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ROYALTY PURCHASE AGREEMENT



BETWEEN



Dorato Resources Inc.



- and -



Franco-Nevada Corporation







June 22, 2012

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TABLE OF CONTENTS

|    | **ARTICLE
      1** INTERPRETATION                                        | 2 
|--- | ------------------------------------------------------------------------- | --
|    |                                                                           |   
|1.1 | Definitions                                                               | 2 
|1.2 | Gender,
      Number and Other Terms                                      | 4 
|1.3 | Sections
      and Headings                                               | 4 
|1.4 | Statutes                                                                  | 4 
|1.5 | Contra
      Preferentum                                                  | 4 
|1.6 | Currency                                                                  | 4 
|1.7 | Applicable
      Law                                                      | 4 
|    |                                                                           |   
|    | **ARTICLE
      2** PURCHASE AND SALE                                     | 5 
|    |                                                                           |   
|2.1 | Purchase
      and Sale                                                   | 5 
|2.2 | Purchase
      Price                                                      | 5 
|    |                                                                           |   
|    | **ARTICLE
      3** REPRESENTATIONS AND WARRANTIES OF DORATO              | 5 
|    |                                                                           |   
|3.1 | General
      Representations and Warranties of Dorato                    | 5 
|3.2 | Representations
      and Warranties of Dorato as to the Mineral Property | 6 
|    |                                                                           |   
|    | **ARTICLE
      4** REPRESENTATIONS AND WARRANTIES OF FRANCO              | 7 
|    |                                                                           |   
|4.1 | Representations
      and Warranties of Franco                            | 7 
|    |                                                                           |   
|    | **ARTICLE
      5** COVENANTS                                             | 8 
|    |                                                                           |   
|5.1 | Operations
      by Dorato                                                | 8 
|5.2 | Mutual
      Covenants                                                    | 8 
|5.3 | Performance
      by Affiliates                                           | 9 
|    |                                                                           |   
|    | **ARTICLE
      6** CLOSING                                               | 10
|    |                                                                           |   
|6.1 | Date
      and Place of Closing                                           | 10
|6.2 | Franco's
      Closing Deliveries                                         | 11
|6.3 | Doratos
      Closing Deliveries                                         | 11
|6.4 | Concurrent
      Delivery                                                 | 11
|6.5 | Conditions
      of Closing                                               | 11
|6.6 | Termination
      of Royalty Option Agreement                             | 12
|    |                                                                           |   
|    | **ARTICLE
      7** RESPONSIBILITY FOR OBLIGATIONS AND
      LIABILITIES  | 12
|    |                                                                           |   
|7.1 | Mineral
      Property                                                    | 12
|7.2 | Payment
      of Taxes on Sale and Transfer                               | 12
|    |                                                                           |   
|    | **ARTICLE
      8** SURVIVAL OF REPRESENTATIONS AND
      INDEMNIFICATION | 12
|    |                                                                           |   
|8.1 | Survival                                                                  | 12
|8.2 | Indemnification
      by Dorato                                           | 13

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|8.3  | Indemnification by Franco           | 13
|---- | ----------------------------------- | --
|     |                                     |   
|     | **ARTICLE 9**
      MISCELLANEOUS   | 13
|     |                                     |   
|9.1  | Legal and Other Fees and Expenses   | 13
|9.2  | Notices                             | 13
|9.3  | Time of the Essence                 | 14
|9.4  | Brokers' Fees
      and Commissions | 14
|9.5  | Entire Agreement                    | 15
|9.6  | Confidentiality; Public Disclosure  | 15
|9.7  | Enurement and Assignment            | 15
|9.8  | Severability                        | 15
|9.9  | Further Assurances                  | 15
|9.10 | Waiver and
      Amendment          | 16
|9.11 | No Third Party Rights               | 16
|9.12 | Counterparts;
      Facsimiles      | 16

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THIS ROYALTY PURCHASE AGREEMENT is dated as of the 22nd
day of June, 2012, by and between Dorato Resources Inc., a corporation organized
under the laws of British Columbia, whose address for purposes hereof is Suite
2300  1177 West Hastings Street, Vancouver, British Columbia V6E 2K3 (Dorato)
and Franco-Nevada Corporation, a corporation organized under the laws of Canada,
whose address for purposes hereof is Exchange Tower, 130 King Street West, Suite
740, PO Box 467, Toronto, Ontario M5X 1E4 (Franco).

RECITALS

| | A. | Dorato entered into that certain Subscription Agreement
      dated August 18, 2008 with Franco under which Franco agreed to purchase
      and Dorato agreed to issue 1,500,000 shares of Dorato stock at a price and
      under terms and conditions provided therein;                                                                                                                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | B. | As additional consideration for Francos subscription,
      Dorato and Franco entered into that certain Royalty Option Agreement dated
      August 18, 2008, under which Dorato agreed to grant to Franco an option to
      purchase a net smelter return royalty upon the production from mineral
      properties on terms and conditions provided therein;                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | C. | Dorato and Franco entered into that certain Subscription
      Agreement dated March 30, 2009, in which Franco agreed to purchase and
      Dorato agreed to issue to Franco 2,000,000 Units, for C$0.50 per Unit,
      each Unit consisting of one common share and one-half of one common share
      purchase warrant on terms and conditions provided therein;                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | D. | As additional consideration for Francos subscription,
      Dorato and Franco entered into the First Amendment to Royalty Option
      Agreement dated March 30, 2009 which amended the Royalty Option Agreement
      dated August 18, 2008, to expand the size of the mineral properties to
      which Francos royalty would apply in the event Franco exercised its
      options thereunder, upon the terms therein;
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | E. | Dorato and Franco have entered into that certain
      Subscription Agreement dated May 22, 2012, in which Franco has agreed to
      purchase and Dorato has agreed to issue to Franco 1,666,667 common shares
      for C$0.09 per common share;                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | F. | Dorato and Franco have agreed to terminate the Royalty
      Option Agreement and the First Amendment to Royalty Agreement;
  and                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                            
| | G. | Dorato desires to sell to Franco and Franco desires to
      purchase from Dorato the Royalty upon the production of minerals from any
      and all of the Mineral Property of Dorato owned or controlled in Peru on
      the effective date hereof .                                                                                                                                                                    

AGREEMENT

NOW THEREFORE,for good and valuable consideration, the
receipt and sufficiency of which are hereby confessed and acknowledged, Dorato
and Franco agree as follows:

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ARTICLE 1INTERPRETATION

1.1Definitions

For the purposes of this Agreement, unless the context otherwise requires, the
following terms shall have the respective meanings set out below and grammatical
variations of such terms shall have corresponding meanings:

Affiliate with respect to a
person means another person which is controlled by, controls or is under common
control with the first mentioned person, and control for this purpose
means the ownership of or control or direction over, directly or indirectly,
more than 50% of the voting power attached to the outstanding voting securities
of the relevant person or of sufficient voting securities of such person that
the holder has the right to control the election or appointment of a majority of
the directors or persons acting in a substantially similar capacity (if
applicable) of such person;

Agreement means this
Agreement, including its recitals and Schedules, as amended and supplemented;

Business Day means any day
other than a Saturday, Sunday or any statutory or civic holiday in the Provinces
of Ontario and British Columbia, Canada;

Closing means the closing of
the Purchase and Sale of the Royalty (as hereinafter defined) in accordance with
Article 6 hereof;

Data means all files, ledgers
and correspondence, reports, texts, notes, engineering, environmental and
feasibility studies, data, specifications, memoranda, invoices, receipts,
accounts, accounting records and books, financial statements, financial working
papers and all other records and documents of any nature or kind whatsoever,
including, without limitation, those recorded, stored, maintained, operated,
held or otherwise wholly or partly dependent on discs, tapes and other means of
storage including, without limitation, any electronic, magnetic, mechanical,
photographic or optical process, whether computerized or not (and all software,
passwords and other information and means of or for access thereto);

Encumbrance means, whether or
not registered or registrable or recorded or recordable, and regardless of how
created or arising:

| | (a) | any mortgage, assignment of receivable, lien,
      encumbrance, adverse claim, charge, execution, title defect, exception,
      reservation, easement, encroachment, servitude, restriction on use, right
      of pre-emption, right of first refusal, privilege, security interest,
      hypothec or pledge, whether fixed or floating, against assets or property
      (whether real, personal, mixed, tangible or intangible), conditional sales
      contract, title retention agreement, and a subordination to any right or
      claim of others in respect thereof;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b) | a claim, interest or estate against or in assets or
      property (whether real, personal, mixed, tangible or intangible), granted
      to or reserved or taken by any Person;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                 
| | (c) | an option or other right to acquire, or to acquire any
      interest in, any assets or property (whether real, personal, mixed,
      tangible or intangible);                 
| |     |                                                                                                                                                                                 
| | (d) | any other encumbrance of whatsoever nature and kind
      against assets or property (whether real, personal, mixed, tangible or
      intangible); and                         
| |     |                                                                                                                                                                                 
| | (e) | any contract to create, or right capable of becoming, any
      of the foregoing;                                                                                               

Governmental Authority means
any federal, provincial, state, municipal, county or regional government or
governmental or regulatory authority, domestic or foreign, including any
political subdivision of any of the foregoing, any multi-national organization
or body comprised of one of the foregoing, any agency, department, commission,
board, bureau, court, tribunal or other authority thereof, or any
quasi-governmental or private body exercising any executive, legislative,
judicial, administrative, police, regulatory or taxing authority or power of any
nature;

Law means any law, statute,
regulation, by-law, order, ruling, decision, arbitration award, judgment,
decree, ordinance, treaty, proclamation, convention, rule or requirement of, and
the terms of any authorization issued by, any Governmental Authority;

Mineral Property means all of
the mineral rights, mineral claims, mining leases, permits and concessions and
other property interests owned or controlled by Dorato on the effective date
hereof that are located in Peru, including without limitation, those more
particularly described in Schedule A, including new or replacement claims,
leases, permits or concessions or other after-acquired rights or interests
covering all or part of the same land;

Party or 
Parties means one or more of the persons or entities who or which are a
party to this Agreement;

Person includes an individual,
corporation, body corporate, partnership, joint venture, association, trust or
unincorporated organization or any trustee, executor, administrator or other
legal representative thereof or heirs, successors and assigns of such persons as
the context may require;

Purchase Price has the meaning
given to it in Section 2.2;

Royalty means all of the
right, title and interest of Franco in that certain net smelter return royalty
more particularly described in the Royalty Agreement hereinafter defined below;

Royalty Agreement means the
Royalty Agreement to be entered into substantially conforming to that attached
hereto as Schedule B.

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1.2Gender,
Number and Other Terms

In
this Agreement, unless the context otherwise requires, words importing the
singular number only shall include the plural and vice versa, words
importing gender shall include all genders and words importing persons shall
include individuals, corporations, partnerships, associations, trusts,
unincorporated organizations, Governmental Authorities and other legal or
business entities of any kind whatsoever, or is not exclusive and the word
including means including without limitation and the word include means
include without limitation.

1.3Sections
and Headings

The
division of this Agreement into Articles and Sections and the insertion of
headings and a table of contents are for convenience of reference only and shall
not affect the interpretation of this Agreement. Unless otherwise indicated, any
reference in this Agreement to an Article, Section or other subdivision or to a
Schedule refers to the specified Article, Section or other subdivision of, or
Schedule to, this Agreement.

1.4Statutes

Unless
otherwise stated, any reference to a statute includes and is a reference to such
statute and to the regulations made pursuant to it, with all amendments thereto
and in force from time to time, and to any statute or regulations that may be
passed which supplement or supersede such statute or such regulations.

1.5Contra
Preferentum

The
Parties waive the application of any rule of law which otherwise would be
applicable in connection with the construction of this Agreement that ambiguous
or conflicting terms or provisions should be construed against the Party who (or
whose counsel) prepared the executed agreement or any earlier draft of the same.

1.6Currency

Except
where otherwise expressly provided, all monetary amounts in this Agreement are
stated and shall be paid in Canadian currency.

1.7Applicable Law

This
Agreement shall be construed, interpreted and enforced in accordance with, and
the respective rights and obligations of the Parties shall be governed by, the
laws of the Province of Ontario and the federal laws of Canada and Peru
applicable therein and all disputes and claims, whether for damages, specific
performance, injunction, declaration or otherwise, both at law and in equity,
arising out of, or in any way connected with, this Agreement will be referred to
the courts of the Province of Ontario.

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ARTICLE 2PURCHASE AND
SALE

2.1Purchase
and Sale

Dorato
hereby agrees to sell to Franco and Franco agrees to purchase from Dorato the
Royalty, stated as two percent (2%) of the net smelter returns from the
production from the Mineral Property for a Purchase Price as set forth in
Section 2.2 below. The closing of the purchase of sale of the Royalty shall be
in accordance with Article 6 below.

2.2Purchase
Price

The Purchase Price is C$350,000.

ARTICLE 3REPRESENTATIONS AND
WARRANTIES OF DORATO

3.1General
Representations and Warranties of Dorato

Dorato represents and warrants to Franco as follows and acknowledges that Franco
is relying on the following representations and warranties in connection with
the consummation of the transactions contemplated by this Agreement:

| | (a) | Status. Dorato is a duly incorporated and validly
      existing corporation under the laws of British Columbia, Canada, as
      amended or supplemented, is in good standing with respect to the filing of
      annual reports in the office of the Registrar, has never been struck from
      the register maintained by the Registrar or dissolved or liquidated, and
      has full power and capacity to sell the Royalty and to enter into, and
      perform all its obligations under, this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Due Authorization. The execution and delivery of
      this Agreement and all documents, instruments and agreements required to
      be executed and delivered by Dorato pursuant to this Agreement, and the
      consummation of the transactions contemplated by this Agreement, have been
      duly authorized by all necessary corporate action on the part of Dorato,
      and this Agreement has been duly executed and delivered by Dorato and
      constitutes a legal, valid and binding obligation of Dorato enforceable
      against Dorato in accordance with its terms, except as may be limited by
      bankruptcy, insolvency, liquidation, reorganization, reconstruction and
      other similar laws of general application affecting the enforceability of
      remedies and rights of creditors and except that equitable remedies such
      as specific performance and injunction are in the discretion of a
      court.

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| | (c) | Non-Contravention. Neither the execution and
      delivery of this Agreement nor the completion and performance of the
      transactions contemplated hereunder will result in a breach of or default
      under, or be contrary to, any of the provisions of the charter documents
      of Dorato or any indenture, contract, agreement or instrument to which
      Dorato is a party or by which Dorato is bound.                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | Enforceability. This Agreement has been, and each
      document, instrument and agreement to be delivered on Closing to which
      Dorato is a party will on Closing be, duly executed and delivered by
      Dorato and this Agreement constitutes, and each such closing document,
      instrument and agreement to which Dorato is a party will on Closing
      constitute, a legal, valid and binding obligation of Dorato enforceable
      against Dorato in accordance with its terms.

3.2Representations and Warranties of Dorato as to the Mineral
Property

Dorato
represents and warrants to Franco as follows as of the Closing and acknowledges
that Franco is relying on the following representations and warranties in
connection with the consummation of the transactions contemplated by this
Agreement:

| | (a) | No Encumbrances. The property rights comprising
      the Mineral Property are free and clear of all Encumbrances and such
      Royalty shall be transferred to Franco free and clear of all
      Encumbrances.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                  
| | (b) | No Adverse Implications. Neither the execution and
      delivery of this Agreement nor the completion and performance of the
      transactions contemplated by this Agreement will:                            
| |     |                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                            

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| | (c) | Adverse Proceedings. There are no current, pending
      or, to the best of Doratos knowledge, after due inquiry, threatened
      proceedings by or against Dorato or any Affiliate of Dorato relating to
      the Mineral Property. Dorato is not aware of any basis for any other
      proceeding which, if pursued, would have a significant likelihood of
      having a material adverse effect on any of the Mineral Property or the
      Royalty.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Approvals. There is no consent, approval,
      authorization, release, waiver or other action of, or any registration,
      declaration, filing or notice with or to, any Governmental Authority, or
      other person that is required for the execution or delivery by Dorato of
      this Agreement, or the completion or performance by Dorato of this
      Agreement.                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | No Adverse Knowledge. Except as disclosed in this
      Agreement, after due enquiry, Dorato has no information or knowledge of
      any fact relating to any of the Mineral Property, or the transactions
      contemplated by this Agreement which might reasonably be expected to have
      a material adverse effect on the Royalty.                                                                                                                  

ARTICLE 4REPRESENTATIONS AND
WARRANTIES OF FRANCO

4.1Representations and Warranties of Franco

Franco
represents and warrants to Dorato as follows and acknowledges that Dorato is
relying upon the following representations and warranties in connection with the
consummation of the transactions contemplated by this Agreement:

| | (a) | Status. Franco is a duly incorporated and validly
      existing corporation under the laws of Canada, as amended or supplemented,
      is in good standing, and has full power and capacity to acquire the
      Royalty and to enter into and perform all its obligations under this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Due Authorization. The execution and delivery of
      this Agreement and all documents, instruments and agreements required to
      be executed and delivered by Franco pursuant to this Agreement, and the
      consummation of the transactions contemplated by this Agreement, have been
      duly authorized by all necessary corporate action on the part of Franco,
      and this Agreement has been duly executed and delivered by Franco and
      constitutes a legal, valid and binding obligation of Franco enforceable
      against Franco in accordance with its terms, except as may be limited by
      bankruptcy, insolvency, liquidation, reorganization, reconstruction and
      other similar laws of general application affecting the enforceability of
      remedies and rights of creditors and except that equitable remedies such
      as specific performance and injunction are in the discretion of a
      court.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | Non-Contravention. Neither the execution and
      delivery of this Agreement nor the completion and performance of the
      transactions contemplated hereunder will result in a breach of or default
      under, or be contrary to, any of the provisions
of the articles or by-laws of Franco or any indenture,
      contract, agreement or instrument to which Franco is a party or by which
  Franco is bound.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| | (d) | Enforceability. This Agreement has been, and each
      document, instrument and agreement to be delivered on Closing to which
      Franco is a party will on Closing be, duly executed and delivered by
      Franco and this Agreement constitutes, and each such closing document,
      instrument and agreement to which Franco is a party will on Closing
      constitute, a legal, valid and binding obligation of Franco enforceable
      against Franco in accordance with its terms.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 5COVENANTS

|5.1 | Operations by Dorato                                                                     
|--- | -----------------------------------------------------------------------------------------
|    |                                                                                          
|    | Except as otherwise provided in this Agreement, Dorato
      shall, from the date hereof:
|    |                                                                                          
|    | (a)                                                                                      
|    |                                                                                          
|    | (b)                                                                                      
|    |                                                                                          
|    | (c)                                                                                      
|    |                                                                                          
|    | (d)                                                                                      

**5.2**      
**Mutual Covenants**

Except as otherwise provided in
this Agreement or as otherwise agreed upon in writing by the Parties, each Party
shall from the date of this Agreement up to the closing use all reasonable
efforts to ensure that the representations and warranties of such Party in this
Agreement are true and correct as of the closing and that the covenants and
conditions to be fulfilled by each such Party pursuant to this Agreement are
fulfilled on or prior to the closing, and shall promptly inform the other Party
of any state of facts that will or is reasonably likely to result in any
representation or warranty of such Party being untrue or incorrect or in any
covenant or condition being unfulfilled at closing.

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5.3Performance by Affiliates

To
the extent any action or thing, or any document, instrument or other agreement
to be executed or delivered, or any other payment, obligation or covenant to be
fulfilled, observed or performed by either Party pursuant to this Agreement or
any other document, instrument or agreement contemplated hereunder, required to
consummate the transactions contemplated hereunder would require an Affiliate of
such Party to do such action or thing, or execute and deliver such document,
instrument or other agreement, or fulfill, observe or perform such other
payment, obligation or covenant, each of the Parties covenants and agrees to
cause its Affiliate(s), as applicable, to do all such actions or things, execute
and deliver all such documents, instruments and other agreements and to fulfill,
observe and perform all such payments, obligations and covenants.

5.4Books; Records;
Inspections; Confidentiality

| | (a) | Books.Dorato shall keep true and accurate
      financial books and records of all of its operations and activities on the
      Mineral Property and under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | Access to Data Upon Request.Within thirty (30)
      days following the request of Franco, Dorato will make available to Franco
      Data pertaining to exploration and development activities and operations
      conducted upon or with respect to the Mineral Property, including copies
      of reserve and resource calculations, prefeasibility studies, feasibility
      studies and other geological and engineering reports and studies and
      planned programs with estimates of proposed expenditures upon the Mineral
      Property for the succeeding calendar year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | Inspections.Franco, or its authorized agents or
      representatives, on not less than two (2) days notice to Dorato, may enter
      upon all surface and subsurface portions of the Mineral Property for the
      purpose of inspecting the Mineral Property, all improvements thereto and
      operations thereon, as well as inspecting and copying all records and
      data, including without limitation such records and data which are
      maintained electronically, pertaining to all exploration and development
      activities and operations on or with respect to the Mineral Property,
      improvements thereto and operations thereon. Franco, or its authorized
      agents or representatives, shall enter the Mineral Property at Franco's
      own risk and expense and may not unreasonably hinder operations on or
      pertaining to the Mineral Property. Franco shall indemnify and hold Dorato
      harmless from any damage, claim or demand by reason of injury to Franco or
      Dorato or any of their respective employees, officers, directors, agents
      or representatives caused by Franco's exercise of its rights
  herein.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | Investor Tours; Use of Public
      Information.Upon reasonable notice to Dorato and not more
      frequently than semi-annually, Franco shall have the right to conduct
      investor tours on the Mineral Property and facilities associated
      therewith; provided that such tours shall not unreasonably interfere with
      Dorato's activities and operations. Such investors tours shall be at the
      sole risk of Franco and its invitees, and Franco shall indemnify and hold
      Dorato harmless from any liability, damage, claim or demand by reason of injury to Franco or
      Dorato or any of their respective invitees, employees, officers,
      directors, agents, or representatives caused by Franco's exercise of its
      rights under this Section. Franco shall have the right to use for its own
      purposes, including, without limitation, reproduction, publication in its
      annual report or other public filings or presentations made public by
      Franco, such images, data, and other information concerning the Mineral
  Property made available to the public by Dorato.                                              

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| | (e) | Confidentiality.Franco, its
      successors and assignors shall not, without the express written consent of
      Dorato, which consent shall not be unreasonably withheld, disclose any
      confidential or propriety data or information concerning the operations
      conducted on the Mineral Property obtained under this Agreement which is
      not already in the public domain; provided, however, Franco may disclose
      data or information obtained under this Agreement, including confidential
      or proprietary information, without the consent of Dorato: (i) if required
      for compliance with applicable laws, rules, regulations or orders of a
      Governmental Authority or stock exchange having jurisdiction over Franco
      or its parent or affiliated corporations; (ii) to any of Franco's
      consultants; (iii) to any third party to whom Franco, in good faith,
      anticipates selling or assigning Franco's interest hereunder; or (iv) to a
      prospective lender to whom an interest in the Royalty payments to be made
      to Franco hereunder is proposed to be granted as security, provided that
      Dorato shall first have been provided with a confidentiality agreement
      executed by such consultant, third party or lender, which agreement shall
      include the confidentiality provisions of this Section 5.6. Franco shall
      not issue any press releases pertaining to the Mineral Property except
      upon giving Dorato three (3) days advance written notice of the contents
      thereof, and Franco shall make any reasonable changes to such proposed
      press releases requested by Dorato. Franco shall not, without Dorato's
      consent, issue any press release that implies or infers that Dorato
      endorses or joins in Franco's statements or representations contained in
      any press release. Franco shall indemnify and hold Dorato harmless from
      any damage, claim or demand by reason of injury to Franco, Dorato or any
      third parties or any of their respective employees, officers, directors,
      agents or representatives caused, directly or indirectly, by disclosure of
      the confidential or proprietary information of Dorato by any employees,
      directors, officers, agents, representatives, consultants, third parties
      or lenders that Franco discloses confidential or proprietary information
      of Dorato to.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 6CLOSING

6.1Date and
Place of Closing

The
Closing of the transactions contemplated by this Agreement (the
Closing) shall occur on such date as may be mutually agreed upon by the
Parties but not later than thirty (30) days following the effective date hereof
(the Closing Date). The Closing shall take place in the offices of
Franco or at such other locations or times as may be agreed upon by the Parties.

---

- 11 -

|6.2 | Franco's Closing Deliveries                                        
|--- | -------------------------------------------------------------------
|    |                                                                    
|    | At the Closing, Franco shall deliver the following to
      Dorato:
|    |                                                                    
|    | (a)                                                                
|    |                                                                    
|    | (b)                                                                
|    |                                                                    
|    | (c)                                                                
|    |                                                                    
|6.3 | Doratos Closing Deliveries                                        
|    |                                                                    
|    | At the Closing Dorato shall deliver the following to
      Franco: 
|    |                                                                    
|    | (a)                                                                
|    |                                                                    
|    | (b)                                                                
|    |                                                                    
|    | (c)                                                                
|    |                                                                    
|6.4 | Concurrent Delivery                                                

It
shall be a condition of the Closing that all matters of payment and the
execution and delivery of documents by any Party to the other Party pursuant to
the terms of this Agreement shall be concurrent requirements and that nothing
will be complete at the Closing until everything required as a condition
precedent to the Closing has been paid, executed and delivered, as the case may
be.

|6.5 | Conditions of Closing
|--- | ---------------------
|    |                      
|    | (a)                  
|    |                      
|    | (b)                  

---

- 12 -

6.6Termination of Royalty Option Agreement

In
consideration of the execution and delivery of this Royalty Purchase Agreement,
the closing, and the execution and delivery of the Royalty Agreement by Franco
and Dorato, the Royalty Option Agreement dated August 18, 2008, as amended by
that First Amendment to Royalty Option Agreement dated March 30, 2009, shall be
deemed terminated.

ARTICLE 7RESPONSIBILITY FOR OBLIGATIONS
AND LIABILITIES

7.1Mineral
Property

Dorato
shall be responsible for the satisfaction, discharge, fulfillment, observance,
performance and payment of all liabilities whatsoever in respect of Mineral
Property, which are to be satisfied, discharged, fulfilled, observed, performed
or paid, from and after the date hereof, and Dorato shall indemnify and save
Franco harmless from and against any losses suffered or incurred by Franco by
reason of the failure of Dorato to perform or pay any of such liabilities
referred to in this Section 7.1 and for which Dorato is responsible under
applicable law and otherwise as provided in this Agreement.

7.2Payment
of Taxes on Sale and Transfer

Franco
shall be responsible for and shall pay when due any excise taxes (goods and
services taxes) and similar taxes (but not income taxes of Dorato) and any
registration fees payable in respect of the sale and transfer of the Royalty to
Franco.

ARTICLE 8SURVIVAL OF REPRESENTATIONS
AND INDEMNIFICATION

8.1Survival

The representations, warranties, covenants and obligations of:

| | (a) | Dorato in or under this Agreement and in or under any
      documents, instruments and agreements delivered pursuant to this
      Agreement; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                  
| | (b) | Franco in or under this Agreement and in or under any
      documents, instruments and agreements delivered pursuant to this
      Agreement,    

shall survive the Closing and shall continue in full force and
effect for a period of three years from the Closing Date.

---

- 13 -

8.2Indemnification by Dorato

Dorato
agrees to indemnify and save harmless Franco from and against all losses
suffered or incurred by Franco as a result of or arising directly or indirectly
out of or in connection with:

| | (a) | any material breach by Dorato or any material
      misrepresentation or inaccuracy of any representation or warranty of
      Dorato contained in this Agreement or in any document, instrument or
      agreement delivered pursuant hereto; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                   
| | (b) | any material breach or non-performance by Dorato of any
      covenant or obligation to be performed by Dorato which is contained in
      this Agreement or in any document, instrument or agreement delivered
      pursuant hereto.            

8.3Indemnification by Franco

Franco agrees to indemnify
and save harmless Dorato from and against all losses suffered or incurred by
Dorato as a result of or arising directly or indirectly out of or in connection
with:

| | (a) | any material breach by Franco or any material
      misrepresentation or inaccuracy of any representation or warranty of
      Franco contained in this Agreement or in any document, instrument or
      agreement delivered pursuant hereto; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                   
| | (b) | any material breach or non-performance by Franco of any
      covenant or obligation to be performed by Franco which is contained in
      this Agreement or in any document, instrument or agreement delivered
      pursuant hereto.            

ARTICLE 9MISCELLANEOUS

**9.1      Legal and Other
Fees and Expenses**

Unless
otherwise specifically provided herein, the Parties will pay their respective
legal, accounting and other professional fees and expenses incurred by each of
them in connection with the negotiation and settlement of this Agreement, the
completion of the Transaction and other matters pertaining hereto.

9.2Notices

(a)      Any notice, request,
demand or other communication required or permitted to be given by any Party to
another pursuant to this Agreement shall be in writing and shall be delivered in
person, transmitted by facsimile or similar means of recorded electronic
communication or sent by prepaid registered mail, addressed as follows:

---

- 14 -

| | (i)  | if to Franco:                                                                                                                   
| | ---- | --------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                 
| |      | Franco-Nevada Corporation Exchange Tower 130 King
      Street West Suite 740, PO Box 467 Toronto, Ontario M5X
  1E4            
| |      |                                                                                                                                 
| |      | Attention:      Chief Legal
      Officer Facsimile:      
    416-306-6330                                                     
| |      |                                                                                                                                 
| | (ii) | if to Dorato:                                                                                                                   
| |      |                                                                                                                                 
| |      | Dorato Resources Inc.                                                                                                           
| |      |                                                                                                                                 
| |      | Suite 2300  1177 West Hastings Street Vancouver,
      British Columbia  V6E 2K3                                               
| |      |                                                                                                                                 
| |      | Attention:      President
      and Chief Executive Officer Telephone:   
      604-638-5817 Facsimile:      
      604-408-7499

(b)      Any such notice or other
communication shall be deemed to have been given and received on the day on
which it was personally delivered or transmitted (or, if such day is not a
Business Day or if delivery or transmission is made on a Business Day after 5:00
p.m. at the place of receipt, then on the next following Business Day) or, if
mailed, on the third Business Day following the date of mailing; provided,
however, that if at the time of mailing or within three Business Days thereafter
there is or occurs a labour dispute or other event which might reasonably be
expected to disrupt the delivery of documents by mail, any notice or other
communication hereunder shall be delivered or transmitted by means of recorded
electronic communication as aforesaid.

Either Party may at any time
change its address for service from time to time by giving notice to the other
Party in accordance with this Section 9.2.

9.3Time of the
Essence

Time is of the essence of this
Agreement.

9.4Brokers' Fees
and Commissions

Each of the Parties acknowledges and agrees that it has not
engaged any broker, agent or other intermediary to act on its behalf on
connection with the transactions contemplated by this Agreement and that it is
not aware of any current or possible future claim for any brokerage, agency or
finder's fee or commission in connection with the transactions contemplated by
this Agreement and that if any such claim should arise through, or under, or by
virtue of any action taken by any Party, such Party shall indemnify and hold
harmless the others in respect thereof.

---

- 15 -

9.5Entire
Agreement

This Agreement constitutes the entire agreement between Franco
and Dorato pertaining to the subject matter hereof and supersedes all prior
agreements, undertakings, understandings, negotiations and discussions, whether
oral or written, of Franco and Dorato, and there are no representations,
warranties, conditions, covenants, obligations, agreements or other provisions,
express or implied, collateral, statutory or otherwise, between Franco and
Dorato except as set forth in this Agreement.

9.6   
 Confidentiality; Public Disclosure

(a)      Except as provided in Section
5.4 of this Agreement, this Agreement and the contents hereof, and any
instruments or agreements in implementation of this Agreement, shall be
maintained in confidence by the Parties and not be disclosed to any other person
(except as may be required by applicable Law or pursuant to any royalty
agreement and then only upon notice by the disclosing Party to the other Party)
without the prior written approval of the other Party, which shall not be
unreasonably withheld.

(b)      Except as provided in
Section 5.4 of this Agreement, the content of any public disclosure or press
release respecting this Agreement or the transactions contemplated hereby shall
be approved by both Parties hereto prior to the making of such public disclosure
or press release, which approval shall not be unreasonably withheld by the Party
not subject to such disclosure requirements, provided that this Section 9.6 is
subject always to all disclosure obligations of Franco and Dorato under
applicable securities laws.

9.7Enurement
and Assignment

This Agreement shall enure to the benefit of and shall be binding on
and enforceable by the Parties and, where the context so permits, their
respective successors and permitted assigns. Dorato may not assign its rights
under this Agreement in whole or in part except with the prior written consent
of Franco; and in full compliance with its covenants in Section 5.1(c) above.
Franco may freely assign, convey or transfer the Royalty and/or all or any part
of its rights, liabilities and obligations under this Agreement, to any
Affiliate or third party.

9.8Severability

Each of the provisions contained in this Agreement is distinct and
severable and a determination of illegality, invalidity or unenforceability of
any such provision or part hereof by a court of competent jurisdiction shall not
affect the validity or enforceability of any other provision hereof, unless as a
result of such determination this Agreement would fail in its essential
purposes.

**9.9**    
**Further Assurances**

Each Party to this Agreement covenants and agrees that, from time to time
subsequent to the date hereof, such Party will, at the request and expense of
the requesting Party, execute and deliver all such documents, instruments and
agreements, including all such conveyances, transfers, consents, assumption
documents and other assurances and do all such other acts and things as the other Party hereto, acting reasonably, may from
time to time request be executed or done in order to better evidence or secure,
record, perfect Francos and/or Doratos title and interest hereunder or to
effectuate any provision of this Agreement or of any agreement or other document
executed pursuant to this Agreement or any of the respective obligations
intended to be created hereby or thereby.

---

- 16 -

9.10Waiver and
Amendment

Except as expressly provided in this Agreement, no amendment or
waiver of any provision of this Agreement shall be binding on either Party
unless consented to by such Party in writing specifically referencing the
provision so amended or waived. No waiver of any provision, or any portion of
any provision, of this Agreement will constitute a waiver of any other part of
the provision or any other provision of this Agreement nor a continuing waiver
unless otherwise expressly provided.

9.11No Third Party
Rights

Nothing in this Agreement shall be construed as giving any
person other than the Parties to this Agreement any legal or equitable right,
remedy or claim under or in respect of this Agreement.

9.12Counterparts;
Facsimiles

This Agreement may be executed in separate counterparts and by facsimile or
email counterparts, each of which shall constitute an original and all of which,
taken together shall constitute one and the same instrument.

---



---



---

SCHEDULE A MINERAL PROPERTY

A-1

---

CODIGOU
    CONCESION
    TITULAR
    FECHA DENUNCIO
    **AREA_HA**
    D_ESTADO10023208
    MARAVILLA 19
    CARLOS ARMANDO
      BALLON BARRAZA
    15/01/2008
      0:00
    1000
    D.M. en trámite D.L. 70810023308
    MARAVILLA 20
    CARLOS ARMANDO BALLON BARRAZA
    15/01/2008 0:00
    500
    D.M. en trámite D.L. 70810023408
    MARAVILLA 21
    CARLOS ARMANDO
      BALLON BARRAZA
    15/01/2008
      0:00
    700
    D.M. en trámite D.L. 70810080907
    MARAVILLA 1
    CARLOS ARMANDO BALLON BARRAZA
    12/01/2007 0:00
    200
    D.M. en trámite D.L. 70810081007
    MARAVILLA 2
    CARLOS ARMANDO
      BALLON BARRAZA
    12/01/2007
      0:00
    1000
    D.M. en trámite D.L. 70810081107
    MARAVILLA 3
    CARLOS ARMANDO BALLON BARRAZA
    12/01/2007 0:00
    1000
    D.M. en trámite D.L. 70810081207
    MARAVILLA 4
    CARLOS ARMANDO
      BALLON BARRAZA
    12/01/2007
      0:00
    1000
    D.M. en trámite D.L. 70810081407
    MARAVILLA 6
    CARLOS ARMANDO BALLON BARRAZA
    12/01/2007 0:00
    1000
    D.M. Titulado D.L. 70810081507
    MARAVILLA 7
    CARLOS ARMANDO
      BALLON BARRAZA
    12/01/2007
      0:00
    800
    D.M. Titulado D.L. 70810081607
    MARAVILLA 8
    CARLOS ARMANDO BALLON BARRAZA
    12/01/2007 0:00
    700
    D.M. Titulado D.L. 70810081707
    MARAVILLA 9
    CARLOS ARMANDO
      BALLON BARRAZA
    12/01/2007
      0:00
    700
    D.M. Titulado D.L. 70810082007
    MARAVILLA 10
    CARLOS ARMANDO BALLON BARRAZA
    12/01/2007 0:00
    1000
    D.M. Titulado D.L. 70810088007
    MARAVILLA 12
    CARLOS ARMANDO
      BALLON BARRAZA
    17/01/2007
      0:00
    932
    D.M. en trámite D.L. 70810088107
    MARAVILLA 13
    CARLOS ARMANDO BALLON BARRAZA
    17/01/2007 0:00
    1000
    D.M. en trámite D.L. 70810088207
    MARAVILLA 14
    CARLOS ARMANDO
      BALLON BARRAZA
    17/01/2007
      0:00
    873
    D.M. en trámite D.L. 70810088307
    MARAVILLA 15
    CARLOS ARMANDO BALLON BARRAZA
    17/01/2007 0:00
    908
    D.M. en trámite D.L. 70810088407
    MARAVILLA 16
    CARLOS ARMANDO
      BALLON BARRAZA
    17/01/2007
      0:00
    95
    D.M. en trámite D.L. 70810088507
    MARAVILLA 17
    CARLOS ARMANDO BALLON BARRAZA
    17/01/2007 0:00
    1000
    D.M. en trámite D.L. 70810173707
    PAMINA
    NATALIA
      RODRIGUEZ CHANG
    08/03/2007
      0:00
    1000
    D.M. Titulado D.L. 70810257406
    LAHAINA 1
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    803
    D.M. en trámite D.L. 70810257506
    LAHAINA 2
    CARLOS ARMANDO
      BALLON BARRAZA
    12/06/2006
      0:00
    900
    D.M. en trámite D.L. 70810257606
    LAHAINA 3
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    900
    D.M. en trámite D.L. 70810257806
    LAHAINA 5
    CARLOS ARMANDO
      BALLON BARRAZA
    12/06/2006
      0:00
    800
    D.M. en trámite D.L. 70810257906
    LAHAINA 6
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    976
    D.M. en trámite D.L. 70810258006
    LAHAINA 7
    CARLOS ARMANDO
      BALLON BARRAZA
    12/06/2006
      0:00
    1000
    D.M. en trámite D.L. 70810258106
    LAHAINA 8
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    1000
    D.M. en trámite D.L. 70810258206
    LAHAINA 9
    CARLOS ARMANDO
      BALLON BARRAZA
    12/06/2006
      0:00
    1000
    D.M. en trámite D.L. 70810258306
    LAHAINA 10
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    1000
    D.M. en trámite D.L. 70810258406
    LAHAINA 11
    CARLOS ARMANDO
      BALLON BARRAZA
    12/06/2006
      0:00
    900
    D.M. en trámite D.L. 70810258506
    LAHAINA 12
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    800
    D.M. en trámite D.L. 70810258606
    LAHAINA 13
    CARLOS ARMANDO
      BALLON BARRAZA
    12/06/2006
      0:00
    883
    D.M. Titulado D.L. 70810258706
    LAHAINA 14
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    1000
    D.M. Titulado D.L. 70810258806
    LAHAINA 15
    CARLOS ARMANDO
      BALLON BARRAZA
    12/06/2006
      0:00
    1000
    D.M. Titulado D.L. 70810258906
    LAHAINA 16
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    1000
    D.M. Titulado D.L. 70810259006
    LAHAINA 17
    CARLOS ARMANDO
      BALLON BARRAZA
    12/06/2006
      0:00
    800
    D.M. en trámite D.L. 70810326408
    DAVID B1
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    1000
    D.M. Titulado D.L. 70810326508
    DAVID B2
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810326608
    DAVID B3
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    1000
    D.M. Titulado D.L. 70810326708
    DAVID B4
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810326808
    DAVID B6
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    534
    D.M. en trámite D.L. 70810326908
    DAVID B5
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810327008
    DAVID B7
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    1000
    D.M. Titulado D.L. 70810327108
    DAVID B8
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810327208
    DAVID B9
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    1000
    D.M. Titulado D.L. 70810327308
    DAVID B10
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810327408
    DAVID B11
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    1000
    D.M. Titulado D.L. 70810327508
    DAVID B12
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810327608
    DAVID B13
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    1000
    D.M. Titulado D.L. 70810327708
    DAVID B14
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810327808
    DAVID B15
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    556
    D.M. Titulado D.L. 70810327908
    DAVID B16
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    800
    D.M. Titulado D.L. 70810328008
    DAVID B17
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    1000
    D.M. Titulado D.L. 70810328108
    DAVID B18
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810328208
    DAVID B19
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    1000
    D.M. Titulado D.L. 70810328308
    DAVID B20
    CARLOS ARMANDO
      BALLON BARRAZA
    02/06/2008
      0:00
    1000
    D.M. Titulado D.L. 70810328408
    DAVID B21
    CARLOS ARMANDO BALLON BARRAZA
    02/06/2008 0:00
    700
    D.M. Titulado D.L. 70810406207
    MARAVILLA 18
    CARLOS ARMANDO
      BALLON BARRAZA
    01/08/2007
      0:00
    945
  D.M. Titulado D.L. 708


---

CODIGOU
    CONCESION
    TITULAR
    FECHA DENUNCIO
    **AREA_HA**
    D_ESTADO10454806
    VICMARAMA 11
    VICTOR MARIANO
      ALVARO MARTINEZ
    27/10/2006
      0:00
    900
    D.M. en trámite D.L. 70810454906
    VICMARAMA 10
    VICTOR MARIANO ALVARO MARTINEZ
    27/10/2006 0:00
    1000
    D.M. Titulado D.L. 70810455106
    VICMARAMA 13
    VICTOR MARIANO
      ALVARO MARTINEZ
    27/10/2006
      0:00
    809
    D.M. en trámite D.L. 70810455206
    VICMARAMA 4
    VICTOR MARIANO ALVARO MARTINEZ
    27/10/2006 0:00
    800
    D.M. Titulado D.L. 70810455406
    VICMARAMA 3
    VICTOR MARIANO
      ALVARO MARTINEZ
    27/10/2006
      0:00
    1000
    D.M. Titulado D.L. 70810455506
    VICMARAMA 6
    VICTOR MARIANO ALVARO MARTINEZ
    27/10/2006 0:00
    1000
    D.M. Titulado D.L. 70810455606
    VICMARAMA 16
    VICTOR MARIANO
      ALVARO MARTINEZ
    27/10/2006
      0:00
    967
    D.M. en trámite D.L. 70810455706
    VICMARAMA 5
    VICTOR MARIANO ALVARO MARTINEZ
    27/10/2006 0:00
    792
    D.M. Titulado D.L. 70810455806
    VICMARAMA 9
    VICTOR MARIANO
      ALVARO MARTINEZ
    27/10/2006
      0:00
    1000
    D.M. Titulado D.L. 70810455906
    VICMARAMA 2
    VICTOR MARIANO ALVARO MARTINEZ
    27/10/2006 0:00
    815
    D.M. Titulado D.L. 70810456006
    VICMARAMA 14
    VICTOR MARIANO
      ALVARO MARTINEZ
    27/10/2006
      0:00
    675
    D.M. en trámite D.L. 70810456106
    VICMARAMA 8
    VICTOR MARIANO ALVARO MARTINEZ
    27/10/2006 0:00
    1000
    D.M. Titulado D.L. 70810456206
    VICMARAMA 15
    VICTOR MARIANO
      ALVARO MARTINEZ
    27/10/2006
      0:00
    1000
    D.M. en trámite D.L. 70810456306
    VICMARAMA 1
    VICTOR MARIANO ALVARO MARTINEZ
    27/10/2006 0:00
    400
    D.M. Titulado D.L. 70810459106
    LAHAINA 18
    CARLOS ARMANDO
      BALLON BARRAZA
    27/10/2006
      0:00
    461
    D.M. en trámite D.L. 70810459206
    LAHAINA 19
    CARLOS ARMANDO BALLON BARRAZA
    27/10/2006 0:00
    922
    D.M. Titulado D.L. 70810459306
    LAHAINA 20
    CARLOS ARMANDO
      BALLON BARRAZA
    27/10/2006
      0:00
    1000
    D.M. Titulado D.L. 70810459406
    LAHAINA 21
    CARLOS ARMANDO BALLON BARRAZA
    27/10/2006 0:00
    200
    D.M. Titulado D.L. 70810459506
    LAHAINA 22
    CARLOS ARMANDO
      BALLON BARRAZA
    27/10/2006
      0:00
    957
    D.M. Titulado D.L. 70810459606
    LAHAINA 23
    CARLOS ARMANDO BALLON BARRAZA
    27/10/2006 0:00
    800
    D.M. Titulado D.L. 70810459706
    LAHAINA 24
    CARLOS ARMANDO
      BALLON BARRAZA
    27/10/2006
      0:00
    948
    D.M. Titulado D.L. 70810459806
    LAHAINA 25
    CARLOS ARMANDO BALLON BARRAZA
    27/10/2006 0:00
    973
    D.M. Titulado D.L. 70810459906
    LAHAINA 26
    CARLOS ARMANDO
      BALLON BARRAZA
    27/10/2006
      0:00
    1000
    D.M. Titulado D.L. 70810460006
    LAHAINA 28
    CARLOS ARMANDO BALLON BARRAZA
    27/10/2006 0:00
    951
    D.M. Titulado D.L. 70810460106
    LAHAINA 27
    CARLOS ARMANDO
      BALLON BARRAZA
    27/10/2006
      0:00
    1000
    D.M. Titulado D.L. 70810460206
    VICMARAMA 17
    VICTOR MARIANO ALVARO MARTINEZ
    27/10/2006 0:00
    900
    D.M. en trámite D.L. 70810023508
    MARAVILLA 22
    CARLOS ARMANDO
      BALLON BARRAZA
    15/01/2008
      0:00
    220
    D.M. en Trámite D.L10257706
    LAHAINA 4
    CARLOS ARMANDO BALLON BARRAZA
    12/06/2006 0:00
    689
    D.M. en Trámite D.L10656208
    RIO AYAMBIS 1
    JORGE ARTURO
      BEDOYA TORRICO
    19/11/2008
      0:00
    1000
    D.M. en trámite D.L. 70810656308
    RIO AYAMBIS 2
    JORGE ARTURO BEDOYA TORRICO
    19/11/2008 0:00
    500
    D.M. en trámite D.L. 70810656408
    RIO AYAMBIS 3
    JORGE ARTURO
      BEDOYA TORRICO
    19/11/2008
      0:00
    500
    D.M. en trámite D.L. 70810656508
    RIO AYAMBIS 4
    JORGE ARTURO BEDOYA TORRICO
    19/11/2008 0:00
    800
    D.M. en trámite D.L. 70810656608
    RIO AYAMBIS 5
    JORGE ARTURO
      BEDOYA TORRICO
    19/11/2008
      0:00
    327
    D.M. en trámite D.L. 70810655108
    ALTO CANGAZA 9
    JORGE ARTURO BEDOYA TORRICO
    19/11/2008 0:00
    100
    D.M. en trámite D.L. 70810655208
    ALTO CANGAZA 11
    JORGE ARTURO
      BEDOYA TORRICO
    19/11/2008
      0:00
    1000
    D.M. en trámite D.L. 70810655308
    ALTO CANGAZA 12
    JORGE ARTURO BEDOYA TORRICO
    19/11/2008 0:00
    900
    D.M. en trámite D.L. 70810655408
    ALTO CANGAZA 10
    JORGE ARTURO
      BEDOYA TORRICO
    19/11/2008
      0:00
    900
    D.M. en trámite D.L. 70810655508
    ALTO CANGAZA 13
    JORGE ARTURO BEDOYA TORRICO
    19/11/2008 0:00
    600
    D.M. en trámite D.L. 70810655608
    ALTO CANGAZA 14
    JORGE ARTURO
      BEDOYA TORRICO
    19/11/2008
      0:00
    400
    D.M. en trámite D.L. 70810655708
    ALTO CANGAZA 15
    JORGE ARTURO BEDOYA TORRICO
    19/11/2008 0:00
    400
    D.M. en trámite D.L. 70810655908
    RIO NARAIME 1
    JORGE ARTURO
      BEDOYA TORRICO
    19/11/2008
      0:00
    400
    D.M. en trámite D.L. 70810656008
    RIO CANGAZA 1
    JORGE ARTURO BEDOYA TORRICO
    19/11/2008 0:00
    500
    D.M. en trámite D.L. 70810656108
    RIO CANGAZA 2
    JORGE ARTURO
      BEDOYA TORRICO
    19/11/2008
      0:00
    900
    D.M. en trámite D.L. 70810006909
    RIO AYAMBIS 6A
    JORGE ARTURO BEDOYA TORRICO
    19/11/2008 0:00
    900
    D.M. en trámite D.L. 70810094212
    GRAYSTONE 3
    GRUPO MINERAL
      INCA S.A.C
    15/02/2012
      0:00
    700
    D.M. en trámite D.L. 70810645407
    EESM 9
    ENRIQUE EDMUNDO SANCHEZ
      MCCLINTON
    11/12/2007 0:00
    997
    D.M. Titulado D.L. 70810645507
    EESM 10
    ENRIQUE EDMUNDO
      SANCHEZ MCCLINTON
    11/12/2007
      0:00
    874
    D.M. Titulado D.L. 70810645607
    EESM 11
    ENRIQUE EDMUNDO SANCHEZ
      MCCLINTON
    11/12/2007 0:00
    1000
    D.M. Titulado D.L. 70810645707
    EESM 12
    ENRIQUE EDMUNDO
      SANCHEZ MCCLINTON
    11/12/2007
      0:00
    1000
    D.M. Titulado D.L. 70810645807
    EESM 13
    ENRIQUE EDMUNDO SANCHEZ
      MCCLINTON
    11/12/2007 0:00
    1000
    D.M. Titulado D.L. 70810645907
    EESM 14
    ENRIQUE EDMUNDO
      SANCHEZ MCCLINTON
    11/12/2007
      0:00
    926
    D.M. en Trámite D.L. 70810646007
    EEMS 15
    ENRIQUE EDMUNDO SANCHEZ
      MCCLINTON
    11/12/2007 0:00
    1000
    D.M. Titulado D.L. 70810646107
    EESM 16
    ENRIQUE EDMUNDO
      SANCHEZ MCCLINTON
    11/12/2007
      0:00
    960
    D.M. Titulado D.L. 70810646207
    EESM 17
    ENRIQUE EDMUNDO SANCHEZ
      MCCLINTON
    11/12/2007 0:00
    769
    D.M. en Trámite D.L. 70810646307
    EESM 18
    ENRIQUE EDMUNDO
      SANCHEZ MCCLINTON
    11/12/2007
      0:00
    823
    D.M. en Trámite D.L. 70810000508
    EESM 21
    ENRIQUE EDMUNDO SANCHEZ
      MCCLINTON
    02/01/2008 0:00
    255
    D.M. en Trámite D.L. 70810330608
    EESM 29
    ENRIQUE EDMUNDO
      SANCHEZ MCCLINTON
    03/06/2008
      0:00
    1000
  D.M. en Trámite D.L. 708


---

CODIGOU
    CONCESION
    TITULAR
    FECHA DENUNCIO
    AREA_HA
    D_ESTADO10330708
    EESM 30
    ENRIQUE EDMUNDO SANCHEZ
      MCCLINTON
    03/06/2008
      0:00
    1000
    D.M. en Trámite D.L. 70810330808
    EESM 31
    ENRIQUE EDMUNDO SANCHEZ MCCLINTON
    03/06/2008 0:00
    700
    D.M. en Trámite D.L. 70810364208
    EESM 38
    ENRIQUE EDMUNDO SANCHEZ
      MCCLINTON
    24/06/2008
      0:00
    600
    D.M. en Trámite D.L. 70810364308
    EESM 37
    ENRIQUE EDMUNDO SANCHEZ MCCLINTON
    24/06/2008 0:00
    1000
    D.M. en Trámite D.L. 70803001507X01
    LA LUMINOSA
    S.M.R.L. LA LUMINOSA DE
      CAJAMARCA
    08/07/1970
      0:00
    391
  CONC NO EMP D.L. 109


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SCHEDULE B ROYALTY AGREEMENT

THIS
AGREEMENT is made effective the _______day of ____________, 2012, by Dorato
Resources Inc., herein referred to as Operator, and Franco-Nevada Corporation,
herein referred to as Franco. Operator, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, has granted,
bargained, sold, remised, released, and forever assigned, and by these presents
does grant, bargain, sell, remise, release and forever assign, unto the Franco
that certain production royalty together with the rights and interests, subject
to the obligations set forth below.

1.           Meaning of
Terms.

(a)           Beneficiated
Precious Metals means doré or concentrates produced from Precious Metals by
Operators final mill or other final processing plant, but specifically excludes
(i) raw or crushed ore containing Precious Metals or (ii) other preliminarily
processed Precious Metals;

(b)           Environmental
Obligations means the obligations and covenants of Operator, from and after the
date this Agreement takes effect, not to undertake, cause, suffer, or permit any
condition or activity at, on or in the vicinity of the Property which
constitutes a nuisance or which results in a violation of or liability under any
environmental Laws;

(c)           Franco
includes all of Franco and all of Francos successors-in-interest, including
inter alia assignees, partners, joint venture partners, lessees and, when
applicable, mortgagees and Francos subsidiary, parent, sister or affiliated
companies;

(d)           Hedging
Transactions means any and all activities by which the Operator sells or
disposes of Minerals by engaging in any commodity futures trading, option
trading, metals trading, or sales or dispositions of Minerals for other than
spot prices, or any combination thereof, and any other hedging transactions;

(e)           Laws means all
applicable present or future federal, canton, provincial, and local laws,
statutes, rules, regulations, permits, ordinances, certificates, licenses and
other regulatory requirements, policies and guidelines of the Province of
Ontario, Canada or Peru relating to Operator's operations and activities on or
with respect to the Property;

(f)           Minerals means
all minerals of every nature and kind, including without limitation metals,
precious metals, gems, industrial minerals, commercially valuable rock,
aggregate, clays, and diatomaceous earth, hydrocarbons, oil, gas, and other
materials which are mined, excavated, extracted, recovered in soluble solution
or otherwise recovered or produced from the Concessions;

(g)           Monthly
Production means (i) in the case of Precious Metals, the gross number of troy
ounces of Precious Metals contained in the production from the Property which
were delivered to the Payor during the preceding calendar month; and (ii) in the
case of Other Minerals, the gross amount of the particular Other Mineral
contained in the production from the Property which were delivered to the Payor
during the preceding calendar month;

B-1

---

(h) Net Smelter Returns has the meaning
ascribed to that term in Sections 4.1 and 4.2;

(i) Operator includes all of
  Operators successors-in-interest, including inter alia the operator of the
  Property, assignees, partners, joint venture partners, lessees and, when
  applicable, mortgagees and Operators subsidiary, parent, sister or affiliated
  companies;

(j) Other Minerals means all Minerals other than Precious Metals
  and Beneficiated Precious Metals;

(k) Party or Parties means one or more of
  the persons or entities who or which are a party to this Agreement;

(l) Payor
  means the smelter, refiner, processor, purchaser or other recipient of such
  production, or an insurer as a result of casualty to such production to whom the
  Monthly Production is delivered;

(m) Precious Metals means gold, silver and
  platinum group metals contained in the Minerals, and includes Beneficiated
  Precious Metals;

(n) Property means all of the right, title and interest in
  and to the lands, leases and concessions and all other real property rights
  described in Exhibit A attached hereto and incorporated herein by this
  reference;

(o) Royalty means the Royalty described in Section 4 of this
  Agreement, together will all other rights of the Franco as set forth elsewhere
  in this Agreement.

2.          
  Term. The term of this Agreement shall be perpetual, it being the intent
of the Parties hereto that, to the extent allowed by law, the Royalty
constitutes an interest in the land affecting the Property and all successions
thereof whether created privately or through governmental action.

3.           Property
Subject to Royalty. The Property subject to this Agreement includes without
limitation, all of the mineral rights, mineral claims, mining leases, permits
and concessions and other property interests owned or controlled by the Operator
in Peru, on the effective date hereof, more particularly described in Exhibit A
attached hereto and incorporated herein by this reference, including new or
replacement claims, leases, permits, or concessions or other after acquired
rights or interests covering all or part of the same land.

4.           Royalty.
Operator shall pay to Franco a perpetual Royalty in the amount two percent (2%)
of Net Smelter Returns from the sale or other disposition of Minerals produced
from the Property, determined in accordance with the provisions set forth in
this Section and, if applicable, Section 8.

B-2

---

4.1.           For Precious
Metals. Net Smelter Returns, in the case of Precious Metals, shall be
determined by multiplying (i) the Monthly Production by (ii) for gold, the
average of the London Bullion Market, Afternoon Fix, spot prices for the
calendar month of the Monthly Production; for all other Precious Metals, the
average of the New York Commodities Exchange final daily spot prices for the
calendar month of the Monthly Production, and subtracting from the product of
(i) and (ii) only the following if actually incurred and paid by Operator:

| | (a) | charges imposed by the Payor for refining bullion from
      Beneficiated Precious Metals contained in such production;                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | penalty substance, assaying, and sampling charges imposed
      by the Payor for refining Beneficiated Precious Metals contained in such
      production;                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | the net amount of mining and severance taxes assessed
      directly on the production of Precious Metals, but excluding without
      limitation all such taxes paid directly by Franco and any and all taxes
      based upon either (i) the net or gross income of the Operator or (ii) the
      value of the Property, the privilege of doing business, and other
      similarly based taxes;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | all reasonable transportation costs to a smelter, mint or
      refinery including, without restricting the generality of the foregoing,
      any and all costs of insurance in respect thereto; and                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) | costs and expenses of marketing, if
any.                                                                                                                                                                                                                                                                                                                                                           

In the event the refining of bullion from the Beneficiated
Precious Metals contained in such production is carried out in custom toll
facilities owned or controlled, in whole or in part, by Operator, which
facilities were not constructed for the purpose of refining Precious Metals or
Other Minerals, then charges, costs and penalties for such refining shall mean
the amount Operator would have incurred if such refining were carried out at
facilities not owned or controlled by Operator then offering comparable services
for comparable products on prevailing terms, but in no event greater than actual
costs incurred by Operator with respect to such refining.

In the event Operator receives insurance proceeds for loss of
production, Operator shall pay to Franco the Royalty percentage of the gross
amount of any such insurance proceeds which are received by Operator for such
loss of production.

4.2.           For Other
Minerals. Net Smelter Returns, in the case of Other Minerals, shall be
determined by multiplying (i) the Monthly Production by (ii) the average of the
New York Commodities Exchange final daily spot prices for the preceding calendar
month of the appropriate Other Mineral, and subtracting from the product of (i)
and (ii) only the following if actually incurred:

| | (a) | charges imposed by the Payor for smelting, refining or
      processing Other Minerals contained in the Monthly Production, but
      excluding any and all charges and costs related to Operators mills or
      other final processing plants constructed for the purpose of milling or
      processing Other Minerals, in whole or in part;
and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B-3

---

| | (b) | penalty substance, assaying, and sampling charges imposed
      by the Payor for smelting, refining, or processing Other Minerals
      contained in the Monthly Production, but excluding any and all charges and
      costs of or related to Operators mills or other final processing plants
      constructed for the purpose of milling or processing Other Minerals, in
      whole or in part;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | the net amount of mining and severance taxes assessed
      directly on the production of Other Minerals, but excluding without
      limitation all such taxes paid directly by Franco and any and all taxes
      based upon (i) the net or gross income of the Operator and (ii) the value
      of the Property or the privilege of doing business, and other similarly
      based taxes;         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | all reasonable transportation costs to a smelter, mint or
      refinery including, without restricting the generality of the foregoing,
      any and all costs of insurance in respect thereto; and                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | costs and expenses of marketing, if
any.                                                                                                                                                                                                                                                                                                                                                               

In the event smelting, refining, or processing of Other
Minerals are carried out in custom toll facilities owned or controlled, in whole
or in part, by Operator, which facilities were not constructed for the purpose
of milling or processing Precious Metals or Other Minerals, then charges, costs
and penalties for such smelting, refining or processing shall mean the amount
Operator would have incurred if such smelting, refining or processing were
carried out at facilities not owned or controlled by Operator then offering
comparable services for comparable products on prevailing terms, but in no event
greater than actual costs incurred by Operator with respect to such smelting and
refining.

In the event Operator receives insurance proceeds for loss of
production, Operator shall pay to Franco the Royalty percentage of any such
insurance proceeds which are received by Operator for such loss of production.

4.3.           Unavailable
Spot Prices. If the applicable spot prices in Section 4.1 and 4.2 are no
longer available from the London Bullion Market or New York Commodities
Exchange, as applicable, the Parties shall select a comparable commodity
quotation for purposes of calculating the Net Smelter Returns. If such selection
has not been completed prior to the end of the calendar month following the
month in which the applicable spot prices are no longer available, the average
spot price for the calendar month in which the spot price becomes no longer
available shall be used on an interim basis pending such selection.

4.4.           Time and
Manner; In-Kind or Cash Payment. At the time of making payment to or
otherwise crediting the account of Operator for production from the Property
pursuant to Sections 4.1 or 4.2 (but within the time provided in Section 4.5),
the Payor shall contemporaneously pay the Royalty in accordance with written
instructions given to the Payor by Franco as provided in Sections 4.4.1 and
4.4.2. Once the Payor has received instructions from Franco, such instructions
shall remain in effect until the Payor has received different instructions from
Franco. All contractual or other arrangements entered into by Operator with the
Payor shall contain provisions implementing the terms and conditions of payment
set forth in Sections 4.4 and 4.5 hereof and Operator shall procure the
written undertaking of Payor contractually binding Payor to perform in
accordance with Sections 4.4 and 4.5 in form and substance enforceable by
Franco. Operator acknowledges its primary obligation to pay the Royalty and that
no undertaking by the Payor shall relieve Operator of that obligation, and
Operator agrees to indemnify, protect and defend Franco from and against any
loss, cost (including attorneys fees incurred) or liability arising from the
performance or failure of performance by Payor hereunder or under any
contractual or other arrangements entered into by Operator with the Payor
pursuant to or for the purposes of complying with Sections 4.4 and 4.5 hereof.
Franco may, from time to time in its discretion, change the bank or account
number for payment under to Sections 4.4.1 and 4.4.2 by giving written notice
thereof to Operator and the Payor; such notice shall be effective upon actual
receipt by the Payor, or upon the fourth day after deposit of such notice in the
mail, first class postage prepaid, addressed to the Payor, whichever occurs
first. All costs charged by the Payor as a result of complying with the payment
provisions of Sections 4.4 and 4.5 shall be paid by Franco, and Operator shall
have no liability or responsibility therefor.

B-4

---

4.4.1.   Precious Metals. The Payor shall pay the Royalty for
each shipment of Precious Metals either (a) in the form of gold bullion (.995+
fine gold) directly to Franco's account maintained with the Payor as directed by
Franco, or (b) by delivery of a cheque or draft payable to Franco's account with
a bank to be designated in writing by Franco. In the event Franco instructs the
Payor to deliver the Royalty in the form of gold bullion, the Royalty payable on
silver or platinum group metals shall be converted to the gold equivalent of
such silver or platinum group metals by using the average monthly spot prices
for Precious Metals described in Section 4.1.

4.4.2.   Other Minerals. The Payor shall pay the Royalty for
each shipment of Other Minerals by delivery of a cheque or draft payable to
Franco's account with a bank to be designated in writing by Franco.

4.5.           Payment
Accounting; Interim Settlements; Late Charges. All credits or payments of
the Royalty shall be accompanied by a detailed statement explaining the manner
in which the payment was calculated together with any available settlement
sheets from the Payor. In no event shall payment of the Royalty be made later
than thirty (30) days after the delivery to the Payor, or use by Operator, of
the Precious Metals, Beneficiated Precious Metals, or Other Minerals. Such
payments and statements shall be deemed conclusively correct unless Franco
objects to them in writing within eighteen (18) months after receipt thereof. On
those occasions when all necessary information is not available to the Payor
within the thirty (30) day period, the Payor shall make an interim settlement of
the Royalty for such shipment or use within the thirty (30) day period; such
interim settlement shall provide for payment of not less than ninety percent
(90%) of the anticipated final settlement Royalty as determined by the assays
and quantities of the Precious Metals or Other Minerals received by the Payor
with respect to which such interim settlement is being made. Final settlement of
the Royalty shall be promptly made upon receipt by the Payor of all information
necessary or appropriate to make final settlement for such shipment. In the
event payment of any Royalty is not made within the time set forth above, Franco
may give the Operator notice in writing of such default, and unless within five
(5) days of receipt of such notice Franco shall have received such Royalty
payment, then Operator shall pay an additional sum equal to ten percent (10%) of
the delinquent payment (late charge) plus interest on the delinquent payment and the late charge at the
rate twelve percent (12%) per annum which shall accrue from the day the
delinquent payment was due to the date of payment of the Royalty, late charge
and accrued interest.

B-5

---

4.6.           Hedging
Transactions: Futures, Options and Other Trading. All profits and losses
resulting from Operator engaging in any commodity futures trading, option
trading, or metals trading, or any combination thereof, and any other hedging
transactions (collectively hedging transactions) are specifically excluded
from Royalty calculations pursuant to this Agreement. All hedging transactions
by Operator and all profits or losses associated therewith, if any, shall be
solely for Operator's account. The Royalty payable on Precious Metals or Other
Minerals subject to hedging transactions shall be determined as follows:

4.6.1.    Affecting Precious Metals. The amount of Royalty
to be paid on all Precious Metals subject to hedging transactions by Operator
shall be determined in the same manner as provided in Section 4.1, with the
understanding that the average monthly spot price shall be for the calendar
month during which Precious Metals subject to hedging transactions are delivered
to or credited to the account or benefit of Operator, whichever first occurs, by
the Payor.

4.6.2.    Affecting Other Minerals. The amount of Royalty
to be paid on all Other Minerals subject to hedging transactions by Operator
shall be determined in the same manner as provided in Section 4.2, with the
understanding that the average monthly spot price shall be for the calendar
month during which Other Minerals subject to hedging transactions are delivered
to or credited to the account or benefit of Operator, whichever first occurs, by
the Payor.

4.7.          
Commingling. Before any Precious Metals or Other Minerals produced from
the Property are commingled with minerals from other properties, the Precious
Metals or Other Minerals produced from the Property shall be measured and
sampled in accordance with sound mining and metallurgical practices for
moisture, metal, commercial minerals and other appropriate content.
Representative samples of the Precious Metals or Other Minerals shall be
retained by Operator and assays (including moisture and penalty substances) and
other appropriate analyses of these samples shall be made before commingling to
determine metal, commercial minerals, and other appropriate content. Detailed
records shall be kept by Operator showing measures, moisture, assays of metal,
commercial minerals, and other appropriate content and penalty substances, and
gross metal content of the Precious Metals or gross metal or mineral content of
Other Minerals. From this information, Operator shall determine the amount of
Royalty due and payable to Franco from Precious Metals or Other Minerals
produced from the Property commingled with minerals from other properties.
Following the expiration of the period for objection described above in Section
4.5, and absent timely objection, if any, made by Franco, Operator may dispose
of the materials and data required to be kept and produced by this Section 4.7.

5.           Books;
Records; Inspections; Confidentiality.

5.1.           Books.
Operator shall keep true and accurate books and records of all of its operations
and activities on the Property and under this Agreement. Such books and records shall be kept on the accrual basis in accordance with generally
accepted accounting principles consistently applied. Not more frequently than
annually and within the time provided in Section 4.5 of this Agreement, Franco
may, at Franco's sole expense, give notice to Operator that Franco desires to
perform an audit or other examination of all of Operator's books and records
kept as required by this Agreement. All financial information shall conclusively
be deemed correct for purposes of this Agreement unless Franco has given timely
notice that it desires to audit or examine Operator's books and records in the
manner and within the time provided in Section 4.5 of this Agreement. Franco
shall promptly commence any such audits and shall diligently prosecute the same
to conclusion.

B-6

---

5.2.           Reports.
Not later than March 1 following the end of each calendar year, Operator shall
provide Franco with an annual report of all activities and operations conducted
upon or with respect to the Property during the preceding calendar year. Such
annual report shall include estimates of proposed expenditures upon, anticipated
production from, and estimated remaining ore reserves on the Property for the
succeeding calendar year. Additionally and within 30 days of the end of each
calendar quarter, Operator shall provide Franco access to all data and
information generated with respect to the Property during the calendar quarter
just ended.

5.3.          
Inspections. Franco, or its authorized agents or representatives, on not
less than two (2) days notice to Operator, may enter upon all surface and
subsurface portions of the Property for the purpose of inspecting the Property,
all improvements thereto and operations thereon, as well as inspecting and
copying all records and data, including without limitation such records and data
which are maintained electronically, pertaining to all activities and operations
on or with respect to the Property, improvements thereto and operations thereon.
Franco, or its authorized agents or representatives, shall enter the Property at
Franco's own risk and expense and may not unreasonably hinder operations on or
pertaining to the Property. Franco shall indemnify and hold Operator harmless
from any damage, claim or demand by reason of injury to Franco or Operator or
any of their respective employees, officers, directors, agents or
representatives caused by Franco's exercise of its rights herein.

5.4.           Investor
Tours; Use of Public Information. Upon reasonable notice to Operator and not
more frequently than semi-annually, Franco shall have the right to conduct an
investors tour on the Property and facilities associated therewith; provided
that such tours shall not unreasonably interfere with Operator's activities and
operations. Such investors tours shall be at the sole risk of Franco and its
invitees, and Franco shall indemnify and hold Operator harmless from any
liability, damage, claim or demand by reason of injury to Franco or Operator or
any of their respective invitees, employees, officers, directors, agents, or
representatives caused by Franco's exercise of its rights under this Section.
Franco shall have the right to inspect and copy all data. Franco shall have the
right to use for its own purposes, including without limitation, reproduction,
publication in its annual report or other public filings, or presentations made
public by Franco, such images, data and other information concerning the
Property made available to the public by Operator.

5.5.          
Confidentiality. Franco shall not, without the express written consent of
Operator, which consent shall not be unreasonably withheld, disclose any data or
information concerning the Operations conducted on the Property or obtained
under the Agreement or this Agreement which is not already in the public domain; provided,
however, Franco may disclose data or information obtained under this Agreement
without the consent of Operator: (i) if required for compliance with applicable
laws, rules, regulations or orders of a Governmental Authority or stock exchange
having jurisdiction over Franco or its parent or affiliated corporations; (ii)
to any of Franco's consultants; (iii) to any third party to whom Franco, in good
faith, anticipates selling or assigning Franco's interest hereunder; or (iv) to
a prospective lender to whom an interest in the Royalty payments to be made to
Franco hereunder is proposed to be granted as security, provided that Operator
shall first have been provided with a confidentiality agreement executed by such
consultant, third party or lender, which agreement shall include the
confidentiality provisions of this Section 5.6. Franco shall not issue any press
releases pertaining to the Property except upon giving Operator three (3) days
advance written notice of the contents thereof, and Franco shall make any
reasonable changes to such proposed press releases requested by Operator. Franco
shall not, without Operator's consent, issue any press release that implies or
infers that Operator endorses or joins in Franco's statements or representations
contained in any press release. Franco shall indemnify and hold Operator
harmless from any damage, claim or demand by reason of injury to Franco,
Operator or any third parties or any of their respective employees, officers,
directors, agents or representatives caused, directly or indirectly, by
disclosure of the confidential or proprietary information of Operator by any
employees, directors, officers, agents, representatives, consultants, third
parties or lenders that Franco discloses confidential or proprietary information
of Operator to.

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6.           Compliance
with Laws; Reclamation, Environmental Obligations, and Indemnities.

6.1.           Compliance
with Laws. Operator shall at all times comply with all applicable laws,
statutes, rules, regulations, permits, ordinances, certificates, licenses and
other regulatory requirements, policies and guidelines relating to operations
and activities on or with respect to the Property.

6.2.           Reclamation,
Environmental Obligations, and Indemnities. Operator shall, from and after
the date this Agreement takes effect, timely and fully perform all reclamation
required by all governmental authorities pertaining or related to Operator's
operations or activities on or with respect to the Property or required under
this Agreement. Operator, from and after the date this Agreement takes effect,
covenants and agrees not to undertake, cause, suffer, or permit any condition or
activity at, on or in the vicinity of the Property which results in a violation
of or liability under any applicable environmental laws, statutes, rules,
regulations, permits, ordinances, certificates, licenses and other regulatory
requirements, policies and guidelines (collectively Environmental
Obligations). From and after the date this Agreement takes effect, and in the
event Operator fails to comply with any Environmental Obligations, undertakes
any activity giving rise to liability under any Environmental Obligations, or
otherwise breaches any Environmental Obligations, Operator shall promptly remedy
and correct such failure to comply, satisfy such liability, cure such breach and
satisfy all obligations in connection therewith. Operator covenants and agrees
to indemnify and hold Franco harmless from any and all liabilities, obligations,
claims (including administrative claims and claims for injunctive relief),
losses, costs, damages, expenses, attorney fees and causes of action asserted
against Franco related to Operator's failure to comply with and satisfy
Environmental Obligations or other obligations under this Agreement. The
covenants and agreements of this Section 6.2 shall survive the termination of
Operator's rights under this Agreement or to the Property.

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7.          
Stockpiling. The rights of Operator to stockpile, store or place Precious
Metals or Other Minerals off of the Property pursuant to any of the provisions
of this Agreement shall not be exercisable until Operator has first secured from
the property owner where such stockpiling, storage or placement is to occur a
written agreement in recordable form which provides that Franco's rights to the
Precious Metals and Other Minerals shall be preserved. Such agreement shall
provide, inter alia, that (a) Franco's rights pursuant to this Agreement,
insofar as they are applicable, shall continue in full force and effect with
respect to Precious Metals and Other Minerals from the Property; (b) Franco's
rights in and to the Precious and Other Minerals shall be the same as if the
Precious Metals and Other Minerals were situate on the Property; (c) Franco's
rights set forth in this Section 7 shall have precedence over the rights to the
Precious Metals and Other Minerals of the property owner where the Precious
Metals and Other Minerals are stockpiled, stored or placed, as well as the
creditors of the said property owner; and (d) the agreement shall be irrevocable
as long as the Precious Metals and Other Minerals from the Property, or any part
thereof, remain on the property not part of the Property. The provisions of this
Section 7 shall not be applicable to Precious Metals or Other Minerals which at
any given point in time do not exceed a value of contained minerals in excess of
Five Million Dollars ($5,000,000).

8.           Tailings and
Residues. All tailings, residues, waste rock, spoiled leach materials, and
other materials (collectively Materials) resulting from Operator's operations
and activities on the Property shall be the sole property of Operator, but shall
remain subject to the Royalty should the same be processed or reprocessed, as
the case may be, in the future and result in the production of Precious Metals
or Other Minerals. Notwithstanding the foregoing, Operator shall have the right
to dispose of Materials from the Property on or off of the Property and to
commingle the same with Material from other properties. In the event Materials
are processed or reprocessed, as the case may be, the Royalty payable thereon
shall be determined on a pro rata basis as determined by using the best
engineering and technical practices then available.

9.           Title
Maintenance, Maintenance, and Taxes; Abandonment.

9.1.           Title
Maintenance and Taxes. From the date this Agreement takes effect, Operator
shall maintain title to the Property, including without limitation, paying when
due all taxes on or with respect to the Property and doing all things and making
all payments necessary or appropriate to maintain the right, title and interest
of Operator and Franco, respectively, in the Property and under this Agreement.

9.2.          
Abandonment. In the event Operator intends to abandon any of the lands
comprising a portion or all of the Property (Abandonment Property), Operator
shall first give notice of such intention to Franco at least 70 days in advance
of the proposed date of abandonment. If not later than 10 days before the
proposed date of abandonment Operator receives from Franco written notice that
Franco desires Operator to convey the Abandonment Property to Franco, Operator
shall, without additional consideration, convey the Abandonment Property in good
standing by quit claim deed, without warranty, to Franco and shall thereafter
have no further obligation to maintain the title to the Abandonment Property. If
Franco does not timely give such notice to Operator, Operator may abandon the
Abandonment Property and shall thereafter have no further obligation to maintain
the title to the Abandonment Property; provided, however, if Operator
reacquires any of the ground covered by the Abandonment Property at any time
within five (5) years following abandonment, the production of Precious Metals
and Other Minerals from such ground shall be subject to this Agreement.

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10.        Insurance. Operator shall
purchase or otherwise arrange at its own expense and shall keep in force at all
times, directly or through the services of an independent contractor, insurance,
including but not limited to, the following:

10.1. Employees Insurance. Such insurance or the like covering all
persons engaged in the performance of activities or operations as is required or
appropriate under law or local governmental bodies or agencies.

10.2.
General Liability. Comprehensive general public liability insurance
against claims for bodily injury or death or property damage arising out of or
resulting from Operator's activities or operations on or with respect to the
Property, in such amounts as will adequately protect Operator, Franco, the
Royalty, and the Property from any and all claims, liabilities and damages which
may arise with respect to this Agreement or the Property. Franco shall be named
as a co-insured.

10.3. Self Insurance. Franco may self insure the foregoing obligations,
provided such self insurance is sufficient to meet the requirements of Sections
10.1 and 10.2 above and is in compliance with applicable laws, statutes, rules,
and regulations.

11.          Dispute
Resolution.

11.1. Matters to be Arbitrated

Any dispute, controversy or claim arising under or in connection with this
Agreement or any document, instrument or agreement delivered pursuant hereto,
the resolution of which is not provided for in this Agreement and which cannot
be resolved or settled by the Parties, shall be settled by arbitration in
accordance with this Article 11 upon written notice by a Party to the other.

11.2. Procedure for Arbitration

| | (a) | Arbitration shall be conducted in accordance with the
      Ontario Arbitration Act, 1991, as amended, by three arbitrators.
      Each Party will appoint one arbitrator, and such arbitrators together
      shall appoint the third arbitrator. Each arbitrator shall be an individual
      with not less than 15 years of expertise in the precious metals mining
      industry as a senior executive, accountant or lawyer and no arbitrator
      shall have been a director, officer or employee of, or contractor or
      service provider to, or director, officer, beneficial owner or close
      relative of a beneficial owner of any contractor or service provider to,
      any Party for a period of five years preceding his or her appointment as
      an arbitrator. The place of arbitration will be Toronto, Ontario. The
      language of the arbitration will be English. The
  arbitration shall be the sole and exclusive forum for resolution of
      the dispute, controversy or claim. The award (including any award as to
      the costs of the arbitration) shall be final and binding and not subject
      to review or appeal for any reason whatsoever. Judgment thereon may be
      entered by any court of competent jurisdiction. Any arbitration and
      hearings relating thereto and all decisions, documents and submissions
      prepared or filed in connection therewith shall be in the English
  language.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b) | All matters relating to any dispute, controversy or claim
      which is the subject matter of arbitration hereunder, including all
      submissions made to the arbitrators and the decision of the arbitrators,
      shall be treated as confidential by the Parties and the Parties shall, and
      shall cause any witnesses, counsel or professional advisers retained in
      connection with such an arbitration to, maintain all such matters in
      strict confidence.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | The Prevailing Party in any arbitration proceedings (or
      litigation) shall, in addition to any other relief awarded by the
      arbitrators (or court) be entitled to a judgment against the
      non-prevailing Party for reasonable attorneys fees and cost incurred in
      such proceedings or litigation.                                                                                                                                                               

11.3. Continuing Obligations. Pending settlement of any dispute,
controversy or claim, the Parties shall abide by their obligations under this
Agreement without prejudice to a final adjustment in accordance with an award
rendered in an arbitration settling such dispute, controversy or claim.

12..          General Provisions.

12.1. Additional Documents. The Parties shall from time to time execute
all such further instruments and documents and do all such further actions as
may be necessary to effectuate the purposes of this Agreement.

12.2. Assignment. Operator shall not sell, assign, lease, license,
transfer, hypothecate, encumber, or otherwise dispose of, or agree to sell,
assign, lease, license, transfer, hypothecate, encumber, or otherwise dispose
of, the Property or portion thereof, without the prior written consent of
Franco, such consent not to be unreasonably withheld; provided that, any
permitted assignee or transferee shall have first entered into an agreement
satisfactory to Franco under which such assignee or transferee shall assume
Operators obligations to Franco under this Agreement. Franco may freely assign,
convey or transfer the Royalty and/or all or any part of its rights, liabilities
and obligations under this Agreement to any of its Affiliates and/or any third
party.

12.3. No Partnership. Nothing in this Agreement shall be construed to
create, expressly or by implication, a joint venture, mining partnership,
commercial partnership, or other partnership relationship between Parties.

12.4. Governing Law. This Agreement is to be governed by and construed
under the laws of the Province of Ontario, Canada.

B-11

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12.5. Time of Essence. Time is of essence in this Agreement.

12.6. Notices. Unless otherwise provided in this Agreement, any notice or
other correspondence required or permitted by this Agreement shall be deemed to
have been properly given or delivered when made in writing and hand-delivered to
the Party to whom directed, or when sent by registered mail, electronic
facsimile transmission, with all necessary postage or charges fully prepaid,
return receipt requested (or in the case of a facsimile or courier, confirmation
of delivery), and addressed to the Party to whom directed at the following
address:

OPERATOR:

Dorato Resources Inc. Suite 2300 
1177 West Hastings Street Vancouver, British Columbia V6E 2K3

Attention:          
President and Chief Executive Officer
Telephone:         604-638-5817
Facsimile:           
604-408-7499

FRANCO:

Franco-Nevada Corporation Exchange
Tower 130 King Street West Suite 740, PO Box 467 Toronto, Ontario
M5X 1E4

Attention:          
Chief Legal Officer
Facsimile:           
416-306-6330

Either Party may change its address for the purpose of notices
or communications by furnishing notice thereof to the other Party in the manner
provided in this Section.

12.7. Binding Effect. All of the covenants, conditions, and terms of this
Agreement shall (i) be of benefit to the Parties, (ii) to the maximum extent
allowed by law, be an interest in the Property, and (iii) bind and inure to the
benefit of the Parties, their successors and permitted assigns.

12.8. Entire Agreement; Integration. This Agreement contains the entire
agreement between Parties, and no oral agreement, promise, statement or
representation which is not contained herein shall be binding on the Parties
unless subsequently reduced to writing and signed by the Parties. The provisions
of this Agreement shall supersede all previous oral or written agreements
between the Parties hereto.

B-12

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IN WITNESS WHEREOF, Operator and Franco have executed this
Agreement effective on the date first set forth above.

DORATO RESOURCES INC.



| | by |       
| | -- | ------
| |    | Name: 
| |    | Title:

FRANCO-NEVADA CORPORATION



| | by |       
| | -- | ------
| |    | Name: 
| |    | Title:

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