<PAGE>


                                                                   EXHIBIT 4.28





                              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

         (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

<PAGE>


                                      -2-                          ROYALTY DEED
-------------------------------------------------------------------------------

         (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;

         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%;
<PAGE>

                                      -3-                          ROYALTY DEED
-------------------------------------------------------------------------------

         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;

         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,
<PAGE>

                                      -4-                          ROYALTY 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

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

                                      -5-                          ROYALTY DEED
-------------------------------------------------------------------------------

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.

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.
<PAGE>

                                      -6-                          ROYALTY DEED
-------------------------------------------------------------------------------

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.

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
<PAGE>

                                      -7-                          ROYALTY DEED
-------------------------------------------------------------------------------

         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 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

<PAGE>
                                      -8-                          ROYALTY DEED
-------------------------------------------------------------------------------

         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 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.

<PAGE>
                                      -9-                          ROYALTY DEED
-------------------------------------------------------------------------------

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.

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.
<PAGE>

                                     -10-                          ROYALTY DEED
-------------------------------------------------------------------------------

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

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

                                Director/Secretary  Vice-President
------------------------------                      --------------------------

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


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

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

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

                                      OR

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

/s/ Joseph P. Guiffre
---------------------------------
Witness

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



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

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

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

                                Director/Secretary
------------------------------                      --------------------------
<PAGE>

                                     -12-                          ROYALTY DEED
-------------------------------------------------------------------------------
                                       OR

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

/s/ Joseph P. Guiffre
---------------------------------
Witness

Joseph P. Guiffre
---------------------------------
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>