and documents and
     information disclosed pursuant to this Deed shall be kept confidential and
     shall not be disclosed by the Parties otherwise than to each other or with
     the consent of all Parties in an agreed format or:

     (a)  to its shareholders, staff (including contract staff), professional
          advisers and financiers upon those persons undertaking to keep
          confidential any information so disclosed;

     (b)  to comply with any applicable law or the requirement of any regulatory
          body (including any relevant stock exchange or NASDAQ);

     (c)  for inclusion in any document inviting capital to be invested in that
          disclosing Party or a related body corporate;

     (d)  to the financial institutions to which the disclosing Party or any of
          its Affiliates owe
<PAGE>
                                      -9-                           ROYALTY DEED

--------------------------------------------------------------------------------

          continuing disclosure obligations as at the date of execution of this
          Deed;

     (e)  to a financial institution in connection with any loan sought to be
          arranged by the disclosing Party or any of its Affiliates;

     (f)  to a prospective purchaser of or subscriber for shares in the
          disclosing party or an Affiliate; and

     (g)  to a potential assignee of the disclosing Party or an Affiliate of the
          disclosing Party,

     provided that any disclosures pursuant to paragraphs (f) or (g) above shall
     only be made subject to the person to whom the disclosure is made
     covenanting and agreeing with the disclosing party in a form enforceable by
     the disclosing Party and the other Parties that the relevant information
     shall not be disclosed to any other person for any purposes whatsoever.

9.   NO INTEREST IN MINING OPERATIONS

     This Deed does not confer upon Newmont or NLS, and Newmont and NLS will not
     claim, any legal or equitable interest in any Mining Operations.

10.  WAIVER

10.1 EFFECTIVENESS

     No waiver by any Party or any provision of this Deed is effective unless it
     is in writing executed by that Party and any waiver is effective only in
     the specific instance and for the specific purpose for which it was given.

10.2 FAILURE OR DELAY

     No failure or delay by any Party to exercise any right, power or remedy
     under this Deed or to insist on strict compliance by the other Party with
     any obligation under this Deed, and no custom or practice of the Parties at
     variance with the terms of this Deed, constitutes a waiver of any Party's
     right to demand exact compliance with this Deed.

11.  NOTICE

     The provisions of Appendix A apply to notices given under this document.

12.  FURTHER ASSURANCES

     Each party must do, sign, execute and deliver and must procure that each of
     its employees and agents does, signs, executes and delivers all deeds,
     documents, instruments and acts reasonably required of it or them by notice
     from another party effectively to carry out and give full effect to this
     Deed and the rights and obligations of the parties under it, both before
     and after Completion.

13.  RELATIONSHIP

     This Deed does not create any partnership, joint venture or agency
     relationship between the Parties. The Parties shall be treated as
     independent contractors.
<PAGE>
                                      -10-                          ROYALTY DEED

--------------------------------------------------------------------------------

14.  COSTS

     Each Party shall each bear its own costs and expenses in relation to the
     preparation and execution of this Deed.

15.  TERMINATION

     This Deed shall automatically terminate, and the grant of the Royalty and
     other obligations hereunder shall be cancelled upon the earlier of: (i) the
     date which is seven calendar months after payment by MFCB of Royalties in
     the aggregate amount of the Royalty Cap; (ii) the date of the permanent
     closure of the Kasese Cobalt Mine and (iii) December 31, 2025. Upon
     termination of this Deed, MFCB shall have no further obligations or
     liabilities under this Deed.

16.  SEVERANCE

     If any provision of this Deed is prohibited, invalid or unenforceable in
     any jurisdiction, that provision will, as to that jurisdiction be
     ineffective to the extent of the prohibition, invalidity or
     unenforceability without invalidating the remaining provisions of this Deed
     or affecting the validity or enforceability of that provision in any other
     jurisdiction.

17.  AMENDMENT

     This Deed may only be amended in writing signed by all the Parties and may
     not be amended in any other manner.

18.  COUNTERPARTS

     This Deed may be executed in any number of counterparts. All counterparts
     together will be taken to constitute one document and this Deed will come
     into effect on the last exchange of either original or facsimile
     counterparts.

19.  ENTIRE AGREEMENT

     While certain other agreements (including the Share Sale Agreement) contain
     provisions that relate to this Deed, this Deed contains the entire
     agreement of the Parties in relation to the Royalty. The terms of this Deed
     shall prevail over the provisions of any other agreement to the extent of
     any inconsistency in relation to the Royalty.

20.  GOVERNING LAW

     This Deed shall be governed exclusively by the laws of the Province of
     British Columbia, and the federal laws of Canada applicable therein without
     giving effect to any choice or conflict of law provision or rule (whether
     of the Province of British Columbia or any other jurisdiction) that would
     cause the application of the laws of any jurisdiction other than the laws
     of the Province of British Columbia, and the federal laws of Canada
     applicable therein, and the parties irrevocably submit to the non-exclusive
     jurisdiction of the Supreme Court of British Columbia, situate in
     Vancouver.
<PAGE>
                                      -11-                          ROYALTY DEED

--------------------------------------------------------------------------------


EXECUTED as a deed.

EXECUTED for and on behalf of MFC  )
BANCORP LIMITED by:                )
                                   )

                                 Signature
----------------------------                        ---------------------------

                                 Print Name
----------------------------                        ---------------------------

                                 Director/Secretary
----------------------------                        ---------------------------

EXECUTED for and on behalf of     )
NEWMONT AUSTRALIA LIMITED         )
by:                               )

                                 Signature
----------------------------                        ---------------------------

                                 Print Name
----------------------------                        ---------------------------

                                 Director/Secretary
----------------------------                        ---------------------------

                                       OR

Signed by Charles Main as Attorney for      )  NEWMONT AUSTRALIA LIMITED by its
NEWMONT AUSTRALIA LIMITED who               )  Attorney
certifies that he has not had notice of
revocation of his appointment as Attorney in
the presence of                                --------------------------------
                                               Power of Attorney


-----------------------------
Witness


-----------------------------
Full Name of Witness
<PAGE>
                                      -12-                          ROYALTY DEED

--------------------------------------------------------------------------------


EXECUTED for and on behalf of   )
NEWMONT LASOURCE S.A.S. by:     )
                                )

                                 Signature
----------------------------                        ---------------------------

                                 Print Name
----------------------------                        ---------------------------

                                 Director/Secretary
----------------------------                        ---------------------------

                                       OR


Signed by Charles Main as Attorney for     )    NEWMONT LASOURCE S.A.S. by its
NEWMONT LASOURCE S.A.S. who                )    Attorney
certifies that he has not had notice of
revocation of his appointment as Attorney
in the presence of                              -------------------------------
                                                Power of Attorney

---------------------------------
Witness


---------------------------------
Full Name of Witness
<PAGE>
                                   APPENDIX A

                                     NOTICES

1.   DELIVERY

     A Notice must be in writing and delivered on a Business Day, sent by
     prepaid mail (airmail if overseas) or by facsimile to the address or
     facsimile number of the recipient party set out in paragraph 3 or to such
     other address or facsimile number as that party may from time to time
     notify the other parties for the purposes of this schedule.

2.   RECEIPT

     A Notice given in accordance with paragraph 1 will be treated as having
     been received:

     (a)  if it is delivered before 5.00pm on a Business Day, at the time of
          delivery otherwise at 9.00 am on the next following Business Day;

     (b)  on the third Business Day (or seventh Business Day if sent overseas)
          after posting; and

     (c)  if sent by facsimile, upon production of a correct and complete
          transmission report by the machine from which the facsimile was sent
          which indicates that the facsimile was sent in its entirety to the
          facsimile number of the recipient notified for the purposes of this
          paragraph (but if the communication is not completed by 5.00pm on a
          Business Day, at 9.00 am on the next following Business Day).

3.   ADDRESSES FOR NOTICES

     For the purposes of this schedule, the address and facsimile details of
     each party are as follows:

     NEWMONT

     Attention:     Company Secretary

     Address:       100 Hut Street Adelaide South Australia 5000

     Facsimile:     +618 8303 1900

     NLS

     Attention:     Managing Director

     Address:       42 Avenue de Le Grande Armee, 75017, Paris, France

     Facsimile:     +331 56 68 06 66

     MFCB

     Attention:     President:

     Address:       c/o 1000 Cathedral Place, 925 West Georgia Street,
                    Vancouver, B.C. V6C 3L2

     Facsimile:     +604-669-8803
<PAGE>
                                   APPENDIX A

                        SENIOR DEBT AND SHAREHOLDER LOANS


SUMMARY OF KASESE SENIOR DEBT AND SHAREHOLDER LOANS
AS AT 30 JUNE 2002

<TABLE>
<CAPTION>
BORROWED BY                    BORROWED FROM       CURRENCY        AMOUNT
-----------                  ----------------      --------     -----------
<S>                          <C>                   <C>          <C>
SENIOR DEBT - GUARANTEED
------------------------

KCCL                                      IFC         US$         8,000,000
KCCL                                 Proparco         US$         8,400,000
KCCL                                      EIB         US$         6,502,600
KCCL                                     SCMB         US$        10,909,091
Interest & Finance Charges                            US$           712,880
                                                    -----       -----------
Total                                                 US$        34,524,571
                                                    -----       -----------
SENIOR DEBT - OTHER
-------------------

KCCL                                      EIB       Euros           480,000
                                                    -----       -----------
SHAREHOLDER LOANS
-----------------

KCCL                         Newmont LaSource         US$       102,978,620
                                                    -----       -----------
Total Shareholder Loans                               US$       102,978,620
                                                    -----       -----------
</TABLE>


SUMMARY OF BANFF SHAREHOLDER LOANS
AS AT 30 JUNE 2002

<TABLE>
<CAPTION>
BORROWED BY                BORROWED FROM       CURRENCY      AMOUNT
-----------               ----------------     --------    ----------
<S>                       <C>                  <C>         <C>
Banff                     Newmont LaSource        US$      11,430,667
                                                  ---      ----------
Total Shareholder Loans                           US$      11,430,667
                                                  ---      ----------
</TABLE>
<PAGE>
                                       24


THIS SHARE SALE AGREEMENT

EXECUTED AS AN AGREEMENT

Signed by CHARLES MAIN as Attorney for         NEWMONT AUSTRALIA LIMITED by its
NEWMONT AUSTRALIA LIMITED who                  Attorney
certifies that he has not had notice of
revocation of his appointment as Attorney in   /s/ Charles B. Main
the presence of                                --------------------------------
                                               Power of Attorney
/s/ Joseph P. Giuffre
---------------------------------
Witness

Joseph P. Giuffre
---------------------------------
Full Name of Witness



Signed by CHARLES MAIN as Attorney for          NEWMONT LA SOURCE SAS by its
NEWMONT LA SOURCE SAS who certifies             Attorney
that he has not had notice of revocation of
his appointment as Attorney in the presence     /s/ Charles B. Main
of                                              -------------------------------
                                                Power of Attorney

/s/ Joseph P. Giuffre
---------------------------------
Witness

Joseph P. Giuffre
---------------------------------
Full Name of Witness


Executed for and on behalf of MFC
Bancorp Ltd. by:
--------------------------------------------------------------------------------


/s/ James M. Carter
---------------------------------  Signature             -----------------------


James M. Carter
---------------------------------  Print Name            -----------------------


Vice-President
---------------------------------  Director or Secretary -----------------------