EXECUTION
COPY


 


GOLD
AND SILVER PREPAYMENT AGREEMENT


 


CRH
FUNDING II PTE. LTD.


 


-
and –


 


ALASKA
GOLD TORRENT LLC


 


-
dated –


 


February
9, 2017


 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	Article
    1 Interpretation	1
	 	 
	1.1
    	Definitions	1
	1.2
    	Certain
    Rules of Interpretation	16
	 	 	 
	Article
    2 PUrchase and sale	17
	 	 
	2.1
    	Purchase
    and Sale of Refined Minerals	17
	2.2
    	Delivery
    Obligations	18
	2.3
    	Invoicing	20
	2.4
    	Purchase
    Price	20
	2.5
    	Use
    of Funds	20
	2.6
    	Guarantee	21
	2.7
    	Security	21
	2.8
    	Royalty
    Conversion	21
	 	 	 
	Article
    3 TRANCHE PAYMENTS	22
	 	 
	3.1
    	First
    Tranche Matters	22
	3.2
    	Conditions
    Precedent to Advance of First Tranche in Favor of the Purchaser	22
	3.3
    	First
    Tranche Closing Date Conditions Precedent in Favor of the Seller	25
	3.4
    	First
    Tranche Closing Date Closing Deliveries of the Purchaser	25
	3.5
    	Second
    Tranche	25
	3.6
    	Conditions
    Precedent to Advance of Second Tranche in Favor of the Purchaser	26
	 	 	 
	Article
    4 TERM AND TERMINATION AND ADJUSTMENT	27
	 	 
	4.1
    	Term	27
	 	 	 
	Article
    5 REPORTING; BOOKS AND RECORDS; INSPECTIONS	27
	 	 
	5.1
    	Monthly
    Reporting	27
	5.2
    	Annual
    Reporting	27
	5.3
    	Books
    and Records	28
	5.4
    	Inspections	28
	 	 	 
	Article
    6 COVENANTS	29
	 	 
	6.1
    	Conduct
    of Operations	29
	6.2
    	Preservation
    of Corporate Existence	29
	6.3
    	Processing/Commingling	30
	6.4
    	Offtake
    Agreements	30
	6.5
    	Insurance	31
	6.6
    	Confidentiality	32
	6.7
    	Notice
    of Adverse Impact	33
	6.8
    	Restrictions
    on Business	34
	6.9
    	Non-Arm’s
    Length Transactions	34


 




    	- i -



    	 



    

 


	6.10
    	Program
    and Budget	34
	6.11
    	Trading
    Activities of the Seller and the Seller Group Entities	34
	6.12
    	Acts
    to Prevent Seller Event of Default	35
	6.13
    	Security
    Documents and Encumbrances	35
	6.14
    	New
    Subsidiaries	35
	6.15
    	Other
    Reporting Requirements	35
	6.16
    	Compliance
    with Native American Requirements	36
	 	 	 
	Article
    7 TRANSFERS OF INTERESTS	36
	 	 
	7.1
    	Owner
    of Project Assets etc.	36
	7.2
    	Prohibited
    Transfers and Changes of Control	36
	7.3
    	Permitted
    Transfers and Changes of Control	36
	 	 	 
	Article
    8 SECURITY	40
	 	 
	8.1
    	Indebtedness
    and Encumbrances	40
	8.2
    	Stockpiling	41
	 	 	 
	Article
    9 REPRESENTATIONS AND WARRANTIES	41
	 	 
	9.1
    	Representations
    and Warranties of the Seller	41
	9.2
    	Representations
    and Warranties of the Purchaser	41
	9.3
    	Survival
    of Representations and Warranties	41
	9.4
    	Knowledge	41
	 	 	 
	Article
    10 sELLER EVENTS OF DEFAULT	42
	 	 
	10.1
    	Seller
    Events of Default	42
	10.2
    	Force
    Majeure	45
	 	 	 
	Article
    11 REMEDIES	45
	 	 
	11.1
    	Remedies	45
	 	 	 
	Article
    12 ADDITIONAL PAYMENT TERMS	46
	 	 
	12.1
    	Payments	46
	12.2
    	Taxes	46
	12.3
    	Overdue
    Payments	47
	12.4
    	Set-Off	47
	 	 	 
	Article
    13 RIGHT OF FIRST Offer	47
	 	 
	13.1
    	Right
    of First Offer	47
	 	 	 
	Article
    14 GENERAL	48
	 	 
	14.1
    	Disputes
    and Arbitration	48
	14.2
    	Further
    Assurances	49
	14.3
    	Survival	49
	14.4
    	No
    Joint Venture	49


 




    	- ii -



    	 



    

 


	14.5
    	Governing
    Law	49
	14.6
    	Notices	50
	14.7
    	Press
    Releases	51
	14.8
    	Amendments	51
	14.9
    	Beneficiaries	51
	14.10
    	Entire
    Agreement	51
	14.11
    	Waivers	52
	14.12
    	Assignment	52
	14.13
    	Severability	52
	14.14
    	Costs
    and Expenses	52
	14.15
    	Counterparts	52


 


Schedule
“A” - Description of Properties (with Map)

Schedule “B” - Seller Representations and Warranties

Schedule “C” - Purchaser Representations and Warranties

Schedule “D” - Security Documents

Schedule “E” - Permitted Encumbrances


Schedule
“F” – Initial Program and Budget


Schedule
“G” – Current Indebtedness


Schedule
“H” – Intellectual Property


 




    	- iii -



    	 



    

 


THIS
GOLD AND SILVER PREPAYMENT AGREEMENT dated as of the 9th day of February, 2017 (the “Execution Date”)


 


BETWEEN:


 


CRH
FUNDING II PTE. LTD, a Singapore private
limited company


 


(the
“Purchaser”)


 


–
and –


 


ALASKA
GOLD TORRENT LLC, an Alaska limited liability company


 


(the
“Seller”)


 


WITNESSES
THAT:


 


WHEREAS
the Seller owns certain fee property and leases certain patented mining claims and State of Alaska unpatented mining claims
pursuant to the Underlying Lease, which properties are located in the Willow Creek Mining District, Alaska, all as more particularly
described in the description and the map set out in Schedule “A” attached hereto;


 


AND
WHEREAS the Seller seeks financing in order to fund the development of the Project (as defined herein) to bring the Project
into commercial production, and in such regard, the Purchaser has agreed to invest, or cause an Affiliate thereof to invest, up
to a maximum of $11.25 million in the Seller, subject at all times to the satisfaction of certain terms and conditions set forth
herein;


 


AND
WHEREAS in consideration, and in compliance with the terms herein, of the financing to be provided by the Purchaser or an
Affiliate thereof, the Seller has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Seller, an
amount of Refined Minerals as determined in this Agreement, all subject to and in accordance with the terms and conditions of
this Agreement;


 


AND
WHEREAS the Seller has agreed to grant certain security to the Purchaser to, among other things, collateralize its obligations
under this Agreement including the delivery and performance obligations set out herein, such security shall be granted pursuant
to the Security Documents;


 


AND
WHEREAS capitalized terms when used in these recitals shall have the respective meanings set out in Article 1;


 


NOW
THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:


 


Article
1


Interpretation


 


		1.1	Definitions



 


In
this Agreement, including in the recitals and schedules hereto:


 


“Abandonment
Property” has the meaning set out in Section 7.3(e).


 




    	- 1 - 



    	 



    

 


“Additional
Term” has the meaning set out in Section 4.1.


 


“Affiliate”
means, in relation to any Person, any other Person who is, directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with such first mentioned Person. For the purposes of this Agreement, including this definition
and the definitions of “Change of Control” and “subsidiary”, “control”
(including, with correlative meanings, the terms “controlled by” and “under common control with”),
as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement”
means this Gold and Silver Prepayment Agreement and all attached Schedules, in each case as the same may be amended, restated,
amended and restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.


 


“Applicable
Laws” means any international, federal, state, provincial, territorial, local or municipal law, regulation, ordinance,
code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority, including
any judicial or administrative interpretation thereof, applicable to a Person or any of its properties, assets, business or operations.


 


“Applicable
Percentage” has the meaning set out in Section 6.5(b) or 6.5(d), as the case may be.


 


“Approvals”
means all authorizations, clearances, consents, orders and other approvals required to be obtained from any Person, including
any Governmental Authority, in connection with the transactions contemplated by this Agreement.


 


“Approved
Terms” has the meaning set out in Section 13.1(b).


 


“Business
Day” means any day other than a Saturday or Sunday or a day that is a statutory holiday under the laws of the State
of New York.


 


“CAR
Rules” has the meaning set out in Section 14.1(b).


 


“Cash
Notice” has the meaning set out in Section 2.2(d).


 


“Cash
Revocation Notice” has the meaning set out in Section 2.2(f).


 


“Change
of Control” of a Person (the “Subject Person”) means the consummation of any transaction, including
any consolidation, arrangement, amalgamation or merger or any issue, Transfer or acquisition of voting securities, the result
of which is that any other Person or group of other Persons acting jointly or in concert for purposes of such transaction: (1)
becomes the beneficial owner, directly or indirectly, of 50% or more of the voting securities of the Subject Person (other than
if the Seller is the Subject Person, in which case, of 20% or more of its voting securities); or (2) acquires control, directly
or indirectly, of the Subject Person, provided that a Change of Control shall not include any transaction that results in all
of the common shares of the Subject Person continuing to be, directly or indirectly, beneficially owned by the Seller.


 


“Collateral”
means the property, assets and undertaking that is subject to and charged by the Security Documents.


 




    	- 2 - 



    	 



    

 


“Commercial
Production” means the production in two consecutive months of a minimum of 650 Gold Equivalent Ounces per month.


 


“Commingling
Plan” has the meaning set out in Section 6.3.


 


“Confidential
Information” has the meaning set out in Section 6.6(a).


 


“Date
of Delivery” has the meaning set out in Section 2.2(c) or Section 2.2(g), as the case may be.


 


“Designated
Jurisdiction” means any of Canada, Singapore, the United Kingdom and the United States.


 


“Dissolution”
means, in respect of any Person, the bankruptcy, insolvency, winding-up, administration or liquidation of that Person and any
equivalent or analogous procedure.


 


“Distribution”
means, with respect to any Person:


 


	 	(i)	the
    retirement, redemption, retraction, purchase or other acquisition by such Person of any securities of such Person;
	 	 	 
	 	(ii)	the
    declaration or payment of any dividend, return of capital or other distribution (in cash, securities or other property or
    otherwise) of, on or in respect of, any securities of such Person; and
	 	 	 
	 	(iii)	any
    other payment or distribution (in cash, securities or other property, or otherwise) by such Person of, on or in respect of
    its securities.


 


“Dispute”
has the meaning set out in Section 14.1(a).


 


“Documents”
means this Agreement and all other documents, certificates, and instruments executed or delivered by any Obligor to the Purchaser
in connection with this Agreement, as may be amended, supplemented, restated, replaced, or otherwise modified from time to time,
and “Document” means any one of them.


 


“Environmental
Law” has the meaning set forth in the Section 1(w)(i)(A) of Schedule B.


 


“Environmental
Permits” has the meaning set forth in the Section 1(w)(i)(B) of Schedule B.


 


“Encumbrances”
means any and all mortgages, charges, assignments, hypothecs, pledges, security interests, liens and other encumbrances of every
nature and kind, whether contingent or absolute and any agreement, option or privilege capable of becoming any of the foregoing
(whether consensual, arising by law or otherwise) that secures the payment of any Indebtedness or liability or the observance
or performance of any obligation.


 


“Excluded
Taxes” means any additional Taxes imposed or collected by a jurisdiction: (i) by reason of the Purchaser (or any assignee
of the Purchaser pursuant to Section 14.12, but with respect only to the interest of such assignee) being incorporated or resident
in that jurisdiction, carrying on business in, or having a permanent establishment or a connection in that jurisdiction or participating
in a transaction separate from this Agreement in that jurisdiction, in each case determined by application of the laws of that
jurisdiction, other than by reason of acquiring Refined Minerals under this Agreement, receiving payments or deliveries under
this Agreement in that jurisdiction, making payments under this Agreement, or enforcing rights under this Agreement or any of
the other Documents; or (ii) other than a Designated Jurisdiction solely by reason of the location of the metal account or bank
accounts described in Section 2.2(c) being located in such jurisdiction.


 




    	- 3 - 



    	 



    

 


“Execution
Date” has the meaning set out on page 1 hereof.


 


“Fee
Property” has the meaning set forth in the Section 1(r) of Schedule B.


 


“Financing”
has the meaning set out in Section 13.1(a).


 


“First
Delivery Date” means the first Business Day after the earlier of: (i) the first date on which Commercial Production
has been achieved, and (ii) 15 months from the First Tranche Closing Date.


 


“First
Tranche” means a total of $6,500,000.


 


“First
Tranche Closing Date” means the date three (3) Business Days following the satisfaction or waiver of the First Tranche
Closing Date Conditions or on such other date as the Parties may agree on in writing.


 


“First
Tranche Deadline” means eleven (11) months from the Execution Date.


 


“First
Tranche Closing Date Conditions” means those conditions set out in Section 3.2.


 


“Force
Majeure” means any event or circumstance, or a combination of events and/or circumstances:


 


	 	(i)	that
    directly causes or results in the prevention or delay of the Seller from performing the particular obligation in this Agreement;
    
	 	 	 
	 	(ii)	which
    is beyond the reasonable control of the Seller; and
	 	 	 
	 	(iii)	could
    not, or the effects of that event or circumstance could not, have been prevented or delayed, overcome or remedied by the Seller,
    acting reasonably;


 


and
provided the event or circumstance meets the foregoing criteria, includes without limitation:


 


	 	(A)	acts
    of war (whether war be declared or not); public disorders, insurrection, rebellion, revolution, terrorist acts, sabotage,
    riots or violent demonstrations; 
	 	 	 
	 	(B)	civil
    disobedience, caused by indigenous peoples, environmental lobbyists, non-governmental organizations or local community groups
    or other persons;
	 	 	 
	 	(C)	injunctions
    imposed by any Governmental Authority except if caused by a breach of the law or a court resolution;
	 	 	 
	 	(D)	floods,
    earthquakes, hurricanes or other natural calamities or acts of God;
	 	 	 
	 	(E)	travel
    and access restrictions imposed by government or other third parties, or other delays caused by endemics, epidemics or pandemics;
    
	 	 	 
	 	(F)	injunctions
    not caused by any breach of this Agreement by the Seller whether of the kind enumerated above or whether foreseen, foreseeable
    or otherwise unforeseeable;


 


and
provided that “Force Majeure” does not include any legal or lawful labour strikes.


 




    	- 4 - 



    	 



    

 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time, consistently applied throughout the
applicable period.


 


“Gold
Equivalent” has the meaning set forth in the definition for Gold Equivalent Ounces.


 


“Gold
Equivalent Ounces” means, (i) the number of ounces of gold produced during a specific period (for purposes of this definition
the “Milestone Period”), plus (ii) the number of ounces of silver produced during the Milestone Period expressed
in additional ounces of gold (for the purposes of this definition, the “Gold Equivalent”). The Gold Equivalent
shall be equal to the number of ounces of silver produced under (ii) above, divided by the quotient of (x) the average Gold Market
Price for the trading days during the Milestone Period, and (y) the average Silver Market Price for the trading days during the
Milestone Period.


 


“Gold
Market Price” means, with respect to any day, the afternoon per ounce gold fixing price in US dollars quoted by the
London Bullion Market Association for Refined Gold on such day or, if such day is not a trading day, the immediately preceding
trading day. If, for any reason, the London Bullion Market Association is no longer in operation or the price of Refined Gold
is not confirmed, acknowledged by or quoted by the London Bullion Market Association, the Gold Market Price shall be determined
by reference to the price of Refined Gold in the manner endorsed by the London Bullion Market Association and World Gold Council,
failing which the Gold Market Price will be determined by reference to the price of Refined Gold on a commodity exchange mutually
acceptable to the Parties, acting reasonably.


 


“Gold
Torrent” means Gold Torrent, Inc.


 


“Governmental
Authority” means any international, federal, state, provincial, territorial, municipal or local government, agency,
department, ministry, authority, board, tribunal, commission or official, including any such entity with power to tax, or exercise
regulatory or administrative functions, or any court, arbitrator (public or private), stock exchange or securities commission.


 


“Guarantee”
has the meaning set out in Section 2.6.


 


“Hazardous
Substances” has the meaning set forth in the Section 1(w)(i)(A) of Schedule B.


 




    	- 5 - 



    	 



    

 


“Indebtedness”
of any Person means, without duplication:


 


	 	(i)	all
    obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, bills
    or other similar instruments;
	 	 	 
	 	(ii)	all
    obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s
    acceptances issued for such Person’s account;
	 	 	 
	 	(iii)	all
    obligations of such Person under any lease that is required to be classified and accounted for as a capital or financed lease
    for financial accounting purposes or under any synthetic lease, tax retention, operating lease or other lease having substantially
    the same economic effect as a conditional sale, title retention agreement or similar arrangement;
	 	 	 
	 	(iv)	all
    obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable
    incurred in the ordinary course of business);
	 	 	 
	 	(v)	all
    indebtedness of another Person secured by (or for which the holder of such obligations has an existing right, contingent or
    otherwise, to be secured by) any Encumbrance, upon or in property owned by such Person, even if such Person has not assumed
    or become liable for the payment of such obligations or such obligations are limited in recourse;
	 	 	 
	 	(vi)	all
    obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to
    property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event
    of default are limited to repossession or sale of such property);
	 	 	 
	 	(vii)	all
    guarantees, indemnities and other obligations (contingent or otherwise) of such Person in respect of Indebtedness of another
    Person; and
	 	 	 
	 	(viii)	all
    obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any equity, ownership or profit
    interests in such Person within ten years from the date of issuance thereof.


 


“Initial
Program and Budget” means the 18-month program and budget with respect to project construction and development including
initial gold recovery plant and mining operations to be conducted at the Properties by the Seller or the Seller Group Entities
for the period between the first month from the First Tranche Closing Date and the 18-month anniversary thereof, which, among
other things, sets out the use of all capital provided in all Tranches, a copy of which is attached hereto as Schedule “F”.


 


“Initial
Term” has the meaning set out in Section 4.1.


 


“Insolvency
Event” means, in relation to any Person, any one or more of the following events or circumstances:


 


	 	(i)	proceedings
    are commenced for the Dissolution of it, unless it in good faith actively and diligently contests such proceedings resulting
    in a dismissal or stay thereof within 30 days of the commencement of such proceedings;
	 	 	 
	 	(ii)	a
    decree or order of a court of competent jurisdiction is entered adjudging it to be bankrupt or insolvent (unless vacated),
    or a petition seeking reorganization, arrangement or adjustment of or in respect of it is approved under applicable laws relating
    to bankruptcy, insolvency or relief of debtors;


 




    	- 6 - 



    	 



    

 


 


	 	(iii)	it
    makes an assignment for the benefit of its creditors, or petitions or applies to any court or tribunal for the appointment
    of a receiver or trustee for itself or any substantial part of its assets or property, or commences for itself or acquiesces
    in or approves or has filed or commenced against it any proceeding under any Applicable Law relating to bankruptcy, insolvency,
    reorganization, arrangement or readjustment of debt or any proceeding for the appointment of a receiver or trustee for itself
    or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar
    Person appointed with respect to it or any substantial portion of its property or assets unless such proceeding, assignment
    or appointment is involuntary and dismissed, vacated or stayed within 30 days of commencement of such proceeding; or
	 	 	 
	 	(iv)	a
    resolution of its board of directors is passed for the receivership or winding-up or liquidation of it.


 


“Leased
Real Property” has the meaning set forth in the Section 1(r) of Schedule B.


 


“Lot”
means the applicable quantity of Minerals from the Project delivered to an Offtaker.


 


“Material
Adverse Effect” means any event, occurrence, change or effect that, when taken individually or together with all other
events, occurrences, changes or effects:


 


	 	(v)	materially
    limits, restricts or impairs or is reasonably likely to materially limit, restrict or impair the ability of: (1) the Seller
    or any Seller Guarantors to perform their respective obligations under this Agreement or any other Document, as applicable;
    or (2) the Seller to operate the Project substantially in accordance with the Operating Plan in effect at the time of the
    occurrence of the event, occurrence, change or effect; or
	 	 	 
	 	(vi)	causes
    or is reasonably likely to cause any significant decrease to expected gold or silver production from the Project based on
    the Operating Plan in effect at the time of the occurrence of the event, occurrence, change or effect.


 


“Material
Agreements” means, collectively, this Agreement, the Security Documents, any Offtake Agreements, the Underlying Lease
and any other agreement or contract, the breach, loss or termination of which could reasonably be expected to result in a Material
Adverse Effect.


 


“Milestone
Period” has the meaning set forth in the definition for Gold Equivalent Ounces.


 


“Miranda”
means Miranda U.S.A., Inc.


 


“Minerals”
means any and all marketable gold and silver bearing material in whatever form or state that is mined, produced, extracted or
otherwise recovered from the Properties, and include any such material derived from any processing or reprocessing of any tailings,
waste rock or other waste products originally derived from the Properties, and include ore and any other products resulting from
the further milling, processing or other beneficiation of Minerals, including concentrates or doré.


 




    	- 7 - 



    	 



    

 


“Mining
Activities” means those activities of the Seller that involve or are related to any type of exploration, evaluation,
construction, development of resources and/or reserves, mining, processing, sale or transporting of Minerals and related activities,
and the providing of services related thereto, at the Project, including (i) financing activities, general administrative management
and operational activities to advance the financing and development of the Project and (ii) activities set out in the Seller’s
limited liability company agreement.


 


“Money
Laundering Laws” has the meaning set forth in the Section 1(q)(ii) of Schedule B.


 


“Monthly
Report” means a written report in relation to a calendar month with respect to the Project that contains, for such month:


 


	 	(i)	a
    narrative description of activities conducted with respect to the Project for such month;
	 	 	 
	 	(ii)	types,
    tonnes and grades of mined Minerals from the Project;
	 	 	 
	 	(iii)	types,
    tonnes and grades of stockpiled Minerals from the Project;
	 	 	 
	 	(iv)	tonnes
    of Minerals processed by and resulting concentrates from the processing facilities related to the Project in total and similar
    information with respect to any other processing facilities;
	 	 	 
	 	(v)	the
    number of ounces of gold and silver contained in Minerals processed during such month, but not delivered to an Offtaker by
    the end of such month;
	 	 	 
	 	(vi)	a
    summary of deliveries from the Project copies of available Offtaker Settlement Sheets and other Offtaker statements, invoices
    or receipts, or if the sharing of such documents is restricted by applicable confidentiality restrictions or Applicable Laws,
    such other information that will allow the Purchaser to verify all aspects of the deliveries of Refined Minerals and compliance
    with other provisions of this Agreement;
	 	 	 
	 	(vii)	the
    aggregate number of ounces of Refined Gold and the number of ounces of Refined Silver delivered to the Purchaser under this
    Agreement up to the end of such month;
	 	 	 
	 	(viii)	monthly
    progress reports that include statements of expenditures and comparisons of such expenditures to the Initial Program and Budget
    and to Subsequent Programs and Budgets;
	 	 	 
	 	(ix)	a
    detailed final report within 30 days after completion of the Initial Program and Budget and the Subsequent Programs and Budgets,
    which report shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and
    results of the Initial Program and Budget and the Subsequent Programs and Budgets, as applicable;
	 	 	 
	 	(x)	actions
    taken pursuant to discussions with any Governmental Authority or Native American tribes, well as actions pursuant to environmental
    operations including, any perceived related risks with respect to either of such matters;


 




    	- 8 - 



    	 



    

 


 


	 	(xi)	notice
    regarding any events (or lapses of time or action) that materially increase the likelihood of a Seller Event of Default under
    this Agreement, and any actions taken to remediate any such event, lapses of time or action;
	 	 	 
	 	(xii)	notice
    regarding entrance into, termination of, or any material breach under, any Material Agreement; and
	 	 	 
	 	(xiii)	such
    other information regarding the calculation of the amount of Refined Minerals delivered to the Purchaser as the Purchaser
    may reasonably request.


 


“Net
Present Value of the Remaining Purchase” means the net present value of the Purchaser’s rights to acquire Refined
Minerals under this Agreement over the full operational life of the Project, calculated on the basis of the Operating Plan that
exists as of the later to have occurred of the First Tranche Closing Date or Second Tranche Closing Date and reasonable assumptions
regarding metal recoveries, discount rate, exchange rates and metal prices.


 


“Net
Proceeds” means, with respect to the receipt of insurance proceeds, the aggregate amount received by the Seller Group
Entities less the fees, costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Purchaser)
incurred or paid to a third party by any Seller Group Entity in connection with the claim giving rise to such proceeds, without
deduction for any insurance premiums or similar payments.


 


“New
Owner” has the meaning set out in Section 7.3(a)(iii).


 


“New
Seller Guarantors” has the meaning set out in Section 7.3(a)(iv).


 


“NI
43-101” has the meaning set forth in the Section 1(v) of Schedule B.


 


“Obligor”
means, as applicable, the Seller and any Seller Group Entity.


 


“Offtake
Agreement” means any agreement, arrangement or transaction entered into by any Seller Group Entity with any Person (including
spot sales): (i) for the sale of Minerals to such Person (other than an intra-company sale between Seller Group Entities that
precedes the sale of Minerals to an arm’s length third party); or (ii) for the smelting, refining or other beneficiation
of Minerals by such Person for the benefit of any Seller Group Entity, as may be amended, restated, amended and restated, supplemented,
modified or superseded from time to time.


 


“Offtaker”
means any Person that enters into an Offtake Agreement with a Seller Group Entity.


 


“Offtaker
Settlement” means: (i) with respect to Minerals from the Project purchased by an Offtaker from a Seller Group Entity,
the receipt by a Seller Group Entity of payment, or other consideration from the Offtaker, whether provisional or final; and (ii)
with respect to Minerals from the Project refined, smelted or otherwise beneficiated by an Offtaker on behalf of a Seller Group
Entity, the receipt by the Seller Group Entity of Refined Minerals or other materials or payments derived from or relating to
Produced Minerals in accordance with the applicable Offtake Agreement.


 


“Offtaker
Settlement Sheets” means the final documents from the Offtaker (or if such final documents are not available in the
case of a provisional payment, the relevant documents on which such provisional payment has been determined) or such other relevant
documents, in each case evidencing at least the amount of Minerals, including Produced Minerals in each Lot.


 




    	- 9 - 



    	 



    

 


“Operating
Plan” means a life of mine operating plan for the Project as the same may be amended from time to time.


 


“Option
Notice” has the meaning set out in Section 13.1(c).


 


“Other
Minerals” means any and all marketable metal bearing material in whatever form or state (including ore) that is mined,
produced, extracted or otherwise recovered from any location that is not within the Properties.


 


“Parties”
means the parties to this Agreement.


 


“Patented
Mining Claims” has the meaning set forth in the definition for Properties.


 


“Payable
Minerals” means:


 


	 	(i)	Commencing
    as of the First Delivery Date, 18% of the Produced Minerals contained in a Lot in respect of which Lot any Seller Group Entity
    receives an Offtaker Settlement, until such time that Seller has delivered a cumulative total of 23,000 Gold Equivalent Ounces
    to Purchaser, provided that if at any time before Seller has delivered a cumulative total of 23,000 Gold Equivalent Ounces
    to Purchaser, (x) the capacity of the processing plant constructed and fully utilized in operations at the Project is equal
    to or exceeds 400 tons per day, and (y) Purchaser has agreed to a revised Operating Plan and satisfied itself, acting reasonably,
    that the new Operating Plan is sufficiently supported by internal resource estimates, then the delivery rate will be reduced
    from 18% to 15% of the Produced Minerals. 
	 	 	 
	 	(ii)	At
    such time that Seller has delivered a cumulative total of 23,000 Gold Equivalent Ounces to Purchaser, Payable Minerals shall
    mean 10% of the Produced Minerals contained in a Lot in respect of which Lot any Seller Group Entity receives an Offtaker
    Settlement, until such time that Seller has delivered to Purchaser an additional 5,000 Gold Equivalent Ounces for a cumulative
    delivered total of 28,000 Gold Equivalent Ounces.
	 	 	 
	 	(iii)	At
    such time that Seller has delivered a cumulative total of 28,000 Gold Equivalent Ounces to Purchaser, Payable Minerals shall
    mean thereafter 5% of the Produced Minerals from the Patented Mining Claims and 2.5% from the State Mining Claims contained
    in a Lot in respect of which Lot any Seller Group Entity receives an Offtaker Settlement.


 


“Permits”
means all material licenses, permits, approvals (including environmental approvals) authorizations, rights (including surface
and access rights), privileges, concessions or franchises necessary for the development and operation of the Project, including
any contemplated by the Operating Plan.


 




    	- 10 - 



    	 



    

 


“Permitted
Encumbrances” means (i) any Encumbrance for taxes not yet due or delinquent or being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Encumbrance arising
in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any
Encumbrance created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising
in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in
good faith by appropriate proceedings, (iv) Encumbrance created under the Security Documents and securing the Seller’s obligations
under this Agreement, (v) Encumbrances (A) upon or in any equipment acquired or held by the Seller to secure the purchase price
of such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or
(B) existing on such equipment at the time of its acquisition, provided that the Encumbrance is confined solely to the property
so acquired and improvements thereon, and the proceeds of such equipment, (vi) Encumbrances incurred in connection with the extension,
renewal or refinancing of the indebtedness secured by Encumbrances of the type described in clauses (i) through (v) above, provided
that any extension, renewal or replacement Encumbrance shall be limited to the property encumbered by the existing Encumbrance
and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vii) leases or subleases
and licenses and sublicenses granted to others in the ordinary course of the Seller’s business, not interfering in any material
respect with the business of the Seller, (viii) Encumbrances in favor of customs and revenue authorities arising as a matter of
law to secure payments of custom duties in connection with the importation of goods, (ix) any reservations, or exceptions contained
in the original patents or by statute, (x) any registered easements and registered restrictions or covenants that run with the
land, in either case which do not materially detract from the value of, or materially impair the use of, the Properties, for the
purpose of conducting and carrying out mining operations thereon, (xi) liens or other rights granted by the Seller or a Seller
Guarantor to secure performance of statutory obligations or regulatory requirements (including reclamation obligations) to the
extent required by Applicable Law or Governmental Authority, (xii) Encumbrances arising from judgments, decrees or attachments
in circumstances not constituting an Seller Event of Default under Section 10.1, (xiii) those encumbrances listed on Schedule
“E”, and (xiv) any Encumbrance created with the Purchaser’s prior written consent.


 


“Permitted
Indebtedness” means:


 


	 	(i)	Indebtedness
    incurred by Seller or a Seller Guarantor constituting: (a) equipment financing that is secured only by the underlying equipment;
    (b) receivable financing that is secured only by the underlying receivables; (c) trade creditors which are part of the normal
    course of business; and (d) unsecured Indebtedness solely for working capital purposes in connection with the Project in an
    aggregate amount not to exceed $100,000;
	 	 	 
	 	(ii)	Indebtedness
    incurred under this Agreement;
	 	 	 
	 	(iii)	Indebtedness
    in respect of surety or completion bonds, standby letters of credit or letters of guarantee securing mine closure, asset retirement
    and environmental reclamation obligations of Seller or a Seller Guarantor to the extent required by Applicable Laws or Governmental
    Authority; and
	 	 	 
	 	(iv)	Any
    other Indebtedness (a) for which the Purchaser has provided prior written consent, or (b) which is outstanding as of the date
    hereof as set forth on Schedule “G”.


 


“Person”
includes an individual, corporation, body corporate, limited or general partnership, joint stock company, limited liability corporation,
joint venture, association, company, trust, bank, trust company, Governmental Authority or any other type of organization or entity,
whether or not a legal entity.


 




    	- 11 - 



    	 



    

 


“Produced
Minerals” means any and all gold or silver in whatever form or state that is mined, produced, contained, extracted or
otherwise recovered from the Properties, including any gold or silver derived from any processing or reprocessing of any tailings
(owned and retained by the Seller), waste rock or other waste products derived from the Properties, and including gold or silver
contained in any ore or other products resulting from the further milling, processing or other beneficiation of minerals mined,
produced, extracted or otherwise recovered from the Properties, including concentrates and bars.


 


“Project”
means the Project Assets, as well as the mining, exploration and development operations conducted thereon.


 


“Project
Assets” means the Properties and all other present and after-acquired real or personal property or other assets and
rights (including water rights and surface rights) used or acquired for use by any Seller Group Entity in connection with the
Project and any mining, production, processing or extraction of minerals from the properties that comprise the Project, including
the mines, infrastructure, processing facilities and other facilities constructed and operated at or in respect of the Properties.


 


“Project
Net Present Value” means the net present value of the Project based on: (i) the calculation methodology contained in
the original Operating Plan; and (ii) the operating projections set forth in the then current Operating Plan.


 


“Properties”
means (i) the Underlying Lease and the leasehold interest thereunder in the patented mining claims (“Patented Mining
Claims”) and State of Alaska unpatented mining claims (“State Mining Claims”) more particularly described
on Part 2 of Schedule “A” attached hereto; (ii) the Fee Property more particularly described on Part 1 of Schedule
“A” attached hereto; (iii) and any and all real property interests, mineral claims, mineral leases, and any related
rights, concessions or interests, owned or in respect of which an interest is held in the Project, directly or indirectly, by
any Seller Group Entity, whether created privately or by the action of any Governmental Authority, including any and all properties
acquired (including by lease) by any Seller Group Entity within 25 miles of the exterior boundary of the Properties described
on Schedule “A” attached hereto; and (iv) any term extension, renewal, replacement, conversion or substitution of
any such real property interests, mineral claims, mineral leases, and any related rights, concessions or interests, owned or in
respect of which an interest is held, directly or indirectly, by any Seller Group Entity at any time during the Term, whether
or not such ownership or interest is held continuously; and (v) all buildings, structures, improvements, appurtenances and fixtures
on or attached to the properties described in parts (i), (ii), (iii), and (iv) above.


 


“Purchase
Price” means an amount up to $11,250,000, in the aggregate.


 


“Purchaser”
means CRH Funding II PTE Ltd.


 


“Purchaser
Term Sheet” has the meaning set out in Section 13.1(d).


 


“Receiving
Party” has the meaning set out in Section 6.6(a).


 


“Refined
Gold” means marketable metal bearing material in the form of gold bars or coins that is refined to standards meeting
or exceeding 995 parts per 1,000 fine gold.


 


“Refined
Minerals” means Refined Gold and Refined Silver.


 




    	- 12 - 



    	 



    

 


“Refined
Silver” means marketable metal bearing material in the form of silver that is refined to standards meeting and exceeding
commercial standards for the sale of refined silver.


 


“Reports”
has the meaning set forth in the Section 1(v) of Schedule B.


 


“Restricted
Person” means any Person that:


 


	 	(i)	is
    named, identified, described in or on or included in or on any of:


 


	 	(1)	the
    lists maintained by the Office of the Superintendent of Financial Institutions (Canada) with respect to terrorism financing,
    including the lists made under subsection 83.05(1) of the Criminal Code, under the Regulations Implementing the
    United Nations Resolutions on the Suppression of Terrorism and under the United Nations Al-Qaida and Taliban Regulations;
	 	 	 
	 	(2)	the
    Denied Persons List, the Entity List or the Unverified List, compiled by the Bureau of Industry and Security, U.S. Department
    of Commerce;
	 	 	 
	 	(3)	the
    List of Statutorily Debarred Parties compiled by the U.S. Department of State;
	 	 	 
	 	(4)	the
    Specially Designated Nationals Blocked Persons List compiled by the U.S. Office of Foreign Assets Control;
	 	 	 
	 	(5)	the
    annex to, or is otherwise subject to the provisions of, U.S. Executive Order No. 13324; or
	 	 	 
	 	(6)	any
    other Applicable Law relating to anti-terrorism or anti-money laundering matters;


 


	 	(ii)	is
    subject to trade restrictions under any Applicable Laws, including, but not limited to:


 


	 	(1)	the
    United Nations Act (Canada), the Special Economic Measures Act (Canada) and the Freezing of Assets of Corrupt
    Foreign Officials Act (Canada);
	 	 	 
	 	(2)	the
    International Emergency Economic Powers Act, 50 U.S.C.; and
	 	 	 
	 	(3)	the
    Trading with the Enemy Act, 50 U.S.C. App. 1.1 et seq.; or any other enabling legislation or executive order relating
    thereto, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
    Terrorism Act of 2001, Title III of Pub. L. 107 56; or


 


	 	(iii)	is
    a Person or entity who is an Affiliate of a Person or entity listed above.


 


“Right
of First Offer” has the meaning set out in Section 13.1(c).


 


“Sanctioned
Country” has the meaning set forth in the Section 1(q)(iii) of Schedule B.


 




    	- 13 - 



    	 



    

 


“Sanctions”
has the meaning set forth in the Section 1(q)(iii) of Schedule B.


 


“Second
Tranche” means $4,750,000.


 


“Second
Tranche Closing Date” means five Business Days after the Purchaser has notified the Seller that it is satisfied that
the conditions set out in Section 3.6 have been satisfied or will be satisfied on the Second Tranche Closing Date, which must
occur after the Second Tranche Closing Date Conditions have been fulfilled to the satisfaction of the Purchaser, acting reasonably.
For clarity, Closing shall not occur on the Second Tranche Closing Date if the Second Tranche Closing Date Conditions have not
been fulfilled to the satisfaction of the Purchaser, acting reasonably.


 


“Second
Tranche Closing Date Conditions” means those conditions identified as such in Section 3.6.


 


“Second
Tranche Deadline” means March 31, 2018.


 


“Security”
means the charges and security interests granted in favor of the Purchaser pursuant to the Security Documents.


 


“Security
Documents” means, collectively, the agreements, instruments and documents listed in Schedule “D” and any
other agreements, documents, instruments, financing statements and writings now or hereafter existing relating to the Security
Documents, or required pursuant to the terms herein, together with all amendments, modifications, renewals or extensions thereof.


 


“Seller”
means Alaska Gold Torrent LLC.


 


“Seller
Event of Default” has the meaning set out in Section 10.1.


 


“Seller
Group Entity” means the Seller and any Affiliate of the Seller, including any Seller Guarantors, from time to time.


 


“Seller
Guaranteed Obligations” means all present and future debts, liabilities and obligations whatsoever of any Seller Guarantors
to the Purchaser under or in connection with this Agreement or any other Document or any other Documents (as pertains to the obligations
arising thereunder in connection with this Agreement), including the Seller’s Obligations.


 


“Seller
Guarantors” means any Person that is required, following the Execution Date, to become a guarantor of the Seller Guaranteed
Obligations pursuant to this Agreement.


 


“Seller’s
Obligations” means all present and future debts, liabilities and other obligations whatsoever of the Seller to the Purchaser
under or in connection with this Agreement or any other Documents (as pertains to the obligations arising thereunder in connection
with this Agreement), including its obligations under Article 2 and to pay any amounts under this Agreement, including an award
of the arbitrators.


 


“Shares”
means, in the case of a body corporate, shares (voting or otherwise) in the body corporate, and in the case of any other Person,
shares, partnership or member interests, or voting, equity, participating or other ownership interests in that Person, and includes
any option or other right to acquire Shares and any security convertible into or exchangeable for Shares.


 




    	- 14 - 



    	 



    

 


“Share
Transfer” means a transfer of shares (including an issuance of Shares) not involving a Change of Control.


 


“Silver
Market Price” means, with respect to any day, the afternoon per ounce silver fixing price in US dollars quoted by the
London Bullion Market Association for Refined Silver on such day or, if such day is not a trading day, the immediately preceding
trading day. If, for any reason, the London Bullion Market Association is no longer in operation or the price of Refined Silver
is not confirmed, acknowledged by or quoted by the London Bullion Market Association, the Silver Market Price shall be determined
by reference to the price of Refined Silver in the manner endorsed by the London Bullion Market Association, failing which the
Silver Market Price will be determined by reference to the price of Refined Silver on a commodity exchange mutually acceptable
to the Parties, acting reasonably.


 


“State
Mining Claims” has the meaning set forth in the definition for Properties.


 


“Stockpiling
Activities” has the meaning set out in Section 8.2.


 


“Subsequent
Program and Budget” means each consecutive 12 month program and budget (excluding the Initial Program and Budget) with
respect to mining operations to be conducted at the Properties by the Seller or the Seller Group Entities. Subsequent Programs
and Budgets, among other things, shall set out the use of the unexpended remainder of the Purchase Price, advanced or unadvanced.


 


“Subsidiary”
means, with respect to any Person, any other Person which is, directly or indirectly, controlled and wholly-owned by that
Person.


 


“Taxes”
means all taxes, surtaxes, duties, levies, imposts, tariffs, fees, assessments, reassessments, withholdings, dues and other charges
of any nature, whether disputed or not, by a Governmental Authority, and instalments in respect thereof, including such amounts
imposed or collected on the basis of: income; capital, real or personal property; payments, deliveries or transfers of property
of any kind to residents or non-residents; purchases, consumption, sales, use, import, export of goods and services; mining; distributions;
equity; together with penalties, fines, additions to tax and interest thereon; and “Tax” shall have a corresponding
meaning.


 


“Technical
Report” means the National Instrument 43-101 Technical Report: Preliminary Feasibility Study for the Lucky Shot Project,
Matanuska-Susitna Borough, Alaska, USA, dated June 30, 2016, prepared by Hard Rock Consulting, LLC.


 


“Term”
has the meaning set out in Section 4.1.


 


“Third
Parties” has the meaning set out in Section 6.6(a)(i).


 


“Third
Party Terms” has the meaning set out in Section 13.1(b).


 


“Time
of Delivery” has the meaning set out in Section 2.2(c) or Section 2.2(g), as the case may be.


 


“Toll-Processing
Agreement” means an executed definitive agreement to which the Seller is a party, governing toll-processing at a market
rate for full commercial production over the life of the Project, in form and substance satisfactory to the Purchaser.


 




    	- 15 - 



    	 



    

 


“Trading
Activities” has the meaning set out in Section 6.11.


 


“Tranche”
means any of the First Tranche and the Second Tranche, and “Tranches” means each of the First Tranche and the
Second Tranche.


 


“Transfer”
means to, directly or indirectly, sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including
expropriation or other transfer required or imposed by law or any Governmental Authority), whether voluntary or involuntary.


 


“Underlying
Lease” has the meaning set forth on Schedule A.


 


		1.2	Certain
                                         Rules of Interpretation



 


Except
as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:


 


	 	(a)	The
    terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”,
    “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its
    entirety and not to any particular provision hereof.
	 	 	 
	 	(b)	References
    to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified
    Article or Section of or Schedule to this Agreement.
	 	 	 
	 	(c)	Headings
    of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation
    of this Agreement.
	 	 	 
	 	(d)	Where
    the word “including” or “includes” is used in this Agreement, it means “including without limitation”
    or “includes without limitation”.
	 	 	 
	 	(e)	The
    language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict
    construction shall be applied against any Party.
	 	 	 
	 	(f)	Unless
    the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender
    include all genders.
	 	 	 
	 	(g)	A
    reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise
    specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements
    or supersedes any such statute or any such regulation from time to time.
	 	 	 
	 	(h)	Time
    is of the essence in the performance of the Parties’ respective obligations under this Agreement.
	 	 	 
	 	(i)	Unless
    specified otherwise, in this Agreement a period of days shall be deemed to begin on the first day after the event which began
    the period and to end at 5:00 p.m. (New York time) on the last day of the period. If, however, the last day of the period
    does not fall on a Business Day, the period shall terminate at 5:00 p.m. (New York time) on the next Business Day.


 




    	- 16 - 



    	 



    




 


	 	(j)	Unless
    specified otherwise in this Agreement, all statements or references to dollar ($) amounts in this Agreement are to United
    States dollars.
	 	 	 
	 	(k)	The
    following Schedules are attached to and form part of this Agreement:


 


	 	Schedule
    “A”	-	Description
    of Properties (with Map)
	 	 	 	 
	 	Schedule
    “B”	-	Seller
    Representations and Warranties
	 	 	 	 
	 	Schedule
    “C”	-	Purchaser
    Representations and Warranties
	 	 	 	 
	 	Schedule
    “D”	-	Security
    Documents
	 	 	 	 
	 	Schedule
    “E”	-	Permitted
    Encumbrances
	 	 	 	 
	 	Schedule
    “F”	-	Initial
    Program and Budget
	 	 	 	 
	 	Schedule
    “G”	-	Current
    Indebtedness
	 	 	 	 
	 	Schedule
    “H”	-	Intellectual
    Property


 


Article
2


PUrchase
and sale


 


	 	2.1	Purchase
    and Sale of Refined Minerals 


 


	 	(a)	Subject
    to and in accordance with the terms of this Agreement, during the Term, for no additional consideration over and above the
    Purchase Price, the Seller hereby sells to the Purchaser, and the Purchaser hereby purchases from the Seller: (i) in respect
    of each Lot, the amount of Refined Minerals equal to Payable Minerals; and (ii) such additional amounts of Refined Minerals
    that the Seller chooses to deliver to the Purchaser, in both cases, free and clear of all Encumbrances.
	 	 	 
	 	(b)	The
    amount of Produced Minerals shall be measured by the amount of gold and silver contained in the Minerals received by the Offtaker
    as determined by the Offtaker Settlement Sheets. Produced Minerals shall not be reduced by, and the Purchaser shall not be
    responsible for, any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement
    charges, financing charges or price participation charges, or other similar charges or deductions, regardless of whether such
    charges or deductions are expressed as a specific metal deduction, as any recovery rate or otherwise, in any case, pursuant
    to the terms of the applicable Offtake Agreement or otherwise.
	 	 	 
	 	(c)	The
    Seller’s obligation to deliver Refined Minerals under this Agreement shall be to deliver Refined Minerals in a manner
    and in an amount determined in accordance with the terms of this Agreement. Without in any way limiting or lessening the delivery
    obligations of the Seller under this Agreement, the Parties acknowledge that the Seller shall not be obliged to, and it is
    not the intention of the Seller to, sell or deliver to the Purchaser the Refined Minerals physically resulting from gold and
    silver mined, produced, extracted or otherwise recovered from the Properties.


 




    	- 17 - 



    	 



    




 


		2.2	Delivery
                                         Obligations



 


	 	(a)	Subject
    to Section 2.2(b), within five Business Days after the date of each Offtaker Settlement on or following the First Delivery
    Date, the Seller shall deliver to the Purchaser (for no additional consideration over and above the Purchase Price) Refined
    Minerals in an amount equal to at least Payable Minerals in respect of the Lot to which such Offtaker Settlement relates.
    
	 	 	 
	 	(b)	If
    an Offtaker Settlement consists of a provisional payment that may be adjusted upon final settlement of a Lot, then:


 


	 	(i)	within
    five Business Days after the date of such provisional Offtaker Settlement, the Seller shall deliver to the Purchaser for Purchaser’s
    own use absolutely: Refined Minerals in an amount equal to the Payable Minerals in respect of such Lot for which the Seller
    received a provisional Offtaker Settlement (provided that, for this calculation of Refined Minerals, the amount of gold and
    silver in the Lot which the Offtaker uses in the calculation of its provisional payment shall be used to determine the amount
    of Produced Minerals in the Lot) under the applicable Offtake Agreement, as supported by the documentation required pursuant
    to Section 2.3 and in the applicable Monthly Report; and
	 	 	 
	 	(ii)	within
    five Business Days after the date of final settlement of the Lot with the Offtaker, the Seller shall deliver to the Purchaser
    for Purchaser’s own use absolutely: Refined Minerals in an amount equal to the amount by which the actual Payable Minerals
    exceeds the amount of Refined Minerals previously delivered to the Purchaser in respect of such Lot pursuant to Section 2.2(b)(i),
    as supported by the documentation required pursuant to Section 2.3 and the applicable Monthly Report; provided, however, if
    the Refined Minerals delivered pursuant to Section 2.2(b)(i) exceeds the actual Payable Minerals, then the Seller shall be
    entitled to set off and deduct such excess amount of Refined Minerals from the next required deliveries by the Seller under
    this Agreement until it has been fully offset against deliveries to the Purchaser of Refined Minerals if any, pursuant to
    this Section 2.2(b).


 


	 	(c)	Subject
    to the provisions of Section 2.2(d), the Seller shall deliver to the Purchaser all Refined Minerals to be delivered under
    this Agreement by way of gold and silver credits or physical allocation to the metal account or accounts at an international
    bullion and metals bank in a Designated Jurisdiction and designated by the Purchaser, both to be specified by the Purchaser
    by electronic communication prior to the First Tranche Closing Date and thereafter, if there is any change to such information,
    at least 30 days in advance of any delivery of Refined Minerals. If the Purchaser wishes to designate a metal account or accounts
    in a jurisdiction other than a Designated Jurisdiction, such designation will be subject to the prior written consent of the
    Seller, such consent not to be unreasonably withheld. The Purchaser hereby confirms that at the Second Tranche Closing Date
    its metal account will be in a Designated Jurisdiction. Delivery of Refined Minerals to the Purchaser shall be deemed to have
    been made at the time and on the date Refined Minerals (or cash therefor) is credited or physically allocated to a designated
    metal account or bank account of the Purchaser (the “Time of Delivery” on the “Date of Delivery”).
    
	 	 	 
	 	(d)	The
    Purchaser shall have the right to elect that the Seller deliver cash to the Purchaser in lieu of Refined Minerals to be delivered
    under this Agreement by providing written notice (the “Cash Notice”) to such effect to the Seller a minimum
    of three Business Days after the end of any month, provided that any such Cash Notice shall only take effect with respect
    to Lots that have been delivered to an Offtaker after the date of any such Cash Notice. For clarity, for any Lot that has
    been delivered to an Offtaker prior to the date of such Cash Notice, both provisional payments and final payments as contemplated
    by Section 2.2(b) shall continue to be made as and by way of the delivery of Refined Minerals to the Purchaser’s metal
    account or accounts.


 




    	- 18 - 



    	 



    

 


	 	(e)	The
    Cash Notice shall contain the details of the bank account that has been established by the Purchaser for such purposes, which
    bank account shall be in a Designated Jurisdiction. Any change to the bank account particulars shall be provided by the Purchaser
    to the Seller at least 30 days in advance of any delivery of Refined Minerals. If the Purchaser wishes to designate a bank
    account in a jurisdiction other than a Designated Jurisdiction, such designation will be subject to the prior written consent
    of the Seller, such consent not to be unreasonably withheld.
	 	 	 
	 	(f)	A
    Cash Notice shall continue to apply with respect to Refined Minerals to be delivered under this Agreement, until the Cash
    Notice is revoked by the Purchaser. The Purchaser may revoke a Cash Notice by providing written notice to such effect to the
    Seller (the “Cash Revocation Notice”) a minimum of three Business Days after the end of any month, provided
    that such Cash Revocation Notice shall only take effect with respect to Lots that have been delivered to an Offtaker after
    the date of any such Cash Revocation Notice. For clarity, for any Lot that shall have been delivered to an Offtaker prior
    to the date of such Cash Revocation Notice, both provisional payments and final payments as contemplated by Section 2.2(b)
    shall continue to be made as and by way of the delivery of cash to the Purchaser’s bank account in lieu of Refined Minerals.
	 	 	 
	 	(g)	If
    the Purchaser has forwarded a Cash Notice to the Seller, then, with respect to each applicable Lot for which an Offtaker Settlement
    has been received by the Seller, and, within five Business Days after the date of any provisional Offtaker Settlement or final
    settlement of the Lot with the Offtaker, as the case may be, the Seller shall deposit to the Purchaser’s bank account
    in the Designated Jurisdiction, (i) for each ounce of gold comprising the applicable Refined Gold, the Gold Market Price as
    of the Business Day immediately prior to each such deposit date, and (ii) for each ounce of silver comprising the applicable
    Refined Silver, the Silver Market Price as of the Business Day immediately prior to each such deposit date. Delivery of cash
    in lieu of Refined Minerals to the Purchaser shall be deemed to have been made at the time and on the date the cash in respect
    of the applicable Refined Minerals are credited or physically allocated to the designated bank account of the Purchaser (also,
    the “Time of Delivery” on the “Date of Delivery”).
	 	 	 
	 	(h)	Title
    to, and risk of loss of, Refined Minerals shall pass from the Seller to the Purchaser at the Time of Delivery.
	 	 	 
	 	(i)	All
    costs and expenses pertaining to each delivery of Refined Minerals or cash therefor to the Purchaser shall be borne by the
    Seller so long as the Purchaser’s metal account or bank account, as the case may be, is in a Designated Jurisdiction.
    If the Purchaser specifies delivery or payment, as the case may be, to a jurisdiction other than a Designated Jurisdiction,
    then the Purchaser will be responsible for any additional costs and expenses resulting therefrom over the costs and expenses
    that would have applied in the previous Designated Jurisdiction.
	 	 	 
	 	(j)	The
    Seller hereby represents and warrants to and covenants with the Purchaser that, immediately prior to the Time of Delivery:
    (i) the Seller will be the sole legal and beneficial owner of the Refined Minerals credited or physically allocated to a metal
    account of the Purchaser; or, alternatively, satisfied by way of the delivery of cash to the Purchaser and then paid for via
    the deposit to the Purchaser’s bank account as contemplated in this Section 2.2; (ii) the Seller will have good, valid
    and marketable title to such Refined Minerals; and (iii) such Refined Minerals will be free and clear of all Encumbrances.


 




    	- 19 - 



    	 



    




 


	 	2.3	Invoicing


 


The
Seller shall notify the Purchaser in writing, at least three Business Days prior to each delivery and credit to either the metal
account or the bank account of the Purchaser, by delivery of an invoice to the Purchaser that shall include:


 


	 	(a)	the
    calculation of the number of ounces of Refined Gold credited by way of Refined Gold or cash, or physically allocated;
	 	 	 
	 	(b)	the
    calculation of the number of ounces of Refined Silver credited by way of Refined Silver or cash, or physically allocated;
	 	 	 
	 	(c)	the
    Offtaker Settlement Sheets on which the calculation is based, or if the sharing of such Offtaker Settlement Sheets is restricted
    by applicable confidentiality restrictions or Applicable Laws, such other information that will allow the Purchaser to verify
    all aspects of the delivery of Refined Minerals or cash therefor, reflected in such invoice;
	 	 	 
	 	(d)	the
    Date of Delivery and Time of Delivery;
	 	 	 
	 	(e)	if
    the delivery of Refined Gold or Refined Silver is satisfied by the delivery of cash, the Gold Market Price or Silver Market
    Price therefor; and
	 	 	 
	 	(f)	reference
    to the Offtake Agreement under which such delivery was made.


 


	 	2.4	Purchase
    Price


 


The
Seller and the Purchaser acknowledge and agree that following payment of the Tranches, the Purchaser will have prepaid for each
ounce of Refined Minerals to be delivered by the Seller to the Purchaser under this Agreement. For clarity, at the end of the
Term and upon termination of this Agreement, no amount will be owing by the Purchaser to the Seller with respect to the delivery
of Payable Minerals, over and above amounts already advanced by the Purchaser to the Seller as and by way of the Purchase Price.


 


	 	2.5	Use
    of Funds


 


The
Seller shall use, or cause to be used: (i) the entire amount of the Purchase Price; and (ii) with respect to all other funding
received by the Seller from any source whatsoever, such other funding, solely towards: (A) the development of the Project; (B)
general working capital purposes in respect of the Project (as set out in the Initial Program and Budget, and as may be set forth
in Subsequent Programs and Budgets, but only to the extent that the Purchaser has provided its prior written approval to any such
Subsequent Programs and Budgets); and (C) such further investments into the Project as needed to reach Commercial Production (but
only to the extent that the Purchaser has provided its prior written approval to any such investments, which such approval shall
not be unreasonably conditioned, withheld or delayed).


 




    	- 20 - 



    	 



    

 


	 	2.6	Guarantee


 


Following
the Execution Date, Seller shall cause any Subsidiary of the Seller to become a Seller Guarantor under this Agreement, and shall
cause each Seller Guarantor to provide to the Purchaser, upon becoming a Subsidiary, as continuing collateral security for the
Seller’s Obligations and the Seller Guaranteed Obligations, an unlimited and unconditional guarantee and a subordination
and postponement of claim in form and substance satisfactory to the Purchaser, acting reasonably (a “Guarantee”),
together with any relevant power of attorney, registrations, filings and other supporting documentation deemed reasonably necessary
by the Purchaser or its counsel in connection therewith. The Seller will from time to time at its expense duly authorize, execute
and deliver (or cause each Seller Guarantor to authorize, execute and deliver) to the Purchaser such further instruments and documents
and take such further action as the Purchaser may reasonably request for the purpose of obtaining or preserving the full benefits
granted or intended to be granted to the Purchaser and of the rights and remedies therein granted to the Purchaser.


 


	 	2.7	Security


 


The
Seller shall deliver to the Purchaser the Security Documents, in form and substance satisfactory to the Purchaser, acting reasonably.
The Seller shall (and shall cause any Seller Guarantor to) take all actions necessary or as the Purchaser may reasonably request
from time to time to ensure that the Seller’s Obligations and the Seller Guaranteed Obligations are secured by a first ranking
security interest over all assets of the Seller and any Seller Guarantors (including, for greater certainty, over the Project
Assets), subject only to Permitted Encumbrances. The Seller shall (and shall cause any Seller Guarantor to), at its expense, register,
file and record the Security Documents in all applicable jurisdictions where registration, filing, or recording is necessary or
advantageous to the creation, perfection, and preserving of the security interests created by the applicable Security Documents.
The Seller shall (and shall cause any Seller Guarantor to) renew those registrations, filings, and recordings from time to time
as and when required to keep them in full force and effect. The Seller shall (and shall cause each Seller Guarantor to) from time
to time as reasonably required, provide the Purchaser an opinion of the Seller’s counsel that all such registrations, filings,
and recordings have been made and that they perfect the security interests created by the applicable Security Documents. At such
time that Seller has delivered a cumulative total of 28,000 Gold Equivalent Ounces to Purchaser, Purchaser shall execute and deliver
to Seller a full release of the Security Documents.


 


	 	2.8	Royalty
    Conversion


 


From
and after such time that Seller has delivered a cumulative total of 28,000 Gold Equivalent Ounces to Purchaser and Purchaser’s
right to received deliveries under Sections 2.1 and 2.2 has been reduced to 5% as applicable to the Patented Mining Claims and
2.5% as applicable to the State Mining Claims of the Produced Minerals, as provided in the definition for Payable Minerals, Purchaser
shall have the right, at its sole discretion and upon written notice to Seller, to convert Purchaser’s right to receive
deliveries under Sections 2.1 and 2.2 into a 5% overriding royalty interest burdening the Patented Mining Claims and a 2.5% overriding
royalty interest burdening the State Mining Claims within the Properties, using a standard industry form of overriding royalty
interest agreement, including audit rights, which royalty agreement shall be recorded and registered against the Properties. The
royalty granted hereunder shall not be reduced by, and the Purchaser shall not be responsible for, any refining charges, treatment
charges, penalties, insurance charges, transportation charges, settlement charges, financing charges or price participation charges,
or other similar charges or deductions, regardless of whether such charges or deductions are expressed as a specific metal deduction,
as any recovery rate or otherwise, in any case, pursuant to the terms of the applicable Offtake Agreement or otherwise. Purchaser
shall have the right, at its discretion, to assign or transfer the royalty on and after its creation hereunder. Upon the execution,
recording and registration of the two royalties against the Properties, this Agreement shall terminate, subject to those rights
and obligations which survive pursuant to Section 14.3.


 




    	- 21 - 



    	 



    

 


Article
3

TRANCHE PAYMENTS


 


	 	3.1	First
    Tranche Matters 


 


	 	(a)	In
    consideration for the respective promises and covenants of the Seller contained herein, including the sale and delivery by
    the Seller to the Purchaser of Refined Minerals, the Purchaser hereby agrees to pay, and the Seller hereby agrees to accept,
    the First Tranche on the First Tranche Closing Date in cash, subject to the conditions set out in Section 3.2. No interest
    will be payable by the Seller on or in respect of any part of the Purchase Price.
	 	 	 
	 	(b)	The
    Seller will provide wire transfer instructions and bank account information for (all) Tranches to the Purchaser at least one
    Business Day in advance of the First Tranche Closing Date. 
	 	 	 
	 	(c)	If
    the First Tranche Closing has not occurred on or before the First Tranche Deadline due to the failure of Seller to satisfy
    any of the First Tranche Closing Date Conditions, (i) Purchaser shall have the right, at its discretion, to extend the First
    Tranche Deadline, (ii) Purchaser shall have the right, at its discretion, to waive any First Tranche Closing Date Conditions
    that Seller has failed to satisfy, after which Purchaser shall pay the First Tranche to, or to the order of, the Seller and
    Seller shall accept the payment of the First Tranche, or (iii) if the Purchaser is unwilling to extend the First Tranche Deadline
    or waive any unsatisfied First Tranche Closing Date Conditions, then the closing for the First Tranche shall not occur and
    Seller shall deliver to Purchaser a termination payment in the amount of $750,000, which amount is in the nature of liquidated
    damages, and not a penalty, and is fair and reasonable, and thereafter this Agreement shall terminate.
	 	 	 
	 	(d)	The
    provisions of Article 3 are qualified by the provisions of the balance of this Article 3. 


 


	 	3.2	Conditions
    Precedent to Advance of First Tranche in Favor of the Purchaser


 


The
Purchaser shall pay the First Tranche to, or to the order of, the Seller (and Seller shall accept such First Tranche payment)
on the First Tranche Closing Date once each of the following conditions has been satisfied in full (or waived by the Purchaser):
(the “First Tranche Closing Date Conditions”)


 


	 	(a)	from
    and after the Execution Date there shall not have occurred any event or circumstance, or any event or circumstance shall not
    have failed to occur, including any such event or circumstance discovered by Purchaser through diligence on the Project Assets
    and a meeting with the Governmental Authorities responsible for regulating the Project and issuing Permits, which in the opinion
    of the Purchaser, acting reasonably, has or could have a Material Adverse Effect;
	 	 	 
	 	(b)	the
    Seller shall be formed as a valid and existing limited liability company in the State of Alaska and Seller (and, if applicable,
    any Seller Guarantors) shall have delivered to the Purchaser a certificate of status, good standing or compliance (or equivalent)
    for the Seller (and any Seller Guarantors) issued by the relevant Governmental Authority dated no earlier than two Business
    Days prior to the Execution Date;


 




    	- 22 - 



    	 



    

 


 


	 	(c)	the
    Seller shall own 100% of the Project Properties and have an agreement in place, verified by the Purchaser, that it has a lease
    on the patented mining claims and State of Alaska unpatented mining claims included in the Project Properties for no less
    than 75 years;
	 	 	 
	 	(d)	the
    Purchaser shall have received the Operating Plan for the Project, in a form and substance reasonably satisfactory to the Purchaser;
	 	 	 
	 	(e)	all
    necessary Permits (including, for greater certainty, active status Permits) required to commence construction on all mine
    facilities required to execute the Operating Plan for the Project, shall have been obtained or executed, as applicable; 
	 	 	 
	 	(f)	all
    necessary Native American relationship requirements, including consultations, required to execute the Operating Plan, shall
    have been obtained or executed, as applicable; 
	 	 	 
	 	(g)	the
    Seller shall have entered into an access rights agreement with Alaska Hardrock Inc., in form and substance satisfactory to
    the Purchaser, providing for, among other things: sufficient access to and across the Property for Seller to execute the Operating
    Plan;
	 	 	 
	 	(h)	the
    Seller shall have secured the employment of 50% of mine management and 30% of non-management mining workforce sufficient to
    execute the Operating Plan;
	 	 	 
	 	(i)	the
    Seller (and, if applicable, any Seller Guarantors) shall have executed and delivered to the Purchaser a certificate of a senior
    officer of the Seller, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the Execution Date,
    as to its constating documents; the resolutions of its board of directors or other comparable authority authorizing the execution,
    delivery and performance of this Agreement and the other Documents and the transactions contemplated hereby and thereby; the
    names, positions and true signatures of the Persons authorized to sign this Agreement and the other Documents and such other
    matters pertaining to the transactions contemplated hereby and thereby as the Purchaser may reasonably require;
	 	 	 
	 	(j)	the
    Seller shall deliver to the Purchaser favorable opinions, in form and substance satisfactory to the Purchaser, acting reasonably,
    dated as of the First Tranche Closing Date, from external legal counsel to the Seller, including without limitation, in respect
    of: (i) the legal status of the Seller; (ii) the corporate power and authority of the Seller to conduct business, own properties
    and assets and execute, deliver and perform this Agreement and the other Documents, as applicable; (iii) the authorization,
    execution and delivery of this Agreement and the other Documents by the Seller; (iv) the enforceability of this Agreement
    and the other Documents against the Seller; (v) the execution, delivery and performance of this Agreement and the other Documents,
    as applicable, do not breach or cause default with respect to the constating documents of the Seller and Applicable Laws;
    (vi) no consents, filings, regulatory approvals, etc. required in connection with execution and delivery of this Agreement
    and the other Documents by the Seller, and the performance by the Seller of its respective obligations under this Agreement
    and the other Documents, as applicable; (vii) the creation and perfection (including without limitation, by registration)
    of the security interests created by the Security Documents; (viii) registration in all public offices where necessary or
    desirable to preserve, protect and perfect the security interests created by the Security Documents; and (ix) the authorized
    and issued share capital of the Seller. 


 




    	- 23 - 



    	 



    




 


	 	(k)	the
    Security Documents listed in items 1 and 2 of Schedule “D” shall have been registered, filed or recorded in Alaska
    Department of Natural Resources, and all actions shall have been taken, that may be prudent or necessary to preserve, protect
    or perfect the security interest of the Seller under such Security Document; 
	 	 	 
	 	(l)	the
    Purchaser shall have received satisfactory evidence of all releases, discharges and postponements in respect of any Encumbrances
    against the Collateral that do not constitute Permitted Encumbrances, together with any public registry filings required to
    reflect the same;
	 	 	 
	 	(m)	the
    Seller shall deliver to the Purchaser (i) an executed Lessor Consent and Estoppel Certificate from Alaska Hardrock Inc. in
    respect of the Underlying Lease with Seller, providing for the consent to the assignment of the Underlying Lease from Miranda
    to Seller and the execution and recording of the Security Documents, in a form and substance satisfactory to the Purchaser;
    and (ii) an executed Consent Letter from AA & Associates, LLC in respect of the Mining Grant dated effective August 5,
    2015 between Alaska Hardrock Inc., Gold Torrent, Miranda and AA & Associates, LLC, providing for the consent to the execution
    and recording of the Security Documents, in a form and substance satisfactory to the Purchaser;
	 	 	 
	 	(n)	as
    of the First Tranche Closing Date; (i) all of the representations and warranties made by the Seller (and any Seller Guarantors,
    if applicable) in this Agreement or any other Document, as applicable, shall be true and correct in all material respects
    (or in all respects in the case of representations and warranties that are qualified by materiality) on and as of such date
    as if made on such date; (ii) no Seller Event of Default (or an event which with notice or lapse of time or both would become
    a Seller Event of Default) shall have occurred and be continuing under this Agreement or the other Documents or would result
    from the advance of the First Tranche; (iii) the Seller (and any Seller Guarantors, if applicable) shall have performed all
    obligations that are required to be performed by each of them under the Documents prior to the closing in respect of the First
    Tranche; and (iv) the advance of the First Tranche will not violate any Applicable Law, and the Seller (and any Seller Guarantors,
    if applicable) shall have delivered to the Purchaser a certificate dated as of the First Tranche Closing Date of a senior
    officer of each, in form and substance satisfactory to the Purchaser, acting reasonably, confirming the foregoing;
	 	 	 
	 	(o)	the
    applicable parties shall have executed and delivered this Agreement, the Guarantees (if applicable), the Security Documents,
    and all other Documents required to be delivered pursuant to this Agreement, in form and substance satisfactory to the Purchaser,
    acting reasonably, and the same shall remain in full force and effect, unamended and no breach shall have occurred and be
    continuing in respect of any of such documents;
	 	 	 
	 	(p)	no
    provision of Applicable Laws or any Governmental Authority having competent jurisdiction shall prohibit the closing or adversely
    affect in any material respect the Purchaser’s rights or benefits under this Agreement or the other Documents and no
    judgment, injunction, order or decree issued by any Governmental Authority having competent jurisdiction shall prohibit the
    closing or adversely affect in any material respect the Purchaser’s rights or benefits under this Agreement or the other
    Documents;
	 	 	 
	 	(q)	all
    Approvals, acknowledgments and consents of all Governmental Authorities and other Persons which are required to be obtained
    by the Seller (and any Seller Guarantors, if applicable) in order to complete the transactions contemplated by this Agreement
    and to perform its obligations under this Agreement and any Security Document to which it is a party have been obtained;


 




    	- 24 - 



    	 



    




 


	 	(r)	the
    Purchaser shall be satisfied, acting reasonably, with the insurance policies on the Project and true and complete copies of
    the policies and certificates of insurance from the insurers in respect thereof shall have been delivered to the Purchaser,
    naming the Purchaser as first loss payee and an additional insured in respect thereof;
	 	 	 
	 	(s)	the
    Seller shall have delivered to the Purchaser a lender title insurance policy in respect of the Properties described on Part
    1 of Schedule “A”, in an amount of $100,000, with evidence naming the Purchaser as a beneficiary thereto; and
	 	 	 
	 	(t)	the
    Purchaser shall have received a title opinion in respect of the Properties described on Part 2 of Schedule “A”
    from counsel to the Seller, in form and substance satisfactory to the Purchaser.


 


	 	3.3	First
    Tranche Closing Date Conditions Precedent in Favor of the Seller


 


The
Seller shall not be obligated to perform its obligations under Section 2.1 and 2.2 or Article 5 until it has received the First
Tranche in accordance with Section 3.1.


 


	 	3.4	First
    Tranche Closing Date Closing Deliveries of the Purchaser


 


On
or before the First Tranche Closing Date, the Purchaser will deliver the following to the Seller:


 


	 	(a)	a
    certificate of status, good standing or compliance (or equivalent) for the Purchaser issued by the relevant Governmental Authority
    dated no earlier than two Business Days prior to the First Tranche Closing Date; 
	 	 	 
	 	(b)	a
    certificate executed by a senior officer of the Purchaser, in form and substance satisfactory to the Seller, acting reasonably,
    dated as of the First Tranche Closing Date, as to the constating documents of the Purchaser; the resolutions of the board
    of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the transactions contemplated
    hereby; the names, positions and true signatures of the Persons authorized to sign this Agreement on behalf of the Purchaser;
    and such other matters pertaining to the transactions contemplated hereby as the Seller may reasonably require; and 
	 	 	 
	 	(c)	a
    certificate dated as of the First Tranche Closing Date of a senior officer of the Purchaser, in form and substance satisfactory
    to the Seller, acting reasonably, confirming that as of the First Tranche Closing Date: (i) all of the representations and
    warranties made by the Purchaser in this Agreement are true and correct in all material respects (or in all respects in the
    case of representations and warranties that are qualified by materiality) on and as of such date as if made on such date.


 


	 	3.5	Second
    Tranche


 


In
consideration for the respective promises and covenants of the Seller contained herein, including the sale and delivery by the
Seller to the Purchaser of Refined Minerals, the Purchaser hereby agrees to pay, and the Seller hereby agrees to accept, the Second
Tranche on the Second Tranche Closing Date, in cash, subject to the conditions in Section 3.6. For clarity, if any of the conditions
set out in Section 3.6 cannot be satisfied by the Seller and the Purchaser is unwilling to waive any of such conditions, then
closing shall not occur on the Second Tranche Closing Date.


 




    	- 25 - 



    	 



    

 


	 	3.6	Conditions
    Precedent to Advance of Second Tranche in Favor of the Purchaser


 


The
Purchaser shall pay the Second Tranche to or to the order of the Seller on the Second Tranche Closing Date once each of the following
conditions has been satisfied in full (or waived by the Purchaser) to the satisfaction of the Purchaser, acting reasonably, provided
that each of the First Tranche Closing Date Conditions shall have also been fulfilled and remain fulfilled as of the Second Tranche
Closing Date: (the “Second Tranche Closing Date Conditions”)


 


	 	(a)	all
    necessary Permits (including, for greater certainty, active status Permits) required to execute and sustain the Operating
    Plan for the Project, shall have been obtained or executed, as applicable, to the reasonable satisfaction of the Purchaser;
	 	 	 
	 	(b)	As
    of the Second Tranche Closing Date: (i) all of the representations and warranties made by the Seller and each Seller Guarantor
    in this Agreement or any other Document, as applicable, shall be true and correct in all material respects (or in all respects
    in the case of representations and warranties that are qualified by materiality) on and as of such date as if made on such
    date; (ii) no Seller Event of Default (or an event which with notice or lapse of time or both would become a Seller Event
    of Default) shall have occurred and be continuing under this Agreement or the other Documents or would result from the advance
    of the Second Tranche; (iii) the Seller and each Seller Guarantor shall have performed all obligations that are required to
    be performed by it prior to the Second Tranche Closing Date; and (iv) the advance of the Second Tranche will not violate any
    Applicable Law; and the Seller and each Seller Guarantor shall have delivered to the Purchaser a certificate dated as of the
    Second Tranche Closing Date of a senior officer of each, in form and substance satisfactory to the Purchaser, acting reasonably,
    confirming the foregoing;
	 	 	 
	 	(c)	The
    Material Agreements and (ii) all other Documents required to be delivered pursuant to this Agreement, shall remain in full
    force and effect, unamended and no breach shall have occurred and be continuing in respect of any of such documents;
	 	 	 
	 	(d)	No
    provision of Applicable Laws or any Governmental Authority having competent jurisdiction shall prohibit the closing or adversely
    affect in any material respect the Purchaser’s rights or benefits under this Agreement, and no judgment, injunction,
    order or decree issued by any Governmental Authority having competent jurisdiction shall prohibit the closing or adversely
    affect in any material respect the Purchaser’s rights or benefits under this Agreement or the other Documents;
	 	 	 
	 	(e)	at
    the request of the Purchaser, the Seller shall have delivered to the Purchaser an endorsement of the lender title insurance
    policy delivered to Purchaser under Section 3.2(s) increasing the lender title insurance policy to an amount requested by
    Purchaser, not to exceed $6,400,000, in respect of the Properties that will contain the proposed processing plant site, with
    evidence naming the Purchaser as a beneficiary thereto; and
	 	 	 
	 	(f)	The
    Seller shall have delivered or paid to the Purchaser any and all amounts owing pursuant hereto at such time.


 




    	- 26 - 



    	 



    



 


Article
4

TERM AND TERMINATION AND ADJUSTMENT


 


4.1
Term


 


	 	(a)	This
    Agreement and the term hereof shall commence on the Execution Date provided that the obligation to deliver Refined Minerals
    in an amount equal to Payable Minerals by way of cash, gold or silver, or gold or silver credits, at the sole election of
    the Purchaser and as contemplated herein shall be subject to the terms and conditions of Section 3.1 and 3.2. 
	 	 	 
	 	(b)	The
    Term shall continue until the date that is 40 years after the date of this Agreement (the “Initial Term”)
    and thereafter shall automatically be extended for successive 10-year periods (each an “Additional Term”
    and, together with the Initial Term, the “Term”), unless there has been no Produced Minerals from the Properties
    during the last 5 years of the Initial Term or during any consecutive 5 year period during any Additional Terms, as applicable,
    in which case this Agreement shall terminate at the end of the Initial Term or such Additional Term, as applicable.
	 	 	 
	 	(c)	Notwithstanding
    this Section, the Purchaser may terminate this Agreement as of the expiry of the Initial Term or the current Additional Term,
    as applicable, by written notice to the Seller within 30 days prior to the date on which the then applicable Initial Term
    or Additional Term is to expire.
	 	 	 
	 	(d)	Notwithstanding
    this Section and in particular Section 4.1(c):


 


	 	(i)	this
    Agreement may also be terminated by the Parties on mutual written consent of the Parties; and 
	 	 	 
	 	(ii)	this
    Agreement by terminated by the Purchaser for a Seller Event of Default in accordance with Article 10.


 


For
clarity, the provisions of Article 1 and Article 12 of this Agreement and this sentence shall survive notwithstanding any termination
of this Agreement.


 


Article
5

REPORTING; BOOKS AND RECORDS; INSPECTIONS


 


5.1
Monthly Reporting


 


During
the Term, the Seller shall deliver to the Purchaser a Monthly Report on or before the fifteenth Business Day after the end of
each calendar month. Purchaser and Seller shall work together in good faith to determine the format and detail of the report within
10 Business Days following the Execution Date.


 


5.2
Annual Reporting


 


At
least once every 12 months and no later than November 15 of each calendar year, the Seller shall provide to the Purchaser with
respect to the Project:


 


	 	(a)	a
    forecast for the life of mine, based on the Operating Plan, substantially in the same form as in the original Operating Plan
    or as otherwise agreed by the Seller and the Purchaser, acting reasonably, of the quantity of gold and silver expected to
    be mined, stockpiled, processed and recovered over the next year on a month by month basis and over the remaining life of
    the mine on a year by year basis;


 




    	- 27 - 



    	 



    

 


	 	(b)	a
    listing of the Operating Plan assumptions, including operating and capital expenditure assumptions, exchange rates and metal
    prices, substantially in the same form as in the original Operating Plan, or as otherwise agreed by the Seller and the Purchaser,
    acting reasonably, used for short term and long term planning purposes in developing the forecast referred to in Section 5.2(a);
	 	 	 
	 	(c)	a
    statement setting out the actual tonnes and grades (estimated as appropriate) of Minerals and gold and silver mined, stockpiled,
    processed and recovered as of the start of the period covered by the Operating Plan; and
	 	 	 
	 	(d)	a
    statement setting out the reserves and resources of gold and silver for the Properties and the assumptions used, including
    cut-off grade, metal prices and metal recoveries, using normal industry measures and standards.


 


5.3
Books and Records


 


The
Seller shall (and any Seller Guarantors, if applicable, shall) keep true, complete and accurate books and records of all of its
respective operations and activities with respect to the Project and this Agreement, including the mining and production of all
Minerals and minerals therefrom and the mining, treatment, processing, milling, transportation and sale or refining of all Project
Minerals and all operating or capital costs. The Seller shall, the Seller Guarantors (if any) shall, and the Seller shall ensure
that the Seller Guarantors (if any) shall, permit the Purchaser and its authorized representatives and agents to perform audits
or other reviews and examinations of their respective books and records and other information relevant to the production, delivery
and determination of Produced Minerals and Payable Minerals, and compliance with Article 6 and the requirements of this Agreement
from time to time at reasonable times at the Purchaser’s sole risk and expense and upon 20 Business Days’ notice.
The Purchaser shall diligently complete any audit or other examination permitted hereunder no more than four times per calendar
year.


 


5.4
Inspections


 


The
Seller shall (and any Seller Guarantors, if applicable, shall) grant, or cause to be granted, to the Purchaser and its representatives
and agents, at reasonable times and upon reasonable notice and at the Purchaser’s sole risk and expense (unless such representative
or agent is a Board Designee, in which case the risk and expense shall be borne solely
by the Seller), the right to access the Properties, the processing facilities related to the Project, and other facilities of
the Project, in each case to monitor the mining, processing and infrastructure operations relating to the Project and to permit
a qualified Person to complete a personal inspection of the Project. The Purchaser shall have reasonable access to such employees
and data of the Seller Group Entities and the employees and data of the Seller Group Entities’ consultants and shall have
an opportunity to conduct such comparative sampling tests and other activities as are required in the Purchaser’s reasonable
opinion. The Purchaser may avail itself of such rights of access a maximum of four times per calendar year, except during the
occurrence of an Event of Default or a Material Adverse Effect, at which times, the Purchaser’s and its representatives’
and agents’ access to the Properties, the processing facilities related to the Project, and other facilities of the Project,
shall be unrestricted, and the risk and expense associated with such access shall be borne solely by the Seller.


 




    	- 28 - 



    	 



    

 


Article
6

COVENANTS


 


6.1
Conduct of Operations


 


	 	(a)	The
    Seller shall operate the Project on a commercial basis as if the Seller and the Seller Guarantors, if any, had the full economic
    interest in the gold and silver produced from the Project in the absence of this Agreement, and as if the Seller was entitled
    to receive the Gold Market Price for the gold included in the Payable Minerals and the Silver Market Price for the silver
    contained included in the Payable Minerals, and in such regard, the Seller shall use its commercially reasonably efforts to
    timely maximize production of gold and silver from the Project with a view to ensuring that Commercial Production is reached
    as soon as possible following the First Tranche Closing Date. The Seller shall ensure that: (i) all cut-off grade, short term
    mine planning and production decisions concerning the Project shall be based on gold and silver prices typical of normal industry
    practice; and (ii) all longer term planning and resource and reserve calculations concerning the Project shall use gold and
    silver prices based on normal industry practice.
	 	 	 
	 	(b)	Subject
    to Sections 2.5, 6.1(a) and 6.4 and the other specific sections of this Agreement to the contrary, all decisions regarding
    the Project, including: (i) the methods, extent, times, procedures and techniques of any development and mining related to
    the Project or any portion thereof; (ii) spending on operating and capital expenditures; (iii) leaching, milling, processing
    or extraction; (iv) decisions to operate or continue to operate the Project or any portion thereof, including with respect
    to closure and care and maintenance; (v) decisions to take or refrain from taking any action in order to maintain gold and
    silver recovery or production; and (vi) the sale of Minerals and sales strategy including decisions regarding the sale of
    gold and silver and terms thereof (except as provided herein); shall be made by the Seller, in its sole discretion.
	 	 	 
	 	(c)	Notwithstanding
    Sections 6.1(a) and 6.1(b), the Seller shall perform all mining operations and activities pertaining to or in respect of the
    Project in accordance, in all material respects, with all Applicable Laws, Permits and other authorizations, and accepted
    mining, processing, engineering and environmental practices prevailing in the mining industry in Alaska.
	 	 	 
	 	(d)	The
    Seller shall obtain and maintain all necessary certifications in Alaska in order to carry on business therein. 
	 	 	 
	 	(e)	The
    Seller shall comply with all terms of its material claims, leases and patents, including the Underlying Lease and the Permits.
    


 


6.2
Preservation of Corporate Existence


 


	 	(a)	Except
    as permitted in Section 6.2(b), the Seller shall, the Seller Guarantors (if any) shall, and the Seller shall ensure that the
    Seller Guarantors (if any) shall, at all times from and after the date hereof, do and cause to be done all things necessary
    or advisable to maintain their respective corporate existence. The Seller shall not, the Seller Guarantors (if any) shall
    not, and the Seller shall ensure that the Seller Guarantors (if any) shall not merge or amalgamate with another entity within
    a Seller Group Entity if such merger or amalgamation would adversely impact the Purchaser’s rights under this Agreement
    or any other Document. 


 




    	- 29 - 



    	 



    

 


	 	(b)	The
    Seller shall not, the Seller Guarantors (if any) shall not, and the Seller shall ensure that the Seller Guarantors (if any)
    shall not, consolidate, amalgamate with, or merge with or into, or Transfer all or substantially all of their respective assets
    to, or reorganize, reincorporate or reconstitute into or as, another entity, or continue to any other jurisdiction, unless
    such action is in compliance with Sections 7.1, 7.2 and 7.3, and, in any such event, at the time of such consolidation, amalgamation,
    merger, reorganization, reincorporation, reconstitution, Transfer, or continuance, the resulting, surviving or transferee
    entity assumes in favor of the Purchaser all of the obligations of the applicable Seller Guarantor, as the case may be, under
    this Agreement and the other Documents as contemplated herein.
	 	 	 
	 	(c)	The
    Seller Guarantors (if any) shall not, and the Seller shall ensure that the Seller Guarantors (if any) shall not, amend any
    existing constitution of such Seller Guarantor, or revoke and adopt or adopt a new constitution, in each case in any manner
    which would adversely impact the Purchaser’s rights under this Agreement or any other Document, without the prior written
    consent of the Purchaser, which consent shall not be unreasonably withheld.


 


6.3
Processing/Commingling


 


The
Seller shall not (and if applicable, any Seller Guarantors shall not and the Seller shall ensure the Seller Guarantors shall not)
process Other Minerals through the processing facilities related to the Project in priority to or in place of, or commingle Other
Minerals with, Minerals which are or can be mined, produced, extracted or otherwise recovered from the Properties while the Project
can be operated profitably, unless the Seller Group Entities and the Purchaser shall have entered into an agreement, on terms
and conditions satisfactory to the Purchaser, acting reasonably, that provides for the following: (i) the applicable Seller Group
Entity shall have adopted and caused to be employed, reasonable practices and procedures for weighing, determining moisture content,
sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure
the division of Other Minerals and Minerals for the purposes of determining the quantum of the Produced Minerals; (ii) the Purchaser
shall not be disadvantaged as a result of the processing of Other Minerals in place of, in priority to, or concurrently with,
Minerals; (iii) the Purchaser shall have approved the Commingling Plan, and (iv) the Seller Group Entities shall be obligated
to keep all books, records, data and samples required by the Commingling Plan. The Seller shall fully compensate the Purchaser
for any disadvantage incurred or suffered by the Purchaser if and to the extent that the processing of Minerals mined, produced,
extracted or otherwise recovered from the Properties through the processing facilities related to the Project is delayed as a
result of such Other Minerals being processed through processing facilities related to the Project.


 


6.4
Offtake Agreements


 


	 	(a)	The
    Seller shall use its best efforts to enter into a written contractual Offtake Agreement as soon as possible and in any event
    within six months after the Execution Date, so as to enable the Seller to fulfill its delivery obligations pursuant to Section
    2.2.
	 	 	 
	 	(b)	The
    Seller shall ensure that when Minerals that contain Produced Minerals are sold, all such Minerals are sold to an Offtaker
    pursuant to an Offtake Agreement.


 




    	- 30 - 



    	 



    

 


	 	(c)	The
    Seller shall ensure that all Offtake Agreements entered into by a Seller Group Entity pursuant to Section 6.4(a) shall be
    on commercially reasonable arm’s length terms and conditions for concentrates similar in make-up and quality to those
    derived from the Minerals, and shall be in writing and include industry standard reporting and payment settlement protocols
    and provisions that require the delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying
    so that the Seller and the applicable Offtaker can determine the grade or content of Produced Minerals and other metals in
    each delivery to an Offtaker. In the case of an Offtake Agreement entered into by a Seller Group Entity with an Affiliate
    or other non-arm’s length party, in addition, the Offtake Agreement shall be on terms consistent with market practice.
    For greater certainty, any variances in an Offtake Agreement from the percentages used to determine Payable Minerals under
    this Agreement shall be for the sole account of the Seller Group Entities and shall not affect the amount of Refined Minerals
    to be delivered to the Purchaser under this Agreement.
	 	 	 
	 	(d)	The
    Seller shall ensure that the Seller Group Entities deliver all Minerals that include Produced Minerals to each Offtaker, in
    such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake
    Agreement. The Seller shall notify the Purchaser by electronic communication of each delivery of Minerals to an Offtaker no
    later than five Business Days: (i) after the Minerals leave the Properties or when the Minerals are loaded at a port facility,
    and (ii) after such is available to the Seller, information regarding the Mineral content in the shipment. 
	 	 	 
	 	(e)	With
    respect to any Offtake Agreements entered into after the First Tranche Closing Date, the Seller shall promptly provide to
    the Purchaser confirmation of the terms of any such Offtake Agreement and, within 15 days after the execution thereof by each
    of the parties thereto, the Seller shall provide to the Purchaser a final signed copy of such Offtake Agreement and use its
    commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake
    Agreement shall be provided subject to the redactions required by any such Offtake Agreements. 
	 	 	 
	 	(f)	The
    Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall take all commercially reasonable
    steps to enforce their respective rights and remedies under each Offtake Agreement with respect to any breaches of the terms
    thereof relating to the timing and amount of Offtaker Settlements in respect of Produced Minerals to be made thereunder. The
    Seller Group Entities shall and the Seller shall ensure that the Seller Group Entities shall notify the Purchaser in writing
    when any dispute in respect of a material matter arising out of or in connection with any Offtake Agreement is commenced in
    respect of Produced Minerals and shall provide the Purchaser with timely updates of the status of any such dispute and the
    final decision and award of the court or arbitration panel with respect to such dispute, as the case may be.
	 	 	 
	 	(g)	The
    Seller shall not, and shall ensure that the Seller Group Entities shall not, amend any Offtake Agreement without the prior
    written consent of the Purchaser.


 


6.5
Insurance


 


	 	(a)	The
    Seller shall maintain, at all times with reputable insurance companies, insurance in good standing with respect to the Project
    Assets and the operations conducted on and in respect of the Project against such casualties, losses and contingencies and
    of such types and in such amounts as is customary in the mining industry in Alaska.


 




    	- 31 - 



    	 



    

 


	 	(b)	Where
    any Seller Group Entity has received payment under an insurance policy in respect of the Project as a result of an event that
    does or is reasonably likely to materially reduce the amount of Produced Minerals from the Project in any one or more years,
    the Seller Group Entity shall, and the Seller shall ensure that the Seller Group Entity shall, either: (i) use all Net Proceeds
    of any insurance payment received by any Seller Group Entity to rebuild or repair the Project or the damaged Project Assets;
    or (ii) pay the Applicable Percentage of the Net Proceeds of any insurance payment received by any Seller Group Entity in
    respect thereof to the Purchaser to fulfill its delivery obligations pursuant to Section 2.2 within 10 days after receipt
    of such proceeds by such Seller Group Entity. In this Section 6.5(b), “Applicable Percentage” means the
    Purchaser’s share of the Net Proceeds of such insurance payment received by any Seller Group Entity, up to a maximum
    amount of the Net Present Value of the Remaining Purchase, the Purchaser’s share being calculated as the ratio of: (i)
    the Net Present Value of the Remaining Purchase to (ii) the Project Net Present Value. A failure to agree on the foregoing
    proportion is arbitrable under Section 14.1. In the event that the Purchaser has not funded the Second Tranche, the Purchaser’s
    Applicable Percentage of the Net Proceeds shall be pro-rated based on the portion of the Purchase Price actually funded by
    the Purchaser.
	 	 	 
	 	(c)	The
    Seller shall ensure that each Lot shipped is adequately insured in such amounts and with such coverage as is customary in
    the mining industry in Ontario, until the time that risk of loss and damage for such Minerals is transferred to the Offtaker.
	 	 	 
	 	(d)	If
    any Seller Group Entity has received payment under an insurance policy in respect of a shipment of a Lot that is lost or damaged
    after leaving the Project and before the risk of loss or damage is transferred to the Offtaker, then the Seller shall use
    the Applicable Percentage of the Net Proceeds of any insurance payment received by the Seller Group Entity in respect thereof
    to fulfill its delivery obligations pursuant to Section 2.2. In this Section 6.5(d), “Applicable Percentage”
    means an amount equal to the average percentage content of Produced Minerals in the portion of such Lot that was lost or damaged
    based on: (i) in the case of loss or damage of a partial shipment, the dry weight determined by weighing, sampling and moisture
    determination on loading of the gold and silver and the agreed assays for gold and silver which has been delivered; and (ii)
    in the case of loss or damage of a complete shipment, on the dry weight determined at loading and the mine’s provisional
    assays; in such case based on the respective market prices of the gold and silver contained in such Lot as determined by the
    insurance settlement documents.


 


6.6
Confidentiality


 


	 	(a)	Each
    Party (a “Receiving Party”) agrees that it shall maintain as confidential and shall not disclose, and shall
    cause its Affiliates, employees, officers, directors, advisors and representatives to maintain as confidential and not to
    disclose, the terms of this Agreement and all information (whether written, oral or in electronic format) received or reviewed
    by it as a result of or in connection with this Agreement, including, in the case of the Purchaser, any Offtake Agreement
    provided hereunder (collectively, the “Confidential Information”), provided that a Receiving Party may
    disclose Confidential Information in the following circumstances:


 


	 	 	(i)	to
    its auditor, legal counsel, lenders, underwriters and investment bankers and to Persons (the “Third Parties”)
    with which it is considering or intends to enter into a transaction for which such Confidential Information would be relevant
    (and to advisors and representatives of any such Person), provided that such Persons are advised of the confidential nature
    of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of
    the Confidential Information to those purposes necessary for such Persons to perform the services for which they were, or
    are proposed to be, retained by the Receiving Party or to consider or effect the applicable transaction, as applicable;


 




    	- 32 - 



    	 



    

 


	 	 	(ii)	subject
    to Sections 6.6(c) and 14.7, where that disclosure is necessary to comply with Applicable Laws, court order or regulatory
    request, provided that such disclosure is limited to only that Confidential Information so required to be disclosed and, where
    applicable, that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual
    rights as to disclosure on a confidential basis to which it may be entitled;
	 	 	 	 
	 	 	(iii)	for
    the purposes of the preparation and conduct of any arbitration or court proceeding commenced under Section 14.1.
	 	 	 	 
	 	 	(iv)	where
    such information is already available to the public other than by a breach of the confidentiality terms of this Agreement
    or is known by the Receiving Party prior to the entry into of this Agreement or obtained independently of this Agreement and
    the disclosure of such information would not breach any other confidentiality obligations;
	 	 	 	 
	 	 	(v)	with
    the consent of the disclosing Party; and
	 	 	 	 
	 	 	(vi)	to
    its Affiliates and those of its and its Affiliates’ limited partners, investors, directors, officers, employees, advisors
    and representatives who need to have knowledge of the Confidential Information.


 


	 	(b)	Each
    Party shall ensure that its Affiliates and its Affiliates’ employees, directors, officers, advisors and representatives
    and those Persons listed in Section 6.6(a)(i) are made aware of this Section 6.6 and comply with the provisions of this Section
    6.6. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such
    Persons.
	 	 	 
	 	(c)	If
    in compliance with Applicable Laws a Party is required to file this Agreement on a Governmental Authority’s document
    filing and retrieval system (such as EDGAR), such Party shall notify the other Party of such requirement within two Business
    Days after the date of this Agreement, and the Parties shall consult with each other with respect to any proposed redactions
    to this Agreement in compliance with Applicable Laws before it is filed on such system. No Party shall file this Agreement
    on a Governmental Authority’s document filing and retrieval system without reasonable prior consultation with the other
    Parties, provided that such reasonable prior consultation shall not prohibit a Party from filing this Agreement on such a
    system redacted only to the extent such Party considers it permitted pursuant to Applicable Laws.


 


6.7
Notice of Adverse Impact


 


The
Seller shall notify the Purchaser promptly following the occurrence of a Seller Event of Default and promptly regarding any matter
that has had or is reasonably likely to have a Material Adverse Effect or may result in a Seller Event of Default, including,
for greater certainty, receipt of notice of an intention to enforce security against any of the Project Assets or the Collateral.


 




    	- 33 - 



    	 



    

 


6.8
Restrictions on Business


 


The
Seller shall not: (i) carry on any business other than the business of mining in the Willow Creek District in Alaska in relation
to the Project, including exploration and development activities, and all other ancillary activities related thereto; (ii) have
any material assets other than the Project Assets and cash or cash equivalents; or (iii) have any material liabilities other than
Permitted Indebtedness. Notwithstanding the foregoing, the Seller may, directly or indirectly, acquire interests in or rights
to acquire interests in other mineral properties inside or outside of the Willow Creek District in Alaska; provided that: (i)
any such acquisitions, individually or when taken together with other such acquisitions, would not have a material adverse effect
or a Material Adverse Effect; (ii) at the time of and following any such acquisitions, all terms, conditions and covenants under
this Agreement remain complied with, and (iii) no Seller Event of Default (or an event which with notice or lapse of time or both
would become a Seller Event of Default) will have occurred or would result from any such acquisitions; provided, however, that
any such acquisition shall comply in all material respects with the applicable terms of the Underlying Lease.


 


6.9
Non-Arm’s Length Transactions


 


Without
limiting Section 6.4, the Seller shall (and if applicable, the Seller Guarantors shall, and the Seller shall ensure that any Seller
Guarantors shall) only engage in any transaction or arrangements with any other Seller Group Entity, including the provision,
purchase, sale or receipt of any service, asset or payment, if any such transaction or arrangement: (i) does not have a Material
Adverse Effect on the Purchaser; or (ii) does not have a Material Adverse Effect on gold and silver production from the Project
based on the Operating Plan in effect at the time of the occurrence of the Material Adverse Effect.


 


6.10
Program and Budget


 


No
later than 60 days prior to the expiry of the Initial Program and Budget and prior to the expiry of any Subsequent Program and
Budget, the Seller shall deliver to the Purchaser a Subsequent Program and Budget which must be acceptable to the Purchaser, acting
reasonably. The Initial Program and Budget and each Subsequent Program and Budget shall be prepared by the Seller or the Seller
Group Entities in good faith, in accordance with sound mining practice, industry standards and Applicable Laws. The Seller shall
manage, direct and control mining operations in accordance with the Initial Program and Budget and Subsequent Programs and Budgets,
and shall fund all expenditures required to carry out mining operations contemplated thereby.


 


6.11
Trading Activities of the Seller and the Seller Group Entities


 


The
Seller shall, the Seller Group Entities shall, and the Seller shall ensure that the Seller Group Entities shall, only engage in
forward sales, futures trading or commodity options trading and other price hedging, price protection, and speculative arrangements
(the “Trading Activities”) which may involve the possible physical delivery of Produced Minerals, if and only
if, the Trading Activities are necessary, in the opinion of the Seller, acting reasonably, to protect the Seller against short-term
fluctuations in gold and silver prices. For clarity, the Seller shall not, the Seller Group Entities shall not, and the Seller
shall ensure that the Seller Group Entities shall not, engage in Trading Activities that are speculative hedges that could reasonably
be expected to cause or to incent the Seller and the Seller Group Entities to cease funding mining operations on the Project (thereby
affecting the Purchaser’s receipt of Refined Minerals). The Seller shall provide prompt written notice to the Purchaser,
to the greatest extent practicable and in the greatest detail, immediately prior to entering into any Trading Activities.


 




    	- 34 - 



    	 



    

 


6.12
Acts to Prevent Seller Event of Default


 


The
Seller shall (and if applicable, any Seller Guarantors shall, and the Seller shall ensure that any Seller Guarantors shall) do
all such acts and things as shall be reasonably required in order to prevent the occurrence of a Seller Event of Default and in
particular and without limitation, to prevent a Seller Event of Default pursuant to the provisions of Sections 10.1(g) through
10.1(w).


 


6.13
Security Documents and Encumbrances


 


The
Seller shall, prior to the First Tranche Closing Date:


 


	 	(i)	provide
    to the Purchaser evidence of registration of item 1 of Schedule “D” against the mining claims and leases, including
    the Underlying Lease, with the appropriate recording district in the Alaska Department of Natural Resources; 
	 	 	 
	 	(ii)	provide
    to the Purchaser evidence of registration of the Security Document listed in item 2 of Schedule “D” with the Alaska
    State Recorder’s Office and the appropriate recording district in the Alaska Department of Natural Resources; and
	 	 	 
	 	(iii)	otherwise
    do, execute, and deliver all such things, documents, security, agreements and assurances that the Purchaser may from time
    to time request to ensure that the Purchaser holds at all times valid, enforceable, perfected, first priority Encumbrances
    from the Seller and each Seller Guarantor (if any) meeting the requirements of Section 2.7.


 


6.14
New Subsidiaries


 


The
Seller shall not incorporate, form or otherwise create any Subsidiary, without the prior consent of the Purchaser, which consent
shall not be unreasonably withheld, and subject to complying with this 6.14. The Seller shall cause any Person who, following
the Execution Date, becomes a Subsidiary (and thus is deemed to be a Seller Guarantor), to execute and deliver: (i) an agreement
in favor of the Purchaser, in form and substance satisfactory to the Purchaser, acting reasonably, in which such Subsidiary agrees
that it is a “Seller Guarantor” and agrees to comply with the terms in this Agreement and agrees to execute a guarantee
in the same form as the Guarantee described pursuant to Section 2.6 hereof; and (ii) first ranking charges and security interests
as and by way of pledge agreements and general Security Documents of like kind and tenor as the Security Documents, in form and
substance satisfactory to the Purchaser, acting reasonably, and in keeping with the spirit and intent of the Security Documents.


 


6.15
Other Reporting Requirements


 


	 	(a)	The
    Seller shall: (i) promptly notify the Purchaser in writing of any default, or event, condition or occurrence which with notice
    or lapse of time, or both, could, when taken together, constitute a default under any agreement in respect of debt to which
    the Seller (or a Seller Guarantor, if any) owes (contingently or otherwise) at least $50,000; and (ii) deliver to the Purchaser
    such other information respecting the financial condition or operations of the business of the Seller (or Seller Guarantors,
    if any), as the Purchaser may from time to time reasonably request. 
	 	 	 
	 	(b)	Promptly
    upon becoming aware thereof, the Seller shall: (i) give notice to the Purchaser of any litigation, proceeding or dispute (including
    labour dispute), threatened (of which it is aware) or commenced against the Seller or any Seller Guarantor, if the litigation
    or dispute, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (ii) advise the Purchaser
    of the extent to which any adverse determination is covered by insurance; (iii) provide all reasonable information requested
    by the Purchaser concerning the status of any litigation, proceeding or dispute; and (iv) use reasonable efforts to bring
    about a reasonable and favorable resolution or disposition of the litigation, proceeding or dispute.


 




    	- 35 - 



    	 



    

 


6.16
Compliance with Native American Requirements


 


The
Seller shall (and if applicable, any Seller Guarantors shall, and the Seller shall ensure that any Seller Guarantors shall) comply
with all Native American relationship requirements necessary for operation, continuation and protection of the Project, including,
without limitation, any consultations with Native American tribes or impact benefit agreements.


 


Article
7

TRANSFERS OF INTERESTS


 


7.1
Owner of Project Assets etc.


 


The
Seller shall, the Seller Group Entities shall, and the Seller shall ensure that the Seller Group Entities shall, ensure that during
the Term: (i) the only Transfers of the Project and the Project Assets; (ii) the only Share Transfers in respect of the Shares
of the Seller; or (iii) the only Changes of Control of the Seller; shall be those that: (1) are completed in compliance with the
provisions of Sections 6.2 and 7.3; (2) are permitted pursuant to the provisions of this Article 7; or (3) are effected with the
prior written consent of the Purchaser.


 


7.2
Prohibited Transfers and Changes of Control


 


Except
as set out in Section 7.3:


 


	 	(a)	The
    Seller shall not, Transfer, in whole or in part, the Project Assets or any right, title or interest therein; and 
	 	 	 
	 	(b)	The
    Seller shall not (i) effect a Change of Control or (ii) enter into any agreement, arrangement or other transaction with any
    Person, or be the subject of a transaction, that would result in a Change of Control.


 


7.3
Permitted Transfers and Changes of Control


 


Transfers,
Share Transfers and Changes of Control that are permitted hereunder are set forth below in this Section 7.3.


 


	 	(a)	A
    Transfer of the Project and the Project Assets to a Person that is not a Seller Group Entity (other than one provided for
    in Section 7.3(d)) is permitted as follows:


 


	 	 	(i)	the
    Project and the Project Assets must be transferred together and as an entirety;
	 	 	 	 
	 	 	(ii)	the
    Seller must provide the Purchaser with at least 30 days prior written notice of the proposed Transfer;


 




    	- 36 - 



    	 



    

 


	 	 	(iii)	the
    Seller must Transfer all, but not less than all, of the Project Assets (other than leased personal property that is not material
    to the Project Assets that, by the terms of any lease, may not be transferred) to the same transferee, (the “New
    Owner”);
	 	 	 	 
	 	 	(iv)	the
    New Owner’s direct and indirect parent companies must become the Seller (the “New Owner”) and the
    Seller Guarantors (the “New Seller Guarantors”), and must grant to the Purchaser the same type of guarantees
    and security as contemplated by the Guarantees and the Security Documents;
	 	 	 	 
	 	 	(v)	the
    New Owner and the New Seller Guarantors must each become a party hereto and to the Guarantees and the Security Documents,
    as the case maybe, pursuant to an agreement in form and substance satisfactory to the Purchaser, acting reasonably;
	 	 	 	 
	 	 	(vi)	all
    necessary consents and approvals of any Governmental Authority or other Person must be obtained or satisfied with respect
    to such Transfer;
	 	 	 	 
	 	 	(vii)	there
    must be no Seller Event of Default (or an event which with notice or lapse of time or both would become a Seller Event of
    Default) that has occurred and is continuing;
	 	 	 	 
	 	 	(viii)	the
    Transfer, in the opinion of the Purchaser, acting reasonably, must not have a Material Adverse Effect (with the appropriate
    changes made to the definition of Material Adverse Effect to give effect to the concept of the New Owner and the New Seller
    Guarantors); and
	 	 	 	 
	 	 	(ix)	if
    the New Owner and the New Seller Guarantors have outstanding any Indebtedness secured by the same assets as the assets securing
    this Agreement, including without limitation, as set forth in the Security Documents, their secured lenders shall have entered
    into an intercreditor agreement with the Purchaser, on terms satisfactory to the Purchaser, acting reasonably.


 


	 	(b)	A
    Share Transfer or Change of Control, as applicable, of the Seller or a Change of Control of the Seller Guarantors (if any)
    to a Person that is not a Seller Group Entity is permitted as follows:


 


	 	 	(i)	the
    Seller must provide the Purchaser with at least 30 days prior written notice of the proposed Share Transfer or Change of Control;
	 	 	 	 
	 	 	(ii)	if
    there is a Share Transfer of the Seller, each transferee of the Shares must become a New Seller Guarantor, must become a party
    hereto and to the Guarantees and the Security Documents, as the case may be, pursuant to an agreement in form and substance
    satisfactory to the Purchaser, acting reasonably and must grant to the Purchaser the same type of guarantees and security
    as contemplated by the Guarantees and the Security Documents; 
	 	 	 	 
	 	 	(iii)	if
    there is a Change of Control of a Seller Guarantor, each transferee of the Shares must become a New Seller Guarantor, must
    become a party hereto pursuant to an agreement in form and substance satisfactory to the Purchaser, acting reasonably, and
    must grant to the Purchaser the same type of guarantees and security as contemplated by the Guarantees and the Security Documents;
    


 




    	- 37 - 



    	 



    

 


	 	 	(iv)	all
    necessary consents and approvals of any Governmental Authority or other Person are obtained or satisfied with respect to such
    Share Transfer or Change of Control;
	 	 	 	 
	 	 	(v)	the
    Share Transfer or the Change of Control, in the opinion of the Purchaser, acting reasonably, must not have a Material Adverse
    Effect (with the appropriate changes made to the definition of Material Adverse Effect to give effect to the concept of the
    New Owner and the New Seller Guarantors); 
	 	 	 	 
	 	 	(vi)	if
    the New Owner and the New Seller Guarantors have outstanding any Indebtedness secured by the same assets as the assets securing
    this Agreement, including without limitation as set forth in the Security Documents, their secured lenders shall have entered
    into an intercreditor agreement with the Purchaser, on terms satisfactory to the Purchaser, acting reasonably; and
	 	 	 	 
	 	 	(vii)	for
    purposes of this Section 7.3(b), a “Share Transfer” shall not include an issuance from treasury by the Seller
    of its shares.


 


	 	(c)	A
    Transfer of the Project, Project Assets, or a Change of Control of the Seller or the Seller Guarantors to a Person that is
    a Seller Group Entity is permitted as follows:


 


	 	 	(i)	the
    Seller must provide at least 30 days prior written notice of the proposed Transfer or Change of Control;
	 	 	 	 
	 	 	(ii)	the
    Seller must provide a confirmation in favor of the Purchaser that its obligations under this Agreement shall continue in full
    force and effect despite any such Transfer or Change of Control;
	 	 	 	 
	 	 	(iii)	each
    transferee must become, as applicable, a New Owner or a New Seller Guarantor, must become a party hereto and to the Guarantees
    and the Security Documents, as the case may be, pursuant to an agreement in form and substance satisfactory to the Purchaser,
    acting reasonably, and must grant to the Purchaser the same type of guarantees and security as contemplated by the Guarantees
    and the Security Documents;
	 	 	 	 
	 	 	(iv)	all
    necessary consents and approvals of any Governmental Authority or other Person are obtained or satisfied with respect to such
    Transfer or Change of Control; and 
	 	 	 	 
	 	 	(v)	if
    the transferee has outstanding any Indebtedness secured by the same assets as the assets securing this Agreement including
    without limitation, the Security Documents, its secured lenders shall have entered into an intercreditor agreement with the
    Purchaser on terms and conditions satisfactory to the Purchaser, acting reasonably.


 


	 	(d)	A
    Transfer of the Project and the Project Assets to a Person that is not a Seller Group Entity (i.e., a New Owner) that comprises
    a minority interest disposition, joint venture or other similar commercial arrangement is permitted as follows:


 




    	- 38 - 



    	 



    

 


	 	 	(i)	the
    interest in the Project, and the Project Assets must be transferred together and as an entirety;
	 	 	 	 
	 	 	(ii)	the
    Seller must provide the Purchaser with at least 30 days prior written notice of the proposed Transfer;
	 	 	 	 
	 	 	(iii)	the
    New Owner’s direct and indirect parent companies must become New Seller Guarantors pursuant to this Agreement and must
    grant to the Purchaser the same type of guarantees and security as contemplated by the Guarantees and the Security Documents;
    
	 	 	 	 
	 	 	(iv)	the
    New Owner and the New Seller Guarantors must each become a party hereto and to the Guarantees and the Security Documents,
    as the case may be, pursuant to an agreement in form and substance satisfactory to the Purchaser, acting reasonably;
	 	 	 	 
	 	 	(v)	all
    necessary consents and approvals of any Governmental Authority or other Person must be obtained or satisfied with respect
    to such Transfer;
	 	 	 	 
	 	 	(vi)	there
    must be no Seller Event of Default (or an event which with notice or lapse of time or both would become a Seller Event of
    Default) that has occurred and is continuing;
	 	 	 	 
	 	 	(vii)	the
    Transfer, in the opinion of the Purchaser, acting reasonably, must not have a Material Adverse Effect (with the appropriate
    changes made to the definition of Material Adverse Effect to give effect to the concept of the New Owner and the New Seller
    Guarantors); 
	 	 	 	 
	 	 	(viii)	if
    the New Owner and the New Seller Guarantors have outstanding any Indebtedness secured by the same assets as the assets securing
    this Agreement, including without limitation as set forth in the Security Documents, their secured lenders shall have entered
    into an intercreditor agreement with the Purchaser, on terms satisfactory to the Purchaser, acting reasonably;
	 	 	 	 
	 	 	(ix)	the
    Seller must retain at least an indirect majority undivided interest in the Project and the Seller (and the Seller Guarantors,
    if any) shall not be released from any of their obligations under this Agreement; and 
	 	 	 	 
	 	 	(x)	a
    Seller Group Entity must at all times act as the operator of the Project.


 


	 	(e)	If
    the Seller intends to abandon, surrender, relinquish or let lapse any of the Properties, including by way of ceasing to maintain
    Permits or the validity of mineral claims, leases or exploration licenses (the “Abandonment Property”),
    then the Seller shall: (i) have determined, acting in a commercially reasonable manner, that it is not economical to mine
    Minerals from the Abandonment Property; and (ii) first give notice of such intention to the Purchaser at least 30 days in
    advance of the proposed date of abandonment. If, not later than 10 days before the proposed date of abandonment, the Seller
    receives written notice from the Purchaser that the Purchaser desires the Seller to convey or cause the conveyance of the
    Abandonment Property to the Purchaser or an assignee, then the Seller shall, without additional consideration, convey or cause
    the conveyance of the Abandonment Property to the Purchaser on an as is where is basis and at the sole cost, risk and
    expense of the Purchaser, and the Seller shall thereafter have no further obligation to maintain the title to the Abandonment
    Property.


 




    	- 39 - 



    	 



    

 


If
the Purchaser does not give such notice to the Seller within the prescribed period of time, then the Seller may abandon the Abandonment
Property and the Seller shall thereafter have no further obligation to maintain the title to the Abandonment Property.


 


If
any Seller Group Entity reacquires a direct or indirect interest in any of the ground covered by the Abandonment Property at any
time within five years following abandonment, then the production of gold and silver from such property shall be subject to this
Agreement. The Seller shall give written notice to the Purchaser within ten days of any such reacquisition.


 


Article
8

SECURITY


 


8.1
Indebtedness and Encumbrances


 


	 	(a)	The
    Seller shall not (and if any, the Seller Guarantors shall not, and the Seller shall ensure that the Seller Guarantors shall
    not) incur or assume or become liable for, or permit any other Seller Group Entity to incur or assume or become liable for,
    any Indebtedness, except for Permitted Indebtedness. 
	 	 	 
	 	(b)	The
    Seller shall not, the Seller Group Entities shall not, and the Seller shall ensure that the Seller Group Entities shall not
    create, assume, grant or permit to exist any Encumbrance, other than Permitted Encumbrances: (i) in respect of all or any
    of the Project Assets; and (ii) in respect of all or any part of the Collateral.
	 	 	 
	 	(c)	The
    Seller shall (and if any, the Seller Guarantors shall, and the Seller shall ensure that the Seller Guarantors shall) cause
    any Person who becomes a Seller Group Entity after the date hereof to execute and deliver: (i) if such Seller Group Entity
    is to be a “Seller”, an agreement in favor of the Purchaser, in form and substance satisfactory to the Purchaser,
    acting reasonably, in which such Seller agrees to become a party to this Agreement; (ii) if such Seller Group Entity is to
    be a “Seller Guarantor”, an agreement in favor of the Purchaser, in form and substance satisfactory to the Purchaser,
    acting reasonably, in which such Seller Guarantor agrees to execute a guarantee in the same form as the Guarantee provided
    pursuant to Section 2.6 hereof; (iii) first ranking charges and security interests as and by way of pledge agreements and
    general Security Documents of like kind and tenor as the Security Documents and in keeping with the spirit and intent of the
    Security Documents; and (iv) if applicable, any intercreditor agreement.
	 	 	 
	 	(d)	Except
    for the purposes of making payments in respect of and pursuant to the terms of Permitted Indebtedness, the Seller shall not,
    the Seller Group Entities shall not, and the Seller shall ensure that the Seller Group Entities shall not, make or commit
    to make any Distribution or other payment or transfer of assets to any other Seller Group Entity, including by way of set-off
    or in-kind, if a Seller Event of Default, or any event or circumstance which, with notice, the passage of time or both, would
    constitute a Seller Event of Default, has occurred and is continuing, or if a Seller Event of Default would reasonably occur
    or arise immediately after, or as a result of, making a Distribution, payment or transfer of assets.


 




    	- 40 - 



    	 



    

 


	 	(e)	The
    Seller shall (and if any, the Seller Guarantors shall, and the Seller shall ensure that the Seller Guarantors shall) cause
    all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to
    be done as the Purchaser may from time to time reasonably require to obtain, perfect and maintain first ranking prior perfected
    charges and security interests in, to and over all of the Collateral as well as all Shares in and collateral of any Seller
    Group Entity as contemplated herein.
	 	 	 
	 	(f)	The
    Seller shall not, the Seller Group Entities shall not, and the Seller shall ensure that the Seller Group Entities shall not,
    contest, in any manner, the effectiveness, validity, binding nature or enforceability of this Agreement or the other Documents.


 


8.2
Stockpiling


 


If
any Seller Group Entity intends to stockpile, store, warehouse or otherwise place Minerals off the Properties (the “Stockpiling
Activities”), then, before doing so, the Seller shall obtain from the property owner where such stockpiling, storage,
warehousing or other placement is to occur, a written acknowledgement in recordable form which provides that the Seller’s
rights to the Minerals shall be preserved. Notwithstanding the foregoing, none of the Seller, any Seller Guarantors nor any other
Seller Group Entities shall have the right to engage in Stockpiling Activities if such Stockpiling Activities would result, directly
or indirectly, in the failure to reach Commercial Production, or a significant barrier thereto, or in the Purchaser being disadvantaged
as a result of such Stockpiling Activities. The Seller shall not engage in Stockpiling Activities beyond best operating practices.
Any stockpile existing at the end of the Term shall be processed, and Refined Minerals in an amount equal to Payable Minerals
in respect of such stockpile shall be delivered to the Purchaser.


 


Article
9

REPRESENTATIONS AND WARRANTIES


 


9.1
Representations and Warranties of the Seller


 


The
Seller acknowledging that the Purchaser is entering into this Agreement in reliance thereon, hereby makes on and as of the date
of this Agreement, the representations and warranties to the Purchaser set out in Schedule “B”.


 


9.2
Representations and Warranties of the Purchaser


 


The
Purchaser, acknowledging that the Seller is entering into this Agreement in reliance thereon, hereby makes, on and as of the date
of this Agreement, the representations and warranties to the Seller and, if applicable, the Seller Guarantors set out in Schedule
“C”.


 


9.3
Survival of Representations and Warranties


 


The
representations and warranties set out in Schedule “B” and Schedule “C”, if applicable, shall survive
the execution and delivery of this Agreement, and for greater certainty, shall be deemed to be repeated as of the First Tranche
Closing Date and the Second Tranche Closing Date.


 


9.4
Knowledge


 


Where
any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge”
of the Seller, it shall be deemed to refer to the actual knowledge of any of any members of the Management Committee of Seller,
any officers of Seller, or any officers of the Manager of Seller and all knowledge which such Persons would have if such Persons
made due enquiry into the relevant subject matter.


 




    	- 41 - 



    	 



    

 


Article
10

sELLER EVENTS OF DEFAULT


 


10.1
Seller Events of Default


 


Each
of the following events or circumstances constitutes an event of default by the Seller (each, a “Seller Event of Default”):


 


	 	(a)	the
    Purchaser is of the view, acting reasonably, that the Seller or any Seller Group Entity has failed to process Produced Minerals
    within 30 days after the same has been mined, produced, extracted or otherwise recovered in a sellable form from the Properties,
    other than by reason of an event of Force Majeure;
	 	 	 
	 	(b)	the
    Seller has failed to deliver Refined Minerals in an amount equal to Payable Minerals by way of gold or silver credits or as
    otherwise contemplated by this Agreement to the Purchaser within 5 Business Days from the time that an Offtaker Settlement
    has been reached, other than by reason of an event of Force Majeure;
	 	 	 
	 	(c)	other
    than as provided in Section 10.1(a) or elsewhere in this Article 10 and other than by reason of an event of Force Majeure,
    the Seller or any Seller Guarantor is in breach or default of any terms, deadlines or conditions or any of its covenants or
    obligations set out in this Agreement or any other Document, as applicable, in any material respect, which breach or default
    is not remedied within a period of 30 days following the earlier of: (i) the date that the Seller or the Seller Guarantor
    becomes aware of such default; or (ii) the date that the Seller or any Seller Guarantor receives notice from the Purchaser
    notifying the Seller or such Seller Guarantor of such default, or such longer period of time as the Purchaser may determine
    in its sole discretion. For clarity and without limitation, the Seller’s obligations hereunder shall include all obligations
    of any Seller Guarantors and the Seller Group Entities as referenced in this Agreement as well as the Seller’s obligations
    to ensure that any Seller Guarantors and the Seller Group Entities act or refrain from acting as provided in this Agreement;
	 	 	 
	 	(d)	any
    of the representations or warranties given by the Seller proves to be inaccurate when made in any material respect (or in
    any respect in the case of representations and warranties that are qualified by materiality), and the conditions giving rise
    to such inaccuracy are not remedied within a period of 30 days following delivery by the Purchaser to the Seller of written
    notice of such inaccuracy, or such longer period of time as the Purchaser may determine in its sole discretion;
	 	 	 
	 	(e)	the
    occurrence of an “event of default” by the Seller or any Seller Guarantor under any of the Material Agreements
    that the Seller or any Seller Guarantor fails to cure in accordance with any available right to cure; 
	 	 	 
	 	(f)	any
    process of execution is enforced or levied upon assets having a value of $75,000 (or the equivalent amount in any other currency)
    or more of the Seller or any Seller Guarantor;


 




    	- 42 - 



    	 



    

 


	 	(g)	any
    judgment or order for the payment of money in excess of $75,000 (or the equivalent amount in any other currency), net of any
    amounts available for the satisfaction of such judgment or order pursuant to an enforceable contract of insurance, shall be
    rendered against the Seller or any Seller Guarantor and is not stayed within 30 days after it has been rendered or is not
    stayed prior to the time that any action is taken by any person to enforce such judgment or order; 
	 	 	 
	 	(h)	the
    occurrence of an Insolvency Event affecting the Seller or any Seller Guarantors;
	 	 	 
	 	(i)	if
    any Security Document shall for any reason become invalid or unenforceable or shall otherwise cease to create a valid and
    perfected first ranking Encumbrance over the Collateral, subject to any Permitted Encumbrances, and such default has not been
    remedied within 10 days of the earlier of: (i) the date that the Seller or any Seller Guarantor becomes aware of such default;
    and (ii) the date that the Seller or any Seller Guarantor receives notice from the Purchaser notifying the Seller or such
    Seller Guarantor of such default;
	 	 	 
	 	(j)	if
    the Seller fails to produce at least 5,000 Gold Equivalent Ounces and deliver to the Purchaser at least 1,000 Gold Equivalent
    Ounces produced from the Properties by the 18th month from the First Delivery Date;
	 	 	 
	 	(k)	if
    the Seller fails to produce at least 10,000 Gold Equivalent Ounces and deliver to the Purchaser at least 2,000 Gold Equivalent
    Ounces produced from the Properties by the 24th month from First Delivery Date;
	 	 	 
	 	(l)	if
    the Seller fails to produce at least 20,000 Gold Equivalent Ounces and deliver to the Purchaser at least 4,000 Gold Equivalent
    Ounces produced from the Properties by the 36th month from the First Delivery Date;
	 	 	 
	 	(m)	if
    the Seller fails to deliver to the Purchaser at least 10,000 Gold Equivalent Ounces produced from the Properties by the 48th
    month from the date the First Delivery Date;
	 	 	 
	 	(n)	if
    the capacity of the processing plant at the Project has been increased to an amount equal to or greater than 400 tons per
    day at any time prior to the 60th month from the First Delivery Date and the Seller fails to deliver to the Purchaser
    at least 28,000 Gold Equivalent Ounces produced from the Properties by the 60th month from the First Delivery Date;
	 	 	 
	 	(o)	if
    the capacity of the processing plant at the Project has not been increased to an amount equal to or greater than 400 tons
    per day at any time prior to the 60th month from the First Delivery Date and the Seller fails to deliver to the
    Purchaser at least 19,400 Gold Equivalent Ounces produced from the Properties by the 60th month from the First
    Delivery Date;
	 	 	 
	 	(p)	if
    the capacity of the processing plant at the Project has not been increased to an amount equal to or greater than 400 tons
    per day at any time prior to the 60th month from the First Delivery Date and the Seller fails to deliver to the
    Purchaser at least 23,900 Gold Equivalent Ounces produced from the Properties by the 72nd month from the First
    Delivery Date;


 




    	- 43 - 



    	 



    

 





	 	(q)	if
    the capacity of the processing plant at the Project has not been increased to an amount equal to or greater than 400 tons
    per day at any time prior to the 60th month from the First Delivery Date and the Seller fails to deliver to the
    Purchaser at least 28,000 Gold Equivalent Ounces produced from the Properties by the 84th month from the First
    Delivery Date;
	 	 	 
	 	(r)	The
    Second Tranche Closing has not occurred on or before the Second Tranche Deadline due to the failure of Seller to satisfy any
    of the Second Tranche Closing Date Conditions, and the Purchaser is unwilling to waive any of such conditions;
	 	 	 
	 	(s)	the
    Seller has not delivered Refined Minerals to the Purchaser as contemplated above within 60 days after gold or silver is mined,
    produced, extracted or otherwise recovered from the Properties, other than by reason of an event of Force Majeure;
	 	 	 
	 	(t)	the
    Seller or any Seller Group Entity fails to maintain all Permits required to reach Commercial Production and continue commercial
    production of the Produced Minerals for the length of the Term;
	 	 	 
	 	(u)	if
    any material mining claim, lease or patent, or any of the right, title and interest of the Seller or any Seller Guarantors
    therein is cancelled, extinguished, terminated, revoked or forfeited; 
	 	 	 
	 	(v)	the
    Seller has used the Purchase Price in a manner not permitted by Section 2.5;
	 	 	 
	 	(w)	the
    Purchase Price is used by Seller in a manner materially inconsistent with the Initial Program and Budget or any Subsequent
    Program and Budget;
	 	 	 
	 	(x)	there
    shall have occurred any event or circumstance, or any event or circumstance shall have failed to occur, which in the opinion
    of the Purchaser, acting reasonably, has or could have a Material Adverse Effect;
    
	 	 	 
	 	(y)	any
    Document executed and delivered by one or more of the Seller and any Seller Guarantors shall, except as a result of the acts
    or omissions of the Purchaser, cease to be in full force and effect;
	 	 	 
	 	(z)	the
    validity of any Document or the applicability thereof to the Seller’s Obligations or Seller Guaranteed Obligations or
    any other obligations purported to be guaranteed hereby or thereby or any part thereof shall be disaffirmed by or on behalf
    of the Seller, any Seller Guarantor or any other party thereto (other than the Purchaser) or the denial of the Seller or any
    Seller Guarantor of its obligations under any Document; or
	 	 	 
	 	(aa)	the
    enactment of any legislation or the entering or obtaining of any order of a court, board or commission which renders any Document
    or any material provision thereof unenforceable, unlawful or otherwise changed, if the Seller and/or any Seller Guarantor
    that is a party to such Document does not, within ten days after receipt of notice of such Document or material provision
    becoming unenforceable, unlawful or otherwise changed, replace such Document with a new agreement that is in form and substance
    satisfactory to the Purchaser in its sole discretion, acting reasonably, or amend such Document to the satisfaction of the
    Purchaser in its sole discretion, acting reasonably.







 



    	- 44 - 



    	 



    











 


10.2
Force Majeure


 


The
provisions of Sections 10.1(a), (b), (c) and (r) are all subject to the occurrence of an event of Force Majeure as stated therein.
If an event of Force Majeure contemplated in any of the said Sections of 10.1 shall have occurred, the Seller must: (i) immediately
notify the Purchaser in writing of the expected period during which the event of Force Majeure will persist; and (ii) promptly
take all reasonable steps to cure its inability to perform as a result of the event of Force Majeure; in which case the number
of days set out in the applicable Section(s) listed in this Section 10.2 shall be extended to a date, that in the Purchaser’s
opinion, acting reasonably, is a reasonable period of time after there has ceased to be such an event of Force Majeure. Notwithstanding
the foregoing, the obligations of either Party may only be extended due to Force Majeure for a maximum of 180 days, in the aggregate
for such Party.


 


Article
11

REMEDIES


 


11.1
Remedies


 


	 	(a)	If
    a Seller Event of Default occurs and is continuing, then the Purchaser shall have the right, upon written notice to the Seller,
    at its option and in addition to and not in substitution for any other remedies available to it hereunder or at law or equity,
    to take any or all of the following actions:


 


	 	 	(i)	demand
    all cash amounts and deliveries of Refined Minerals owing by the Seller to the Purchaser;
	 	 	 	 
	 	 	(ii)	terminate
    this Agreement by written notice to the Seller and, without limitation, demand all losses suffered or incurred as a result
    of the occurrence of such Seller Event of Default and termination, including the Net Present Value of the Remaining Purchase;
    and
	 	 	 	 
	 	 	(iii)	enforce
    the Documents.


 


	 	(b)	The
    Parties hereby acknowledge and agree that: (i) the Purchaser will be damaged, and may be irreparably harmed, by a Seller Event
    of Default; (ii) it would be impracticable or extremely difficult to fix the actual damages resulting from a Seller Event
    of Default; (iii) any sums payable with respect to a Seller Event of Default are in the nature of liquidated damages, and
    not a penalty, and are fair and reasonable; and (iv) the amount payable in accordance with Article 11 with respect to a Seller
    Event of Default represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from
    such Seller Event of Default in full and final satisfaction of all amounts owed in respect of such Seller Event of Default.
	 	 	 
	 	(c)	For
    greater certainty, if the Purchaser does not exercise its right under this Article, the obligations of the Seller or any successors
    following a realization hereunder shall continue in full force and effect.


 




    	- 45 - 



    	 



    

 


Article
12

ADDITIONAL PAYMENT TERMS


 


12.1
Payments


 


All
payments of funds due by one Party to another under this Agreement shall be made in United States dollars, or as otherwise indicated
herein, and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the receiving
Party in writing from time to time.


 


12.2
Taxes


 


	 	(a)	All
    deliveries of Refined Minerals and cash and all payments and/or transfers of property of any kind under this Agreement or
    any other Document by any Seller Group Entity shall be made without any deduction, withholding, charge, levy or imposition
    for or on account of any Taxes, except if required by Applicable Laws. Subject to Section 12.2(b), all Taxes, if any, required
    by Applicable Laws to be deducted, withheld, charged, levied, collected or imposed on any Person on or with respect to any
    such delivery, payment or transfer made by any Seller Group Entity shall be paid by the Seller and remitted to the appropriate
    Governmental Authority in accordance with Applicable Laws, provided that in addition to such delivery, payment or transfer
    made by any Seller Group Entity, Seller shall additionally deliver, pay or transfer property to the Purchaser or on its behalf
    as is necessary to ensure that the net amount or quantity received by the Purchaser (net of any such Taxes, including any
    Taxes required to be deducted, withheld, charged, levied, collected or imposed on any such additional amount or quantity)
    equals the full amount or quantity that the Purchaser would have received had no such deduction, withholding, charge, levy,
    collection or imposition been required.
	 	 	 
	 	(b)	Notwithstanding
    Section 12.2(a), the Seller shall not be responsible for any Excluded Taxes imposed or collected by any jurisdiction in respect
    of deliveries of Refined Minerals, cash or payments and transfers of property of any kind made by a Seller Group Entity pursuant
    to this Agreement or any other Document. 
	 	 	 
	 	(c)	In
    the event that any new Taxes are implemented, or there shall occur any revision in, implementation of, amendment to or interpretation
    by the relevant Governmental Authority or courts having competent jurisdiction of any existing Taxes, in each case that has
    an adverse effect on any of the Parties or any of their Affiliates in respect of the transactions contemplated by this Agreement,
    the Seller and Purchaser agree that they shall negotiate in good faith with each other to amend this Agreement so that the
    Parties and their Affiliates are not adversely affected by any such enactment, revision, implementation, amendment or interpretation,
    as the case may be; provided that any amendment to this Agreement shall not have any adverse effect on the Seller or its Affiliates
    on the one hand, or the Purchaser or its Affiliates on the other hand.
	 	 	 
	 	(d)	If
    the Purchaser should receive any tax credit for Taxes paid by the Seller under this Section 12.2, provided that such credit
    result in a cash refund or a reduction of Taxes that the Purchaser would otherwise be required to pay that are Excluded Taxes,
    then such credit shall, pursuant to Section 12.4, be set off against the Section 2.2 delivery obligation of the Seller. If
    the applicable Governmental Authority subsequently requires the Purchaser to repay such credit, the Seller shall forthwith
    repay the Purchaser the amount that was set-off against the Section 2.2 delivery obligations, plus any interest imposed by
    the Governmental Authority.


 




    	- 46 - 



    	 



    




 


12.3
Overdue Payments


 


Any
payment or delivery not made by a Party on or by any applicable payment or delivery date referred to in this Agreement shall incur
interest from the due date until such payment or delivery is paid or made in full at a per annum rate equal to 15% from and after
the due date, calculated, compounded and paid monthly in arrears.


 


12.4
Set-Off


 


Any
dollar amount or Refined Minerals owing by a Party to any other Party under this Agreement may be set off against any dollar amount
or Refined Minerals owed to such Party by the other Party. Any amount of Refined Gold or Refined Silver set off and withheld against
any non-payment by a Party shall be valued at the Gold Market Price or Silver Market Price, respectively, as of the first trading
day that such amount of Refined Gold or Refined Silver became payable to such Party and shall result in a reduction in an amount
of Refined Gold or Refined Silver otherwise to be delivered by that number of ounces equal to the dollar amount set off divided
by the Gold Market Price or Silver Market Price, respectively, as of the day such dollar amount first became payable.


 


Article
13

RIGHT OF FIRST Offer


 


13.1
Right of First Offer


 


	 	(a)	At
    any time during the Term, if the Seller desires to engage in any non-equity financing, whether private or public (a “Financing”),
    the Seller shall not enter into such Financing without first providing the Purchaser with the option to provide such Financing
    in accordance with the procedures set out in this Article 13.
	 	 	 
	 	(b)	Upon
    determining the general amount and conditions of a desired financing, the Seller shall provide to Purchaser (i) all the terms
    and conditions of such financing approved by the Purchaser’s Management Committee and/or otherwise distributed on behalf
    of the Company to any Person (the “Approved Terms”) and (ii) all the terms and conditions of any offers,
    term sheets, indications of interest or equivalent document or terms for financing opportunities presented to the Seller by
    any Persons (each a “Third Party Terms”).
	 	 	 
	 	(c)	If
    the Purchaser wishes to provide the Financing to the Seller on substantially the Approved Terms (“Right of First
    Offer”), it must provide the Seller with written notice of its desire to exercise such option (“Option
    Notice”) within 20 days of the Purchaser’s receipt of the Approved Terms, failing which the Purchaser shall
    be deemed to have waived its right under this Section 13.1 with respect to such Financing described in the most recent Approved
    Terms for a period of 270 days beginning on the date that the Seller provides to the Purchaser the most recent Approved Terms.
	 	 	 
	 	(d)	If
    the Purchaser delivers the Option Notice as prescribed under 13.1(c), it shall have 30 days after delivery of the Option Notice
    to present the Seller with a fully committed and credit approved offer of finance for the Financing upon terms and conditions
    substantially similar to those as set out in the Approved Terms (the “Purchaser Term Sheet”).
	 	 	 
	 	(e)	If
    the Purchaser elects not to exercise the Right of First Offer under Sections 13.1(c), or is unable to provide the Seller with
    a Purchaser Term Sheet within the 30-day period contemplated in Section 13.1(d), then, the Seller may enter into a Financing
    with any other lender or financial institution on substantially the most recent Approved Terms during the 120 day period beginning
    on the date that the Seller provides to the Purchaser the most recent Approved Terms.
	 	 	 
	 	(f)	If
    the Approved Terms are materially amended, the Seller may not proceed with a Financing without complying with the terms of
    the Purchasers Right of First Offer under this Section 13.1.


 




    	- 47 - 



    	 



    

 


Article
14

GENERAL


 


14.1
Disputes and Arbitration



 


	 	(a)	The
    Parties will make reasonable efforts to settle any and all controversies, claims and disputes arising out of or in connection
    with this Agreement (each, a “Dispute”) within 15 days (or any other period of time that may be agreed
    upon between the Parties according to the circumstances) from its notification to the other Party in accordance with Section
    14.6, through direct discussions between principals of the Parties for the purpose of resolving any such Dispute. For the
    purposes hereof, a “principal” means any individual of Seller or Buyer, as applicable, who has the authority to
    negotiate the settlement of the Dispute on behalf and in the name of Seller or Buyer, as applicable. Within 10 days after
    the date of the receipt by a Party of any notice of Dispute (which notice will request negotiations among principals), the
    principals will meet at a mutually acceptable time and place, or by telephone conference, to exchange relevant information
    in an attempt to resolve the Dispute. If a principal intends to be accompanied at the meeting by an attorney, the other Party’s
    principal will be given written notice of such intention at least 3 days in advance and may also be accompanied at the meeting
    by an attorney.


 


	 	(b)	Notwithstanding
    Section 14.1(a) above, any Party may initiate arbitration proceedings pursuant to this Section 14.1(b) concerning such Dispute
    within 15 days (or any other period of time that may have been agreed upon between the Parties pursuant to Section 14.1(a))
    after the date of receipt of the notice of Dispute, if such Dispute remains unsettled at the end of the 15-day period in Section
    14.1(a) above. Any such Dispute will be finally settled under the then-current Commercial Arbitration Rules of the American
    Arbitration Association (the “CAR Rules”) by three (3) arbitrators appointed in accordance with the CAR
    Rules, and judgment upon the award of the arbitrators may be entered in any court of competent jurisdiction. The Party against
    whom the award has been made will pay or otherwise satisfy the award in accordance with the terms of the award. Any laws allowing
    or providing for judicial review de novo of such arbitration are hereby waived, and the award of the arbitrator or arbitrators
    will be final, binding and not subject to de novo review. Pursuant to Section 14.1(c), the arbitrators will, if requested
    by the Party submitting the controversy, claim or dispute (and such Party prevails), grant specific performance as a remedy
    for any breach of a Party’s covenant under this Agreement, without regard to the availability of specific performance
    as a remedy in a court of competent jurisdiction. The place of the arbitration will be in New York City, New York. Nothing
    herein will prevent either Party from filing an action to obtain injunctive relief in an action in any court having jurisdiction
    thereof. The costs of arbitration (including the fees and expenses of the arbitrator) will be borne in their entirety by the
    Party whom the arbitrators determine. Except as expressly provided otherwise in this Agreement, arbitration shall be the sole,
    exclusive and final remedy for any Dispute. The Parties covenant and agree that they shall conduct all aspects of such arbitration
    having regard at all times to expediting the final resolution of such arbitration.


 




    	- 48 - 



    	 



    

 


	 	(c)	Each
    of the Parties acknowledges and agrees that the subject matter of this Agreement is unique, that the other Party would be
    damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific
    terms or otherwise are breached, and that the remedies at law would not be adequate to compensate such other Party not in
    default or in breach. Accordingly, each of the Parties agrees that the other Party will be entitled to an injunction or injunctions
    to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions
    of this Agreement in addition to any other remedy to which they may be entitled, at law or in equity. The Parties waive any
    defense that a remedy at law is adequate and any requirement to post bond or provide similar security in connection with actions
    instituted for injunctive relief or specific performance of this Agreement.


 


14.2
Further Assurances


 


Each
Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate
the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such
further instrument, document or action, unless expressly indicated otherwise.


 


14.3
Survival


 


The
following provisions shall survive termination of this Agreement: 5.3 (for a period of 24 months), Section 6.6; Section 9.3; Section
11.1; Article 12, Section 14.1; Section 14.3; Section 14.5; Section 14.6; Section 14.8; Section 14.9; Section 14.10; Section 14.11;
Section 14.12; Section 14.13 and Section 14.14, and such other provisions of this Agreement as are required to give effect thereto.


 


14.4
No Joint Venture


 


Nothing
herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership,
agency relationship, fiduciary relationship, or other partnership relationship between the Purchaser and any Seller Group Entity.


 


14.5
Governing Law


 


THIS
AGREEMENT IS TO BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES
OF CONFLICTS OF LAW. SUBJECT TO THE ARBITRATION REQUIREMENTS UNDER SECTION 14.1, THIS AGREEMENT AND ANY ARBITRATION AWARD MAY
BE ENFORCED IN ANY FEDERAL COURT OR ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY,
NEW YORK; AND THE SELLER AND PURCHASER HEREBY CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT
THE VENUE IN SUCH FORUMS IS NOT CONVENIENT. IF EITHER PARTY COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT
OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, SUCH OTHER PARTY, AT ITS OPTION,
SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR, IF SUCH TRANSFER CANNOT
BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. The
United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.




    	- 49 - 



    	 



    

 


14.6
Notices


 


Any
notice or other communication required or permitted to be given hereunder shall be in writing and shall be sufficiently given
if delivered personally (including by courier service) or if sent by facsimile or sent by electronic mail in PDF format addressed
as follows:


 


If
to the Purchaser:


 


CRH
Funding II PTE Ltd.


10
Changi Business Park Central 2


#05-01
HansaPoint


Singapore
486030


 





		Attention:	Andrew
    Wehrley
	 	Email:	andrew.wehrley@cartesianroyalty.com




 


with
copies to (which shall not constitute notice):


 


Cartesian
Capital Group


505
Fifth Ave., 15th Floor


New
York, NY 10017


 





	 	Attention:	Peter
    Yu
	 	Email:	peter.yu@cartesiangroup.com
	 	Facsimile:	(212)
    461-6366




 


And


 


Dorsey
& Whitney LLP


1400
Wewatta, Suite 400


Denver,
CO 80202


 





	 	Attention:	Ken
    Sam
	 	Email:	Sam.Kenneth@dorsey.com
	 	Facsimile:	(303)
    629-3445




 


If
to the Seller:


 


Alaska
Gold Torrent LLC.


c/o
Stoel Rives LLP


510
L Street, Suite 500


Anchorage,
AK 99501-1959


P:
907.277.1900 [3]


Attn:
Tina M Grovier


 




    	- 50 - 



    	 



    

 


with
a copy to (which shall not constitute notice):


 


Gold
Torrent Inc


960
S Broadway, Suite 530


Boise,
Idaho 83606


P:
208.343.1413 [1]


Attn:
Daniel Kunz


 


Any
such notice or other communication given in accordance with this Section 14.6, if delivered personally as aforesaid shall be deemed
to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery is received
before 4:00 p.m. at the place of delivery; otherwise it shall be deemed to be validly and effectively given on the next following
Business Day. Any notice or communication which is transmitted by facsimile transmission as aforesaid shall be deemed to have
been validly and effectively given on the date of transmission if such day is a Business Day and such transmission is received
before 4:00 p.m. at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the next
following Business Day. Any notice which is provided by electronic mail shall be followed by a copy of such notice delivered personally
(including by courier service) or by facsimile transmission to the address noted above in (a). For clarity, notice delivered by
electronic mail shall be deemed to have been validly and effectively given on the date of the electronic mail transmission if
such day is a Business Day and such transmission is sent before 4:00 p.m. at the place of receipt; otherwise it shall be deemed
to have been validly and effectively given on the next following Business Day.


 


Any
Party may at any time change its address for service from time to time by notice given in accordance with this Section 14.6.


 


14.7
Press Releases


 


The
Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any public
notices, press releases, and any other publicity concerning the entering into of this Agreement and none of the Parties nor their
respective Affiliates shall act in this regard without reasonable prior consultation with the other Parties, unless such disclosure
is required to meet timely disclosure obligations of such Parties or their respective Affiliates under Applicable Laws in circumstances
where prior consultation with the other Parties is not practicable, and a copy of such disclosure shall be provided to the other
Parties at such time as it is made publicly available.


 


14.8
Amendments


 


This
Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf
of each of the Parties.


 


14.9
Beneficiaries


 


This
Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein is intended to
or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or
by reason of this Agreement.


 


14.10
Entire Agreement


 


This
Agreement and the other Documents together constitute the entire agreement between the Parties with respect to the subject matter
hereof and cancel and supersede any prior understandings and agreements between the Parties with respect thereto. There are no
representations, warranties, terms, conditions, opinions, advice, assertions of fact, matters, undertakings or collateral agreements,
express, implied or statutory, with respect to the subject matter hereof and thereof by or between the Parties (or by any of their
respective employees, directors, officers, representatives or agents) other than as expressly set out in this Agreement or the
Security Documents or the other Documents.


 




    	- 51 - 



    	 



    

 


14.11
Waivers


 


Any
waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in
writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been
given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate
as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such
right or the exercise of any other right.


 


14.12
Assignment


 


	 	(a)	This
    Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors
    and permitted assigns.
	 	 	 
	 	(b)	Subject
    to Section 14.12(d), the Purchaser shall be entitled at any time and from time to time, to Transfer, including by way of syndication
    or granting of participation rights, any of its rights and obligations under this Agreement or any other Document without
    the consent of the Seller.
	 	 	 
	 	(c)	Except
    as provided herein, but subject to Section 14.12(d), neither the Seller nor any Seller Guarantor shall Transfer, in whole
    or in part, any of their respective rights or obligations under this Agreement or any other Document, as applicable, without
    the prior written consent of the Purchaser.
	 	 	 
	 	(d)	This
    Agreement may not be assigned in whole or in part to any Restricted Person.


 


14.13
Severability


 


If
any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, all other provisions of
this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to replace any
provision that is invalid, illegal or unenforceable with such other valid provision that most closely replicates the economic
effect and rights and benefits of such impugned provision.


 


14.14
Costs and Expenses


 


Except
as otherwise provided for in this Agreement, all costs and expenses incurred by a Party shall be for its own account, provided
that the Seller shall be liable to reimburse to the Purchaser $9,000 per month to a total of US$162,000, which amount constitutes
of one-half of the payment to Upstream Resources LLC for the services of Patrick Okita for the first 18 months of his engagement
following the Execution Date. The Parties agree that the reimbursement provided in this Section 14.14 shall be paid by Seller
to Purchaser in the amount of $9,000 per month for any month in which Pat Okita is retained by Purchaser with respect to the Project,
such amounts to be paid on or before the last Business Day of each calendar month after the Execution Date, up to a total of US$162,000.


 


14.15
Counterparts


 


This
Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed
shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Agreement by telecopy or electronic scan shall be effective as delivery of a
manually executed counterpart of this Agreement.


 


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


 




    	- 52 - 



    	 



    

 


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


 


	 	CRH
    FUNDING II pte ltd.
	 	 
	 	Per:	       
	 	Name:
	 
	 	Title:	 
	 	 	 
	 	Per:	 
	 	Name:
	 
	 	Title:	 


 


	 	ALASKA
    GOLD TORRENT LLC
	 	 
	 	Per:	         
	 	Name:
	 
	 	Title:	 


 


Signature
Page


 




    	 	 	 



    	 		 



    

 


Schedule
“A”


 


Description
of Properties (with Map)


 


Part
1 - Description of the Fee Property


 


Government
Lot 5, Section 18, Township 20 North, Range 4 West, Seward Meridian. 38851 W Parks Highway, Willow, Alaska 99688


 


Part
2 - Description of the Underlying Lease and Leased Real Property


 


Lease
between Alaska Hardrock Inc., as Lessor, and Miranda, as Lessee, dated on or about November 15, 2013 (the “Underlying
Lease”), and any amendments to the Lease, covering the below described Claims.


 


The
Patented Claims


 


	 	Name	 	Survey	 	Patent
	 	 	 	 	 	 
	1	Gold
    Dust No. 2	 	960A	 	478360
	2	Golden
    Wonder	 	960A	 	478360
	3	Golden
    Wonder No. 1	 	960A	 	478360
	4	Gold
    Dust	 	960A	 	478360
	5	Gold
    Dust No. 1	 	960A	 	478360
	6	Gold
    Dust Fraction	 	960A	 	478360
	7	Golden
    Eagle	 	1018	 	728475
	8	Golden
    Eagle No. 1	 	1018	 	728475
	9	Summit	 	1018	 	728475
	10	Gold
    Nugget	 	1018	 	728475
	11	Bird	 	1018	 	728475
	12	Brassel
    Fraction Lode Claim	 	1487	 	1159173
	13	War
    Baby No. One Claim	 	1487	 	1159173
	14	War
    Baby No. Two (2) Lode Claim 	 	1487	 	1159173
	15	War
    Baby No. 3 Lode Claim	 	1487	 	1159173
	16	War
    Baby No. 4 Lode Claim	 	1487	 	1159173
	17	Lucky
    Shot Lode Claim No. 1	 	1487	 	1159173
	18	Lucky
    Shot Lode Claim No. 2	 	1487	 	1159173
	19	Lucky
    Shot Lode Claim No. 3	 	1487	 	1159173
	20	Luck
    Shot No. 5 Load Claim	 	1487	 	1159173
	21	War
    Eagle Fraction Claim	 	1487	 	1159173
	22	War
    Eagle No. 1	 	1487	 	1159173
	23	War
    Eagle No. 2	 	1487	 	1159173
	24
    	War
    Eagle No. 3	 	1487	 	1159173
	25	Lucky
    Shot Lode Claim	 	1487	 	1159173
	26	Mary	 	2047	 	1127290
	27	Black
    King No. 2	 	2094	 	1128877


 




    	 	 A-1	 



    	 		 



    

 


	28	Black
    King No. 3	 	2094	 	1128877
	29	Black
    King No. 4	 	2094	 	1128877
	30	Ready
    Bullion	 	2094	 	1128877
	31	Ready
    Bullion No. 1	 	2094	 	1128877
	32	Ready
    Bullion No. 2	 	2094	 	1128877
	33	Ready
    Bullion Fraction	 	2094	 	1128877
	34	Early
    Cash	 	2094	 	1128877
	35	Early
    Cash No. 1	 	2094	 	1128877
	36	Lucky
    Gold Fraction	 	2094	 	1128877
	37	Taylor
    Claim	 	2186A	 	1159173
	38	Wilson
    Lode Claim	 	2186A	 	1159173
	39	Madison
    Claim	 	2186A	 	1159173
	40	Coolidge
    Lode Claim	 	2186A	 	1159173
	41	War
    Eagle No. 4 Claim	 	2186A	 	1159173
	42	War
    Eagle No. 5 Claim	 	2186A	 	1159173
	43	War
    Eagle No. 6 Claim	 	2187A	 	1159173


 


The
State Claims


 


	 	Name	 	ADL#	 	Meridian,
    Township, Range	 	Section	 	Section/4
	 	 	 	 	 	 	 	 	 	 
	1	LS
    1	 	645931	 	S
    20N 01W	 	34	 	SE
	2	LS
    2	 	645932	 	S
    20N 01W	 	35	 	SW
	3	LS
    3	 	645933	 	S
    20N 01W	 	35	 	SE
	4	LS
    4	 	645934	 	S
    20N 01W	 	36	 	SW
	5	LS
    5	 	645935	 	S
    20N 01W	 	36	 	SE
	6	LS
    6	 	645936	 	S
    20N 01E	 	31	 	SW
	7	LS
    7	 	645937	 	S
    20N 01E	 	31	 	SE
	8	LS
    9	 	645939	 	S
    20N 01E	 	32	 	NW
	9	LS
    10	 	645940	 	S
    20N 01E	 	31	 	NE
	10	LS
    11	 	645941	 	S
    20N 01E	 	31	 	NW
	11	LS
    12	 	645942	 	S
    20N 01W	 	36	 	NE
	12	LS
    13	 	645943	 	S
    20N 01W	 	36	 	NW
	13	LS
    14	 	645944	 	S
    20N 01W	 	35	 	NE
	14	LS
    15	 	645945	 	S
    20N 01W	 	35	 	NW
	15	LS
    16	 	645946	 	S
    20N 01W	 	34	 	NE
	16	LS
    17	 	645947	 	S
    20N 01W	 	25	 	SE
	17	LS
    18	 	645948	 	S
    20N 01E	 	30	 	SW
	18	LS
    19	 	645949	 	S
    20N 01E	 	30	 	SE
	19	LS
    23	 	645953	 	S
    20N 01E	 	29	 	NW
	20	LS
    24	 	645954	 	S
    20N 01E	 	30	 	NE
	21	LS
    25	 	645955	 	S
    20N 01E	 	19	 	SE
	22	LS
    26	 	645956	 	S
    20N 01E	 	20	 	SW
	23	LS
    27	 	645957	 	S
    20N 01E	 	20	 	SE
	24	LS
    28	 	650112	 	S
    20N 01W	 	33	 	SE
	25	LS
    29	 	650113	 	S
    20N 01W	 	34	 	SW
	26	LS
    30	 	650114	 	S
    20N 01W	 	34	 	NW
	27	LS
    31	 	650833	 	S
    19N 01W	 	5	 	NE
	28	LS
    32	 	650834	 	S
    19N 01W	 	4	 	NW


 




    	 	 A-2	 



    	 		 



    


 


	29	LS
    33	 	650835	 	S
    19N 01W	 	4	 	NE
	30	LS
    34	 	650836	 	S
    19N 01W	 	3	 	NW
	31	LS
    35	 	650837	 	S
    20N 01W	 	33	 	SW
	32	LS
    36	 	650838	 	S
    20N 01W	 	32	 	SE
	33	LS
    37	 	650839	 	S
    20N 01W	 	33	 	NE
	34	LS
    38	 	650840	 	S
    20N 01W	 	33	 	NW
	35	LS
    39	 	650841	 	S
    20N 01W	 	33	 	NE
	36	LS
    40	 	650842	 	S
    20N 01W	 	27	 	SE
	37	LS
    41	 	650843	 	S
    20N 01W	 	27	 	SW
	38	LS
    42	 	650844	 	S
    20N 01W	 	28	 	SE
	39	LS
    43	 	650845	 	S
    20N 01W	 	28	 	SW
	40	LS
    44	 	650846	 	S
    20N 01W	 	29	 	SE
	41	LS
    45	 	650847	 	S
    20N 01W	 	28	 	NW
	42	LS
    46	 	650848	 	S
    20N 01W	 	28	 	NE
	43	LS
    47	 	650849	 	S
    20N 01W	 	27	 	NW
	44	LS
    48	 	650850	 	S
    20N 01W	 	27	 	NE
	45	LS
    49	 	650851	 	S
    20N 01W	 	26	 	NW
	46	LS
    50	 	650852	 	S
    20N 01W	 	26	 	NE
	47	LS
    51	 	650853	 	S
    20N 01W	 	25	 	NW
	48	LS
    53	 	650855	 	S
    20N 01E	 	30	 	NW
	49	LS
    54	 	651699	 	S
    19N 01W	 	3	 	NE
	50	LS
    55	 	651700
    	 	S
    19N 01W	 	2	 	NW
	51	LS
    56	 	651701	 	S
    19N 01W	 	2	 	NE
	52	LS
    57	 	656100	 	S
    19N 01W	 	1	 	NW
	53	LS
    58	 	656101	 	S
    19N 01W	 	1	 	NE
	54	LS
    59	 	656102	 	S
    19N 01E	 	6	 	NW
	55	LS
    60	 	656103	 	S
    19N 01E	 	6	 	NE
	56	LS
    61	 	656104	 	S
    19N 01W	 	3	 	SE
	57	LS
    62	 	656105	 	S
    19N 01W	 	2	 	SW
	58	LS
    63	 	656106	 	S
    19N 01W	 	2	 	SW


 




    	 	 A-3	 



    	 		 



    

 





 






    	 	 A-4	 



    	 		 



    

 


Schedule
“B”


 


Seller
Representations and Warranties


 


The
Seller hereby represents and warrants to the Purchaser as follows:


 


(a)
Corporate Organization.


 


(i)
The Seller and each Seller Guarantor is a company or corporation duly incorporated, the Seller is validly existing and in good
standing under the laws of its jurisdiction of formation and each Seller Guarantor is validly existing under the laws of their
respective jurisdictions of incorporation or formation, and each of the Seller and the Seller Guarantors are up-to-date in respect
of all filings and the payment of all fees required by law to maintain their respective existence.


 


(ii)
The Seller and each Seller Guarantor have all requisite corporate power and authority and have all necessary material approvals,
licenses, permits and authorizations to own the Project Assets and to carry on its business as now conducted, including the current
Mining Activities. The Seller has all requisite corporate power and authority to execute and deliver the Documents to which it
is a party and to perform its obligations hereunder and thereunder.


 


(iii)
As of the Execution Date, the state of Alaska is the only jurisdiction in which the Seller conducts business, and the Seller is
not qualified to do business as a foreign corporation.


 


(iv)
The Seller and each Seller Guarantor has filed all necessary documents to qualify to do business as a foreign corporation in,
and the Seller is in good standing under the laws of each jurisdiction in which the conduct of the Seller’s business as
now conducted and as presently contemplated to be conducted or the nature of the property owned requires such qualification, except
where the failure to so qualify has not had and would not be expected to have a Material Adverse Effect.


 


(b)
Subsidiaries. The Seller has no subsidiaries and does not directly or indirectly own, or hold any rights to acquire, any
capital stock or any other securities or interests in any other Person.


 


(c)
Corporate Proceedings, etc. The Seller has authorized the execution, delivery, and performance of (i) the Documents to
which it is a party and each of the transactions and agreements contemplated hereby and thereby, including the grant of the security
interest in all of the assets of the Seller. No other corporate action is necessary to authorize such execution, delivery and
performance of the Documents to which it is a party and each of the transactions and agreements contemplated hereby and thereby.
When executed and delivered by the Seller, each of the Documents shall constitute the valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles
of equity.


 


(d)
Consents and Approvals. The execution and delivery by the Seller of the Documents, the performance by the Seller of its
obligations hereunder and thereunder, and the consummation by the Seller of the transactions contemplated hereby and thereby do
not require the Seller to obtain any consent, approval or action of, or make any filing with or give any notice to, any corporation,
Person or firm, or any public, governmental or judicial authority.


 




    	 	 B-1	 



    	 		 



    

 


(e)
Absence of Defaults, Conflicts, etc. The execution and delivery of the Documents and the performance by the Seller of its
obligations hereunder and thereunder will not result in a breach of any of the material terms, conditions or provisions of, or
constitute a default under, or permit the acceleration of rights under or termination of, any material agreement or contract of
the Seller, or the Seller’s limited liability company agreement, or any rule or regulation of any court or federal, state
or foreign regulatory board or body or administrative agency having jurisdiction over the Seller, its businesses or the Project
Assets. No event has occurred and no condition exists which, upon notice or the passage of time (or both), would constitute a
material default under any such material contract or agreement or in any material license, permit or authorization to which the
Seller is a party or by which it may be bound.


 


(f)
Compliance with Law.


 


(i)
The Seller has not been, and is not, in material violation of any laws, ordinances, governmental rules or regulations to which
it is subject, including laws or regulations relating to the environment, securities laws, occupational health and safety or money
laundering, and no material expenditures are or will be required in order to cause its current operations or properties to comply
with any such laws, ordinances, governmental rules or regulations.


 


(ii)
The Seller has all material licenses, permits, franchises or other governmental authorizations necessary to the ownership of its
property, including the Project Assets, or to the conduct of its businesses as now conducted and as presently contemplated to
be conducted, including with respect to the Project and the Mining Activities. Neither the Seller nor Miranda or Gold Torrent
have been denied any application for any Permits necessary to the Project as now conducted and as presently contemplated to be
conducted. The Seller is not in material default under any of such Permits.


 


(iii)
Neither the Seller nor Miranda or Gold Torrent have been notified, nor does Seller have reason to believe it, Miranda or Gold
Torrent will be notified, by any state agency that it is (i) ineligible to receive additional Permits; or (ii) is under investigation
to determine whether its eligibility to receive Permits should be revoked, i.e., “permit blocked”.


 


(g)
Litigation. There are no material private or governmental (whether federal, state, local or foreign) claims, complaints,
actions, suits, proceedings, arbitrations or investigations pending or, to the Seller’s knowledge, threatened or verdicts
or judgments entered (i) against the Seller, the Project Assets, or, to the Seller’s knowledge, against any key employee,
independent contractor, consultant, officer or director of the Seller, Miranda or Gold Torrent with respect to the Project, or
(ii) that questions the validity of this Agreement or the Documents or the right of the Seller to enter into any of such agreements,
or to consummate the transactions contemplated hereby or thereby before any court, governmental agency or tribunal, domestic or
foreign. None of the Seller, Miranda or Gold Torrent are subject to any order, writ, judgment, injunction, decree, determination
or award of any court or of any governmental agency or instrumentality (whether federal, state, local or foreign) with respect
to, or in any way relating to, the Project.


 


(h)
Material Agreements. Each Material Agreement is valid, binding and enforceable against the Seller and, to the Seller’s
knowledge, the other parties thereto, in accordance with its terms, and in full force and effect on the date hereof. The Seller
is not in default or breach under any of the Material Agreements, nor is any other party thereto in default or breach thereunder,
nor are there facts or circumstances which have occurred which, with or without the giving of notice or the passage of time or
both, would constitute a material default or breach under any of the Material Agreements.


 


(i)
Absence of Undisclosed Liabilities. The Seller does not have any material debt, obligation or liability (whether accrued,
absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to the Seller), except as provided
hereunder, arising out of any transaction entered into at or prior to each Tranche, or any act or omission at or prior to each
Tranche, or any state of facts existing at or prior to each Tranche, including taxes with respect to or based upon the transactions
or events occurring at or prior to each Tranche, and including unfunded past service liabilities under any pension, profit sharing
or similar plan, except current liabilities incurred and obligations under agreements entered into, in the usual and ordinary
course of business, none of which (individually or in the aggregate) are material.


 




    	 	 B-2	 



    	 		 



    

 


(j)
Tax Matters. There are no material federal, state, county, local or foreign taxes due and payable by the Seller which have
not been timely paid. There have been no examinations or audits of any tax returns or reports of the Seller by any applicable
federal, state, local or foreign governmental agency. The Seller has duly and timely filed all federal, state, county, local and
foreign tax returns required to have been filed by it in accordance with all applicable legal requirements and there are in effect
no waivers of applicable statutes of limitations with respect to taxes for any year. All material taxes required to be withheld
or paid by the Seller (including in connection with amounts paid or owing to any employee or other service provider, stockholder
or other third party) have been duly and timely withheld or paid, and any such withheld taxes have been duly and timely paid to
the proper government agency or taxing authority in accordance with applicable legal requirements. The Seller has no material
liability for the taxes of any other Person, as a transferee or successor, by contract or otherwise. The Seller is not subject
to tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other
place of business in that country.


 


(k)
Intellectual Property. Schedule “H” sets forth a complete and current list of registrations, patents or applications,
licenses or other agreements pertaining to the intellectual property that is material to the Seller’s business. The Seller
has the right to use all of the material intellectual property used by it in connection with its businesses, and such intellectual
property rights are all those necessary to the conduct of the business as now conducted and presently contemplated. The Seller
is in compliance in all material respects with all contractual obligations relating to such of the intellectual property as used
pursuant to license or other agreement. There are no conflicts with or infringements of any intellectual property by any third
party. There is no claim, suit, action or proceeding pending or, to the Seller’s knowledge, threatened against the Seller:
(i) alleging any such conflict or infringement with any third party’s proprietary rights; or (ii) challenging the Seller’s
ownership or use of, or the validity or enforceability of any intellectual property; nor is there any legitimate basis for any
such claim.


 


(l)
Title to Personal Property. The Seller has good and marketable title to the material tangible personal property owned by
the Seller, in each case subject to no mortgage, pledge, lien, security interest, lease, encumbrance or charge, and (ii) with
respect to the material tangible personal property it leases, the Seller is in compliance in all material respects with the applicable
lease and holds a valid leasehold interest free of any liens, security interest, claims or encumbrances.


 


(m)
Condition of Properties. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or
used by the Seller are in good operating condition and repair, are reasonably fit and usable for the purposes for which they are
being used and are presently contemplated to be used, and are adequate and sufficient for the Seller’s business as now conducted
and as presently contemplated to be conducted.


 


(n)
Insurance. The Seller and the Project Assets are insured in such amounts, against such losses and with such insurers as
are customary when considered in light of the nature of the properties and businesses of the Seller as now conducted and as presently
contemplated to be conducted. No notice of any termination or threatened termination of any of such policies has been received
and such policies are in full force and effect.


 




    	 	 B-3	 



    	 		 



    

 


(o)
Transactions with Related Parties. The Seller is not a party to any agreement with any of Miranda’s or Gold Torrent’s
directors, officers or shareholders or any Affiliate or family member of any of the foregoing and (ii) the Seller does not employ
as an employee or engage as a consultant any family member of any of Miranda’s or Gold Torrent’s directors, officers
or shareholders.


 


(p)
Brokerage. There are no claims for brokerage commissions or finder’s fees or similar compensation in connection with
the transactions contemplated by this Agreement based on any arrangement made by or on behalf of the Seller.


 


(q)
Illegal or Unauthorized Payments; Political Contributions. 


 


(i)
No Unlawful Contributions or Payments. Neither the Seller nor any director, or executive officer of the Seller, nor, to
the knowledge of the Seller, any director, officer, agent, employee or representative of the Seller or other Person associated
with or acting on behalf of the Seller, has (i) used any company funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization
of any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government or regulatory official
or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official
or candidate for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act
of 1977, as amended, the U.K. Bribery Act 2010, or any applicable law or regulation implementing the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable
anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful
bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful
or improper payment or benefit. The Seller has instituted, maintained and enforced, and will continue to maintain and enforce
policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.


 


(ii)
Compliance with Anti-Money Laundering Laws. The operations of the Seller are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (PATRIOT Act), and the applicable money laundering
statutes of all jurisdictions in which the Seller conducts business, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the
“Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Seller with respect to the Money Laundering Laws is pending or, to the knowledge
of the Seller, threatened.


 


(iii)
No Conflicts with Sanctions Laws. Neither the Seller nor any director or executive officer of the Seller, nor, to the knowledge
of the Seller, any director, officer, agent, employee or representative of the Seller, Affiliates or other Person associated with
or acting on behalf of the Seller is currently the subject or target of any sanctions administered or enforced by the U.S. government
(including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)
or the U.S. Department of State and including, without limitation, the designation as a “specially designated national”
or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other
relevant sanctions authority (collectively, “Sanctions”), nor is the Seller located, organized or resident
in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea,
Sudan, Syria and Crimea (each, a “Sanctioned Country”); and the Seller will not directly or indirectly use
the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that,
at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities
of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including
any person participating in the transaction, whether as agent, principal, advisor, investor or otherwise) of Sanctions. The Seller
has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person
that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.


 




    	 	 B-4	 



    	 		 



    

 


(r)
Real Property. As of the Execution Date, the Seller has good and marketable title, clear of any title, defect or Encumbrance,
other than Permitted Encumbrances, to an undivided 100% interest in the Properties. Each parcel of real property owned in fee
by the Seller (the “Fee Property”) are set forth in Schedule A. Each parcel of real property leased
or subleased by the Seller (the “Leased Real Property”), and the lease agreements relating to such Leased Real
Property are set forth in Schedule A. There are no material liens on the estate or interest created by the Underlying Lease.
The Underlying Lease constitutes a valid and binding obligation of the Seller and Alaska Hardrock Inc. and is in full force and
effect. No Person has any agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty
or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent,
royalty in or to the Properties or the gold or silver produced from the Properties. The map attached hereto in Schedule “A”
accurately depicts the location of the Properties


 


(s)
Mining Operations. The Seller has made available to the Purchaser and its representatives all material proprietary geological
data, reserve data, existing mine maps, surveys, title insurance policies, title insurance, abstracts and other evidence of measurements,
metallurgical and assay data, samples, reserve calculations or reports, mine plans, mining permit applications and supporting
data, engineering studies and information, maps, reports and data relating to or affecting the Project, the Properties and the
Mining Activities requested by the Purchaser. The material mineral reserves mined, owned or leased by the Seller are not subject
to any mining rights of any other Person to mine, process, develop or conduct other, similar activities.


 


(t)
Mining Rights.


 


(i)
The Seller, holds mining leases, mining concessions, mining claims, exploration permits, prospecting permits, participant interests,
conventional property agreements, or proprietary interests or rights, recognized in the jurisdiction in which the Properties are
located, in respect of the ore bodies and minerals located on the Properties in which the Seller has an interest under valid,
subsisting and enforceable title documents or other recognized and enforceable agreements, contracts, arrangements or understandings,
sufficient to permit the Seller to explore for and exploit the minerals relating thereto, and all such agreements, contracts,
arrangements or understandings in connection with the Properties, including the Underlying Agreement, are valid and subsisting
and enforceable in accordance with their terms.


 


(ii)
All material concessions, leases, property agreements and contracts, claims and permits relating to the Properties in which the
Seller has an interest or right, including all mining claims under the Underlying Lease, have been validly granted, located, approved,
executed and recorded or filed in accordance with all applicable laws and are valid, subsisting and enforceable.


 




    	 	 B-5	 



    	 		 



    

 


(iii)
The Seller has all necessary surface rights, access rights and other necessary rights and interests relating to the Project and
Properties granting the Seller the right and ability to explore for and exploit minerals, ore and metals for development and production
purposes as are appropriate in view of the rights and interest therein of the Seller, with only such exceptions as do not materially
interfere with the current and proposed use made by the Seller of the rights or interest so held, and each of the proprietary
interests or rights and each of the agreements, contracts, arrangements or understandings and obligations relating thereto referred
to above is currently in good standing in the name of the Seller.


 


(iv)
The Seller does not have any responsibility or obligation to pay any commission, royalty, license, fee, assessment or similar
payment to any person with respect to the property rights thereof, except where such fee or payment would not reasonably be expected
to have a Material Adverse Effect, either individually or in the aggregate.


 


(v)
The Seller has identified all the Permits which are or will be required for the exploration, development and eventual or actual
operation of the Project and Properties, which Permits include but are not limited to mine and reclamation permits, access and
use grants and permits, environmental assessment certificates, water appropriation and use permits, licenses and applications,
land tenures, rezoning or zoning variances and other necessary local, provincial, state and federal approvals; and the appropriate
Permits have either been received, applied for, or the processes to obtain such Permits have been or will in due course be initiated
by the Seller; and the Seller does not know of any issue or reason why the Permits should not be approved and obtained in the
ordinary course.


 


(vi)
All assessments or other work required to be performed in relation to the mining claims and mining rights included in the Properties,
including under the Underlying Lease, in order to maintain its respective interests therein, if any, have been performed to date
and the Seller, Miranda and Gold Torrent have complied in all material respects with all applicable laws in this regard as well
as with regard to legal and contractual obligations to third parties in this regard.


 


(u)
Mining Practice. All mining operations by the Seller, and Miranda and Gold Torrent with respect to the Project, on the
Properties have been conducted with the exercise of reasonable diligence, skill, care and prudence for mining operations in similar
locations under similar circumstances.


 


(v)
Technical Reports. Seller has delivered to Purchaser all technical reports relating to the Project or Properties (the “Reports”).
Each Report was at the time of filing compliant, in all material respects, with the requirements of the provisions of NI 43-101
– Standards of Disclosure for Mineral Projects (“NI 43-101”). All scientific and technical information
disclosed: (i) is based upon information prepared by or under the supervision of, or approved by, a “qualified person”
(as such term is defined in NI 43-101) and (ii) was true, complete and accurate in all material respects at the time of filing.
The Seller, Miranda or Gold Torrent made available to the respective authors thereof prior to the issuance of all of the Reports,
for the purpose of preparing the Reports, as applicable, all information requested, and no such information contained any misrepresentation
as at the time the relevant information was made available. The Reports, as of their respective dates, accurately and completely
set forth all material facts relating to the Properties covered thereunder, and as of the date hereof, there is no new material
scientific or technical information concerning any of the Project or Properties not included in the Reports.


 


(w)
Environmental and Safety Laws.


 


(i)
Neither the Seller, nor Miranda and Gold Torrent with respect to the Project, are in violation in any material respect of any
applicable state or federal law or regulation relating to the environment or occupational health and safety or Mining Activities,
and no material expenditures are or will be required in order to comply in all material respects with any such existing statute,
law or regulation. Furthermore:


 




    	 	 B-6	 



    	 		 



    

 


(A)
Each of the Seller, and Miranda and Gold Torrent with respect to the Project, as applicable, is in compliance in all material
respects with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, regulations and orders,
directives and decisions rendered by any ministry, department or administrative or regulatory agency, whether domestic or foreign,
in each case, relating to the protection of the environment, the processing, use, treatment, storage, disposal, discharge, transport
or handling of any pollutants, contaminants, chemicals, substances or industrial wastes classified as toxic or hazardous to human
health or the environment (the “Hazardous Substances”), or with respect to Hazardous Substances, occupational
health and safety (collectively, the “Environmental Laws”);


 


(B)
Seller has all permits, licenses, authorizations and approvals required under any applicable Environmental Law (“Environmental
Permits”) and is in compliance with all terms and conditions of each Environmental Permit;


 


(C)
there are no pending or, to the Seller’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands,
claims, liens, investigation or proceedings against either the Seller or against Miranda or Gold Torrent with respect to the Project,
as applicable, relating to any alleged violation of or liability under Environmental Law;


 


(D)
Neither the Seller, nor Miranda and Gold Torrent with respect to the Project, have failed to report to the proper governmental
authority the occurrence of any event which is required to be so reported by any Environmental Laws;


 


(E)
Neither the Seller, nor Miranda and Gold Torrent with respect to the Project, are subject to (A) any Environmental Laws that require
or may require any material work, repairs, construction, change in business practices or operations, or any expenditures, including
capital expenditures, for facility upgrades to mitigate, control, or limit releases of Hazardous Substances into the environment,
environmental investigation and remediation, or corrective actions, except with respect to any remediation obligations required
as part of mine reclamation and covered under existing reclamation surety bonds or pursuant to or in accordance with Environmental
Permits; (B) any written demand, written notice of default, summons, notice of judgment or commencement of proceedings with respect
to any alleged violation of or liability arising under Environmental Laws; or (C) any outstanding obligations to remedy, pay compensation,
or make any payment in the nature of a fine in relation to any violation of Environmental Laws; and


 


(F)
there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation,
or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Seller, or Miranda
and Gold Torrent with respect to the Project, pursuant to any Environmental Laws.


 


(x)
Material Facts. This Agreement, the schedules furnished contemporaneously herewith, and the other written agreements, documents,
certificates or statements furnished or to be furnished to the Purchaser hereunder by or on behalf of the Seller in connection
with the transactions contemplated hereby taken as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained therein or herein, in light of the circumstances in which they
were made, not misleading. In addition, there is no fact which is known to the Seller and which has not been disclosed herein
or otherwise by the Seller to the Purchaser which would reasonably be expected to have a Material Adverse Effect. The materials,
information and projections presented to the Purchaser have been prepared in a good faith effort by the Seller to describe the
Seller’s present and proposed products, and projected growth and do not contain any materially misleading statement or omissions
therein. While such projections were made by management in good faith based on factual assumptions believed to be true, no representations
are made in respect to the accuracy or reliability of such projections.


 




    	 	 B-7	 



    	 		 



    

 


Schedule
“C”


 


Purchaser
Representations and Warranties


 


The
Purchaser hereby represents and warrants to the Seller and to any Seller Guarantors as follows:


 


(a)
It has all requisite power and authority to execute and deliver the Documents to which it is a party and to perform its obligations
hereunder.


 


(b)
It is a validly existing private limited company duly organized and in good standing under the laws of its jurisdiction of organization.


 


(c)
It has taken all action necessary for the authorization, execution, delivery, and performance of the Documents to which it is
a party and its obligations thereunder. No other action is necessary to authorize such execution, delivery and performance of
the Documents to which it is a party. When executed and delivered by the Purchaser, each of the Documents to which the Purchaser
is a party shall constitute the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors’ rights and general principles of equity.


 




    	 	 C-1	 



    	 		 



    

 


Schedule
“D”


 


SECURITY
DOCUMENTS


 


	1.	Real
    Estate Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Financing Statement (Fixture Filing and As-Extracted
    Collateral) granted by the Seller to the Purchaser to secure payment and performance of the obligations of Seller under this
    Agreement, charging all present and after-acquired assets of the Seller, including all personal and real property, fixtures
    and as-extracted collateral, subject to no prior Encumbrances other than Permitted Encumbrances.
	 	 
	2.	UCC
    Financing Statement covering all personal property assets, as extracted collateral and fixtures of Seller, subject to no prior
    Encumbrances other than Permitted Encumbrances.


 




    	 	D-1	 



    	 		 



    

 


Schedule
“E”


 


PERMITTED
ENCUMBRANCES 


 




    	 	E-1	 



    	 		 



    

 


Schedule
“F”


 


Initial
program and Budget


 




    	 	F-1	 



    	 		 



    

 


Schedule
“G”


 


CUrrent
Indebtedness


 




    	 	G-1	 



    	 		 



    

 


Schedule
“H”


 


Intellectual
Property


 




    	 	H-1