f20fr12ga1ex4iv_ea2nearctic.htm


     

     

    Exhibit
4.4

    Material
Contract

     

    Canadian
Royalties Inc. Agreement dated 12th January, 2001

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          
 

      

      
         

      

    

     

     

    AGREEMENT

     

    THIS
AGREEMENT made effective as of the 12th day of January, 2001
BETWEEN:

     

    CANADIAN
ROYALTIES INC., a corporation incorporated pursuant to the laws of the Province
of Alberta (the "CRI")

     

     OF THE FIRST
PART

     

    and
-

     

     

    UNGAVA
EXPLORATION INC., a corporation incorporated pursuant to the laws of Quebec (the
"Ungava Exploration")

     

    OF THE SECOND
PART

     and
-

     

     

    UNGAVA
MINERALS CORP., a corporation continued pursuant to the laws of
Canada

     

    ("Ungava
Minerals")

     

    OF THE THIRD
PART

     

    and
-

     

     

    GOGAMA
GOLD INC., a corporation continued pursuant to the laws of Alberta

     

    ("Gogama")

     

    OF THE FOURTH
PART

     

    and
-

     

     

    582556
ALBERTA INC., a corporation incorporated pursuant to the laws of
Alberta,

     

    ("Alberta")

     

    OF THE FIFTH
PART

     

     

    WHEREAS:

     

     

    
      	
               
      

            	
              A.
      Ungava Exploration holds all of the legal and beneficial right, title and
      interest in and to mining permit #970 which surrounds approximately 29
      claims - all located in Ungava, Quebec - which is more particularly
      described in Schedule "A" attached hereto (the "Property"), subject only
      to an aggregate 2% net smelter royalty interest (the "Gogama NSR") in
      favour of Gogama and Alberta;

            


    

    
      	
               
      

            	
              B.
      Ungava Exploration has agreed to grant to CRI a right to earn a
      significant interest in the Property on the various terms and conditions
      set forth below; and

            


    

    
      	
               
      

            	
              C.
      Gogama and Alberta have agreed to sell all of their interest in the Gogama
      NSR for consideration of $50,000 cash, pursuant to the various terms and
      conditions set forth below.

            


    

    


                 

    
      
         

      

      
         

        
          
 

      

      
        2

      

    

     

     

        NOW
THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the mutual
covenants and agreements herein contained, the parties to this Agreement agree
as follows:

     

    ARTICLE
I    DEFINITIONS

     

    1.1               For
the purpose of this Agreement the following words and phrases have the following
meanings:

     

    
      	
               
      

            	
              a)
      "Bankable
      Feasibility Study" means a comprehensive study and report as to the
      existence of an ore body or suspected ore body in or on or under the
      Property and upon the advisability and possibility of bringing the same
      into commercial production and thereafter operating the same on a
      commercial basis, such study and report to include: (i) an estimate of ore
      reserves of same and recommendations as to the nature, extent and timing
      of the development of the same with a view to bringing the same into
      commercial production; (ii) mining and or milling methods; (iii) design,
      nature and capacity of the mine, mill or ancillary facilities relating
      thereto; (iv) the cost and cash flow estimates and analysis relating
      thereto, which study is acceptable to a bank or other financing entity as
      the basis for non-recourse financing to put the Property into commercial
      production.

            


    

     

    
      	
               
      

            	
              b)
      "Business
      Day" means any day other than a Saturday or Sunday or a day that is
      a statutory holiday in the province of
Quebec.

            


    

     

    
      	
               
      

            	
              c)
      "Commercial
      Production Date" means a date determined by the Operator, acting
      reasonably, and taking into consideration the first day of the month
      following the production of ores and the concentrating of minerals from
      the Property for a period of sixty (60) consecutive production days
      resulting in a product of merchantable form and quantity (other than for
      the purposes of sampling, assaying, testing, analysis or evaluation) and
      utilizing not less than 70% per cent (70%) of the design capacity of the
      concentrator erected for the processing of ores from the Property, or, in
      the event a concentrator is not erected for processing ores from the
      Property, when production of ores from the Property for a period of sixty
      (60) consecutive production days achieves not less than seventy per cent
      (70%) of the mining rate specified in the Bankable Feasibility Study
      recommending placing the Property in commercial
  production.

            


    

     

    
      	
               
      

            	
              d)
      "Designate"
      means any number of persons, companies or entities that have an
      arrangement with CRI to participate with CPI in fulfilling CRI's
      obligations under this Agreement, whether such participation be financial,
      operational, or otherwise.

            


    

     

    
      	
               
      

            	
               

            	
              
                e) 
      "Effective Date"
      means January 12,
2001.

              

            


    

                                                                                                                 

    
      
         

      

      
         

        
          
 

      

      
        3

      

    

     

    
      	
               
      

            	
               

            	
              
                f) 
      "Encumbrances" means any and all liens, charges, encumbrances,
      security interests, mortgages, hypothecs, royalties, net smelter interests
      or other claims registered against the
      Property.

              

            


    

     

    
      	
               
      

            	
               

            	
              
                g) 
      "Instalment Expenditures" means all cash, expenses, securities,
      obligations and liabilities of whatever kind or nature spent, paid,
      incurred, or satisfied by CRI or a Designate, whether directly or
      indirectly, including, without limiting the generality of the foregoing,
      cash, expenses, securities, obligations and liabilities spent, paid,
      incurred or satisfied for: all work done on the Property or on behalf of
      the Property usually considered to be prospecting, exploration,
      development, mining work and assessment work in the context of the mining
      industry in Canada, and specifically in the Ungava region of Quebec,
      Canada; geophysical, geochemical and geological  surveys in
      searching for, digging, trucking, sampling, working, studying,
      mapping,  investigating, mining and procuring ores, minerals,
      metals and concentrates; diamond drilling; assaying and metallurgical
      testing, bulk sampling and pilot plant operation; renting or leasing
      buildings, machinery, tools, appliances, equipment and supplies for delthe
      Property and projects related thereto; erecting, constructing and
      installing a mining plant or any other buildings, whether such buildings
      are located on the Property or otherwise, specifically for activities to
      be carried out for exploration and development of the Property; reasonable
      fees, wages, salaries, traveling expenses, fringe benefits (whether or not
      required by law), food lodging and other reasonable expenses of all
      persons engaged in work or projects with respect to and for the benefit of
      the Property or any portion thereof - including management salaries,
      administrative salaries, professional fees (including legal and
      accounting/auditor expenses), and operator's salaries and expenses - and
      paying assessments and contributions under employment compensation and
      employment insurance legislation relating to such persons; provincial
      mining taxes and all other taxes and assessments applicable to the
      Property (excluding income taxes, but including payments in lieu of
      assessment work), whether such taxes are current or in arrears, to keep
      the property in good standing; the Permit Renewal Fee; bringing mineral
      claims to lease or patent; the management and clean up of toxic materials
      or hazardous waste stored on the property, including, but not limited to
      glass bottles of assaying chemicals located in one of the shacks on the
      Property and empty fuel barrels located on the Property; Geological
      Reports pertaining to the Property or to any other property contiguous
      with the Property; and other such amounts as are directly related to
      carrying out the exploration and development work on the
      Property.

              

            


    

     

    
      	
               
      

            	
               

            	
              
                h) 
      "Joint Venture Expenses" means, as at the date of acceptance by a
      bank or other financing entity willing to finance commercial production on
      the Property in accordance with the Bankable Feasibility Study, all cash,
      expenses, securities, obligations and liabilities of whatever kind or
      nature required to be paid or incurred with respect to the Property in
      order to carry out Mining Work, and includes, but is not limited to all
      costs associated with the items referred to in the definition of
      Instalment Expenditures above, all fees of the Ministere des Ressources
      Naturelles du Quebec ("MRN") - including taxes and work assessments of the
      MRN, the costs of clean
      up of any toxic materials or hazardous waste stored on the Property and
      claims arising therefrom, and such cash, expenses, securities, obligations
      and liabilities of whatever kind or nature shall be determined solely by
      the Operator, acting
  reasonably.

              

            


    

     

                                                                                                                                          

     

    
      
         

      

      
         

        
          
 

      

      
        4

      

    

     

    
      	
                

            	
              i)
      "Geological
      Report" means a report on the Property prepared by a qualified and
      independent engineer or geologist in accordance with National Policy 2-A
      of the Canadian Securities Administrators and in accordance with
      applicable securities regulatory
bodies.

            


    

     

    j)"Gogama
NSR" means an aggregate of 2% NSR (net smelter return royalty interest)
in the Property in favour of Gogama as to1% and Alberta as to 1%, pursuant to an
Agreement between Ungava Exploration and Gogama dated January 20, 1995, and the
schedules attached thereto.

     

    
      	
               
      

            	
               

            	
              k) "Mining
      Work" means every kind of work done or activities completed,
      whether such work is categorized as operational or administrative, on or
      in respect of the Property for the purposes of prospecting, exploring and
      developing the Property, using standard mining practices in the mining
      industry of Canada, and more specifically, in the Ungava region of Quebec,
      Canada. Without limiting the generality of the foregoing, Mining Work
      includes: prospecting; geophysical, geochemical and geological surveying;
      preparing geological studies and maps; completing assessment work;
      investigating; drilling; designing; examining; equipping; improving the
      Property with buildings or equipment; surveying; shaft sinking;
      raising; crosscutting and drifting; searching for, digging, trucking,
      sampling, working and procuring minerals, ores, metals and concentrates;
      bringing mineral claims to lease or patent; reporting; cleaning up of
      toxic materials or hazardous waste stored on the Property; and all
      administrative work, including legal and accounting and audit, directly
      connected to the prospecting, exploring and developing the
      Property.

            


    

     

    l) "NSR"
means net smelter return, and a net smelter return shall mean the amount
received from a smelter upon the sale of all metals removed from the Property,
after deducting from the gross value the cost of smelting which include the
costs of treatment, tolling, smelting, refining and minting of such metals and
all costs associated therewith such as transporting (actual freight or haulage
charges), insuring, handling, weighing, sampling, assaying and marketing, as
well as all penalties, representation charges, referee's fees and expenses, and
import taxes and export taxes; and the term "smelter" means conventional
smelters as well as any other type of production plant used in lieu of a
conventional smelter to reduce ores to concentrates.

     

    
      	
               
      

            	
              m) "Operator"
      means the person or corporate entity as set out in Article 6
      herein.

            


    

                                                                                                               

    
      
         

      

      
         

        
          
 

      

      
        5

      

    

     

    
      	
               
      

            	
              n)
      "Option"
      means the option granted pursuant to the terms and conditions of Articles
      2.1(a),(b),(c) and (d) of this Agreement in order for CRI, together with a
      Designate, to earn and acquire a 80% interest in the Property from Ungava
      Exploration.

            


    

     

    
      	
               
      

            	
               

            	
              o) 
      "Option Term" means the term of the Option commencing on the
      Effective Date and terminating on the earlier of: (i) the date of
      termination of this Agreement; or (ii) the date that the Bankable
      Feasibility Study is accepted by a financing bank or financing entity in
      accordance with Article 2.1 (d)
  herein.

            


    

     

    
      	
               
      

            	
               

            	
              p)
      "Permit Renewal Fee" means $17,300 paid on or about December 13,
      2000 by CRI on behalf of Ungava Exploration to the Ministere
      des Finances du Quebec at the Ministere
      des Ressources
      Naturelles du Quebec (MRN), Val d'Or, Quebec in order to maintain
      Permit PEM000970 referenced in Schedule "A" attached to this Agreement in
      good standing for the renewal period ending approximately November 21,
      2001.

            


    

     

    
      	
               
      

            	
               

            	
              q)
      "Property" means a certain mineral permit and mineral claims
      located in the Province of Quebec, as more particularly described in
      Schedule "A" to this Agreement, including any replacement or successor
      permit or claims, and all mining leases and other mining interests derived
      from any such permit. Any reference in this Agreement to any mineral
      permit comprising the Property includes any mineral leases or other
      interests into which such mineral permit may have been
      converted.

            


    

     

    ARTICLE
2    TERMS
OF THE OPTION

     

    
      2.1 In
consideration of the terms of this Agreement and in order to maintain in force
the Option, Ungava Exploration grants to CRI the sole, exclusive and irrevocable
right and option to acquire, on an incremental basis, up to an undivided 80%
right, title and interest in and to the Property free and clear of any
Encumbrance in accordance with the following terms, which are intended to be
mutually exclusive and separate options:

    

     

    
      	
              a)  

            	
              if
      CRI, whether directly or indirectly through a Designate, incurs$250,000 in
      Instalment Expenditures (the "First Instalment") on the Property on or
      before January 12, 2003, Ungava Exploration shall, within 5 Business Days
      of the date that the First Instalment is complete, transfer 25% of its
      right, title and interest in and to the Property to CRI, in order that
      such 25% is immediately vested with CRI, or as it may in writing
      direct;

            


    

     

    
      	
              b)  

            	
              if
      CRI, after completion of the First Instalment, whether directly or
      indirectly through a Designate, incurs an additional $500,000 in
      Instalment Expenditures (the "Second Instalment") on the Property on or
      before January 12, 2004, Ungava Exploration shall, within 5 Business Days
      of the date that the Second Instalment is complete, transfer an additional
      20% of its right, title and interest in and to the Property to CRI, in
      order that such 20% is immediately vested with CRI, or as it may in
      writing direct;

            


    

     

    
      	
              c)  

            	
              if
      CRI, upon completion of the Second Instalment, whether directly or
      indirectly through a Designate, incurs an additional $ 1,000,000 in
      Instalment Expenditures (the "Third Instalment") on the Property on or
      before January 12, 2005, Ungava Exploration shall, within 5 Business Days
      of the date that the Third Instalment is complete, transfer an additional
      25% of its right, title and interest in and to the Property to CRI, in
      order that such 25% is immediately vested with CRI, or as it may in
      writing direct; and

            


    

    


     

    
      
         

      

      
         

        
          
 

      

      
        6

      

    

     

    
      	
              d)  

            	
              if,
      after completion of the Third Instalment, CRI, either solely or together
      with a Designate, incurs all necessary or advisable expenditures on the
      Property and completes, or makes arrangements to have completed, a
      Bankable Feasibility Study on the Property, at no cost to Ungava
      Exploration or to Ungava Minerals (which study is acceptable by a
      financing bank or financing entity for the purposes of putting the
      Property into commercial production on a non-recourse basis), Ungava
      Exploration shall, within 5 Business Days of acceptance of the Bankable
      Feasibility Study, transfer an additional 10% of its right, title and
      interest in and to the Property to CRI, in order that such 10% is
      immediately vested with CRI, or as it may in writing
    direct.

            


    

     

    
      	
               
      

            	
              2.2

            	
              Notwithstanding
      the dates set out for the completion of Instalment Expenditures in
      Articles 2.1(a),(b), and (c), the Instalment Expenditures may be
      accelerated in time in order that CRI may acquire its several
      interests in the Property on an accelerated
  basis.

            


    

     

    
      	
               
      

            	
              2.3

            	
              CRI
      and Ungava Exploration acknowledge and agree that Articles 2.1 (a), (b),
      (c) and (d) are mutually exclusive options and except as specifically
      provided otherwise, nothing in this Agreement shall be construed as
      obligating CRI to do any act or make any payment or Instalment
      Expenditure, and any act or payment or Instalment Expenditure made shall
      not be construed as obligating CRI to do any further act or make any
      further payment or Instalment Expenditure. Notwithstanding that, however,
      if any act, payment or Instalment Expenditure is made by CRI which is
      sufficient to earn an incremental interest in and to the Property pursuant
      to this Agreement, such interest acquired shall immediately vest without a
      right of reversion to Ungava
Exploration.

            


    

     

    
      	
               
      

            	
              2.4

            	
              During
      the Option Term, CRI may terminate this Agreement at any time upon giving
      written notice to Ungava Exploration. If this Agreement is terminated by
      CRI during the Option Term, save and except for CRT's obligations pursuant
      to Article 2.5 herein, CRI shall not be bound thereafter in debt, damages,
      work assessments or otherwise under this Agreement and all payments and
      Instalment Expenditures paid or incurred by CRI up to and including
      the date that CRI provides written notice of termination shall be deemed
      fair consideration for the proportionate interests in the Property already
      acquired by and vested in CRI during the Option
  Term.

            


    

     

    
      	
               
      

            	
              2.5

            	
              In
      the event that CRI terminates this Agreement during the Option Term, CRI
      shall, commencing on July 1, 2001, be obligated to ensure that all
      provincial mining taxes due and owing on the Property be paid in full to
      the to the Ministere
      des Finances du Quebec for a period of 180 days from the date of
      its notice to terminate.

            


    

     

     

    
      
         

      

      
         

        
          
 

      

      
        7

      

    

     

    
      	
               
      

            	
              2.6

            	
              During
      the Option Term, Ungava Exploration shall not incur any expenses on or
      on behalf of the Property, nor shall it be entitled to carry out any
      work commitments, Mining Work or projects whatsoever on the
      Property.

            


    

     

    ARTICLE
3    JOINT
VENTURE

     

    
      
        3.1             
 In the event that CPI, together with a Designate, if applicable,
has acquired an 80% interest in the Property from Ungava Exploration in
accordance with the Option, and with the terms and conditions set out in this
Agreement, Ungava Exploration and CRI agree and acknowledge that the
relationship between Ungava Exploration and CRI shall be deemed conclusively to
have formed a joint venture business relationship to carry out all Mining Work,
pursuant to which Ungava Exploration shall, commencing as at the date of
acceptance of the Bankable Feasibility Study, be responsible to pay 20% of the
Joint Venture Expenses, and CRI, together with a Designate, if applicable, shall
be responsible to pay 80% of the Joint Venture Expenses.

         

        3.2             
The
joint venture business relationship between CRI and Ungava Exploration shall not
be, and shall not be construed to be, a partnership relationship. Except as
otherwise expressly provided herein, the rights, privileges, powers, duties,
liabilities and obligations of each of CRI and Ungava Exploration as joint
venturers shall be separate and not joint and several.

         

        3.3             
After the
formation of the joint venture, the percentage interest of each of CRI (together
with the Designate) and Ungava Exploration in the Property shall at all times
correspond with and represent its percentage interest in the joint venture
relationship.

         

        3.4             
Subsequent
to the formation of the joint venture relationship between CRI and
Ungava Exploration, the Operator shall, on or before January 31of each
year, prepare a program for the Mining Work to be completed for the period
April i to October 31 of that same year (the "Annual Program"). The Annual
Program shall itemize all reasonable projected expenditures as an estimate of
costs ("Annual Budget") of the Joint Venture Expenses required to carry out the
Mining Work for: (i) each Annual Program; (ii) and for the months ("Off Season
Months") of the year not included in the Annual Program.

         

        3.5             
 On July
15 of each and every year the Operator shall have the right to, if it deems fit,
to amend the then current Annual Program and Annual Budget in the event that the
Mining Work being carried out at the time is materially different from the
Annual Program and Annual Budget as determined on the previous January
31.

      

    

     

    
      3.6         
The funds required for the Annual Budget shall be due and payable by CRI and
Ungava Exploration, each as to their proportionate amounts, on the1st day
and the 15th day
of each month during the year (the "Cash Call Dates") and the Operator shall use
its best efforts to ensure that the funds due and payable on each Cash Call Date
are proportionately allocated, taking into consideration the amount of funds
required to carry out the Annual Program and those required for the Off Season
Months.

    

     

    
      
         

      

      
         

        
          
 

      

      
        8

      

    

     

     

    
      	
               
      

            	
              3.7

            	
              Each
      time that Ungava Exploration does not pay its proportionate allocation of
      Joint Venture Expenses as stated in the Annual Budget on a Cash Call Date,
      CR1 shall, either solely or together with a Designate, within 24 hours of
      default of payment by Ungava Exploration, be entitled to, if CRI so
      elects, pay all or a portion of Ungava Exploration's proportionate
      allocation of Joint Venture Expenses on behalf of Ungava Exploration, and
      upon payment of such Joint Venture Expenses incurred by CRJ or a
      Designate, Ungava Exploration shall transfer 1% of its remaining interest
      in the Property to CRI or a Designate for each $150,000 in value of Joint
      Venture Expenses assumed, paid or incurred by CRI or a Designate in
      accordance with this Article 3.7.

            


    

     

    
      	
               
      

            	
              3.8

            	
              In
      the event that CR1 or a Designate obtains the right to earn and acquire
      additional interests in the Property in accordance with Article 3.7
      herein, CRI shall provide Ungava Exploration with a letter (the "Demand
      Letter") enclosing: (i) reasonable proof of payment of the Joint Venture
      Expenses paid by CR1 or a Designate on behalf of Ungava; and (ii) an
      accounting of the percentage of interest in the Property required to be
      transferred from Ungava Exploration to CR1, or as it may in writing
      direct, as permitted by Article 3.7 herein. Ungava Exploration shall,
      within 5 Business Days of the date of the Demand Letter, effect a transfer
      of its interest in and to the Property to CRI, or as it may in writing
      direct.

            


    

     

    
      	
               
      

            	
              3.9

            	
              In
      the event Ungava Exploration's interest in the Property is reduced to a10%
      interest under the provisions of Articles 3.7 and 3.8 herein, such10%
      interest held by Ungava Exploration in the Property shall be
      automatically converted to an entitlement of1% of the NSR (the
      "Ungava NSR") derived from the Property, effective on the date
      that Ungava Exploration's interest in the Property is diluted to10%.
      Upon such occurrence, Ungava Exploration shall not participate in any
      Mining Work and shall not be obligated to contribute to the Joint
      Venture Expenses.

            


    

     

    
      	
               
      

            	
              3.10

            	
              In
      the event that Ungava Exploration's interest in the Property is converted
      to the Ungava NSR, Ungava Exploration shall grant an option to CRI,
      or a Designate, to purchase the Ungava NSR for consideration of
      $1,500,000, and the option to purchase the Ungava NSR as set out in
      this Article 3.10 shall expire 12months following the Commercial
      Production Date.

            


    

     

    ARTICLE
4    PURCHASE
AND SALE OF GOGAMA NSR

     

    
      	
               
      

            	
              4.1

            	
              Gogama
      and Alberta represent that they are the several owners of the Gogama NSR
      and wish to transfer and convey the Gogama NSR to CRI and CRI
      represents that it is willing to purchase the Gogama NSR subject to the
      terms and conditions set out in this Article
4.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Gogama
      and Ungava, jointly and severally, agree to sell, transfer and assign the
      Gogama NSR to CRI and CRJ agrees to purchase the Gogama NSR from Gogama
      and Ungava, for consideration of $50,000 cash, payable as
      follows:

            


    

    


     

    
      
         

      

      
         

        
          
 

      

      
        9

      

    

     

    a)      $
10,000 from CRI to Alberta, or as it may in writing direct, upon execution of
this Agreement;

     

    b)      $10,000
from CRI to Gogama, or as it may in writing direct, upon execution of this
Agreement;

     

    c)      $5,000
from CRI to Alberta, or as it may in writing direct, on or before January 12,
2003;

     

    d)     
$5,000 from CRI to Gogama, or as it may in writing direct, on or before January
12, 2003;

     

    e)      $5,000
from CRI to Alberta, or as it may in writing direct, on or before January 12,
2004;

     

    f)      
$5,000 from CRI to Gogama, or as it may in writing direct, on or before January
12, 2004;

     

    g)     
$5,000 from CRI to Alberta, or as it may in writing direct, on or before January
12, 2005;
and

     

    h)      $5,000
from CRI to Gogama, or as it may in writing direct, on or before January 12,
2005.

     

    
      	
               
      

            	
              4.3

            	
              Gogama
      and Alberta shall execute a conveyance agreement in substantially the form
      attached hereto as Schedule "B" immediately upon execution of this
      Agreement and receipt of $20,000 in accordance with Article 4.2 (a) and
      (b) herein. The conveyance of the Gogama NSR shall not be registered
      against title to the Property until the Gogama NSR purchase price has been
      paid in full.

            


    

     

    
      	
               
      

            	
              4.4

            	
              In the event that
      CRI terminates this Agreement during the Option Term in accordance with
      Article2.4 herein,
      CRI shall not, subsequent to the date of written notice
      of termination, be bound thereafter in debt, damages or otherwise
      with respect to any remaining or outstanding payments required to be made
      in accordance with Article 4.2 herein, and the conveyance of the Gogama
      NSR shall be returned to Gogama and Alberta severally, and CRI shall
      thereafter have no interest in the Gogama
      NSR.

            	 


    

     

    
      	
               
      

            	
              4.5

            	
              Gogama
      and Alberta hereby jointly and severally represent and warrant to CRI as
      follows, and confirm that CRI is relying upon the accuracy of each of such
      representations and warranties in connection with the purchase of the
      Gogama NSR:

            


    

     

    
      	
               
      

            	
              a)
      that each of Gogama and Alberta have good right, full corporate power and
      absolute authority to enter into this Agreement and to sell, assign and
      transfer the Gogama NSR to CRI in the manner contemplated
      herein;

            


    

     

    
      	
               
      

            	
              b)
      that Gogama and Alberta, jointly, are the legal and beneficial holders of
      the Gogama NSR, free and clear of all liens or
    Encumbrances;

            


    

     

    
      	
               
      

            	
              c)
      that neither Gogama or Alberta have sold, transferred, pledged, mortgaged
      or hypothecated the Gogama NSR, and that no other person or entity,
      corporate or otherwise, has any agreement, option, understanding or
      commitment, or any right or privilege (whether by law, preemptive or
      contractual) capable of becoming an agreement, option or commitment, for
      the purchase or acquisition of the Gogama NSR from either Gogama or
      Alberta; and

            


    

    


     

    
      
         

      

      
         

        
          
 

      

      
        10

      

    

     

    
      	
               
      

            	
              d)
      the sale of the Gogama NSR does not violate any agreement or document to
      whichGogama and Alberta is a party to, or by which either of them may be
      bound by.

            


    

     

    
      	
               
      

            	
              4.6

            	
              Gogama
      and Alberta jointly and severally covenant to CR1 that they will do or
      cause to be done the following:

            


    

     

    
      	
              a)  

            	
              upon
      execution of this Agreement and receipt of $50,000 referred to in Article
      4.2 (a) and (b), take or cause to be taken all proper steps and actions to
      enable CR1 to vest a good and marketable title in CRI to the Gogama NSR,
      free and clear of all liens, mortgages, Encumbrances, equities or claims
      of every nature and kind whatsoever;
and

            


    

     

    
      	
              b)  

            	
               to
      assist CRI in obtaining all required consents to transfer the Gogama NSR
      to CRI and to execute all required documents, certificates and notices in
      connection therewith.

            


    

     

    ARTICLE
5    RIGHT
TO TRANSFER

     

    
      	
               
      

            	
              5.1

            	
              CRI,
      at its sole discretion, shall have the irrevocable and unilateral right to
      transfer, from time to time, all or a portion of its interest in and to
      the Property without the consent of any other party. Notwithstanding that
      right, no transfer of interest by CRI shall be effected without the
      transferee executing an agreement amending this Agreement pursuant to
      which the rights of the parties to this Agreement are acknowledged
      and the transferee agrees to be bound by the terms and conditions of this
      Agreement as if it were an original signatory hereto signing as a partner
      of CRI and being jointly referred to herein as
  CR1.

            


    

     

    
      	
               
      

            	
              5.2

            	
              During
      the term of this Agreement, Ungava Exploration shall not be permitted to
      transfer any of its interest in and to the Property to any other party,
      except to CRI, to a nominee thereof, to a Designate in accordance with
      this Agreement, or to a party not at arms length from Ungava Exploration
      or Ungava Minerals unless: (i) such transfer of interest in the Property
      is the Ungava NSR as defined in Article 3.9 herein; or (ii) is a transfer
      of interest to a creditor pursuant to the terms of a mortgage, pledge,
      charge, hypothecate or other encumbrance in accordance with Article 9.2
      herein. A transfer of interest in the Property by Ungava Exploration shall
      not be effected without the transferee executing an agreement amending
      this Agreement pursuant to which the rights of the parties to this
      Agreement are acknowledged and the transferee agrees to be bound by the
      terms and conditions of this Agreement as if it were an original signatory
      hereto.

            


    

     

    ARTICLE
6    OPERATOR

     

    
      	
               
      

            	
              6.1

            	
              CRI
      shall be the Operator of all Mining Work carried out on the Property
      during the period in which CR1 is entitled to earn an interest in the
      Property, and CRI shall remain Operator of the Property if it, together
      with a Designate, maintains an aggregate 50% interest in the
      Property.

            


    

    


     

    
      
         

      

      
         

        
          
 

      

      
        11

      

    

     

     

    
      	
               
      

            	
              6.2

            	
              CRI,
      acting reasonably, shall be entitled to appoint an alternate Operator,
      without the consent of any other party, in the event that it elects
      not to be Operator.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Operator's responsibilities shall include, but not be limited to:(i)
      managing and supervising all Mining Work on the Property; (ii)
      managing and supervising the applicable joint venture relationships
      with respect to all activities and Mining Work carried out on the
      Property; (iii) determining, acting reasonably, the Commercial Production
      Date in accordance with Article 3.10 herein; and (iv) determining, acting
      reasonably, all activities, elements, components and items comprising the
      Joint Venture Expenses in accordance with Article 3 herein and carrying
      out any and all tasks specified by Article 3
  herein.

            


    

     

    6.4            The
Operator shall at all times and in all regards be under an obligation to act
reasonably in
relation to Ungava Exploration.

     

    ARTICLE
7    REPRESENTATIONS
AND WARRANTIES


     

    
      	
               
      

            	
              7.1

            	
              Ungava
      Exploration and Ungava Minerals jointly and severally represent and
      warrant to CRI as follows, and confirm that CRI is relying upon the
      accuracy of such representations and warranties in connection with this
      Agreement, that upon the Effective
Date:

            


    

     

    a) each
of Ungava Exploration and Ungava Minerals have good right, full corporate
power and
absolute authority to enter into this Agreement and to perform all of their
obligations
under this Agreement;

     

    b)
subject only to the Gogama NSR, Ungava Exploration is the sole recorded and
beneficial
owner of an undivided 100% interest in and to the Property, with good and
marketable
title thereto;

     

    c) the
mineral permits comprising the Property: (i) are accurately described in
Schedule "A"
attached hereto; (ii) have been properly located, staked and recorded in
compliance
with the laws of the province of Quebec; and (iii) are valid and subsisting
mineral permits as at the date of this Agreement;

     

    d) the
Property is in good standing under all applicable laws and regulations, all
assessment
work required to be performed and filed has been performed and filed, all
taxes and
other payments required to be made to the date of this Agreement have
been paid
and all filings have been made;

     

    e) the
Property conforms with all applicable environmental laws and all franchises,
permits,
licenses, certificates of compliance, consents, approvals and authorizations
under all
applicable environmental laws;

     

    f) to the
knowledge of Ungava Exploration and Ungava Minerals, there are no toxic
materials
or hazardous waste stored on the Property, save for a few glass bottles of
assaying
chemicals located in one of the shacks on the property, and empty fuel
barrels
located on the Property;

     

    g) there
are no outstanding work orders in respect of the Property or operations thereon,
nor has
Ungava Exploration or Ungava Minerals received notice of same, and no action is
required to be taken on the Property in respect of reclamation or restoration of
the Property in its current state and
condition,

    


     

     

    
      
         

      

      
         

        
          
 

      

      
        12

      

    

     

    h) 
except for the Gogama NSR, the Property is free and clear of any Encumbrances,
liens or
charges and neither Ungava Exploration nor Ungava Minerals, or any predecessors
in interest or title, have done anything whereby the Property may be or
become
encumbered;

     

    i)  there
are no adverse claims or challenges against or to the ownership of or title to
any of the
mineral permits comprising the Property, nor is there any basis
therefor;

     

    j) no
other person or entity, corporate or otherwise, has any agreement, option,
understanding
or commitment, or any right or privilege (whether by law, preemptive
or
contractual) capable of becoming an agreement, option or commitment, to acquire
an
interest in the Property;

     

    k)  neither
Ungava Exploration nor Ungava Minerals are under any obligation, contractual
or otherwise, to request or obtain the consent of any person or entity, and
no
permits, licences, certifications, authorizations or approvals of, or
notifications to, any
federal, provincial, municipal or local government or governmental agency,
board or
commission are required to be obtained by Ungava Exploration in connection
with the execution, delivery or performance by Ungava Exploration of this
Agreement or the completion of any of the transactions contemplated in this
Agreement;

     

    1) each
of Ungava Exploration and Ungava Minerals are corporations, duly incorporated
and
validly subsisting in all respects under the laws of their respective
jurisdictions of incorpopration;

     

    m) there
are no liabilities(contingent or otherwise) of either Ungava Exploration or
Ungava
Minerals, of any kind whatsoever in respect of which CRI may become liable
on or
after the consummation of the transactions contemplated by this
Agreement;

     

    n) there
are no actions, suits or proceedings, judicial or administrative (whether or not
purportedly
on behalf of either Ungava Exploration or Ungava Minerals pending or, to the
best of the knowledge of each of Ungava Exploration and Ungava Minerals,
threatened by or against or affecting either Ungava Exploration or Ungava
Minerals which relate to the Property, at law or in equity, or before or by any
court or any federal, provincial, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign;

     

    o)  Ungava
Exploration represents that its proper corporate name is Ungava Exploration
Inc., and
that it is sometimes referred to as Exploration Minerale Ungava Inc., and
notwithstanding
this inconsistency, it is one and the same company, incorporated pursuant
to the laws of Quebec;

     

    p) there
is no circumstance or fact known by Ungava Exploration and Ungava Minerals
which:
(i) should be disclosed to CRI in order to make any representation or warranty
herein
not misleading; or (ii) which has not been disclosed to CRI which may
materially
and adversely affect the Property.

     

    7.2           CRI
represents and warrants to Ungava Exploration and Ungava Minerals as follows,
and confirm
that each of Ungava Exploration and Ungava Minerals is relying upon the accuracy
of such representations and warranties in connection with this
Agreement:

    


     

     

    
      
         

      

      
         

        
          
 

      

      
        13

      

    

     

     

    a) CRI
has good right, full corporate power and absolute authority to enter into
thisAgreement and to perform all of its obligations under this
Agreement;

     

    b) CRI
has been duly incorporated an validly exists as a corporation in good
standingunder the laws of the Province of Alberta;

     

    c) no
proceedings are pending for, and CRI is unaware of any basis for the institution
of any
proceedings leading to the dissolution or winding up of CRI or the placing of
CRI in
bankruptcy pursuant to laws governing the affairs of insolvent
corporations;

     

    d) the
execution of this Agreement and each and every agreement or document to be
executed
and delivered hereunder and the consummation of the transactions contemplated
herein will not violate, nor be in contact with any provision of anymaterial
agreement or instrument to which CRI is a party or is bound, or any judgment,
decree, order, statute, rule or regulation applicable to CRI or the
constating documents
or by-laws of CRI; and

     

    e) as at
the Effective Date, CRI has no intention that the Designate be Falconbridge
Limited.

     

    
      	
               
      

            	
              7.3

            	
              Notwithstanding
      anything to the contrary herein expressed or implied, it is expressly
      agreed and understood that the covenants, representations and warranties
      set forth in this Article 7 shall survive the Effective Date and shall
      apply to all assignments, conveyances, transfers and documents delivered
      in connection with this Agreement and there shall not be any merger of any
      representations and warranties in such assignments, conveyances, transfers
      or documents notwithstanding any rule of law, equity or statute to the
      contrary and all such rules are hereby waived. CRI shall have the right to
      waive any representation and warranty made by Ungava Exploration and
      Ungava Minerals in CRT's favour without prejudice to any of its recourses
      with respect to any other breach by Ungava Exploration or Ungava Minerals,
      and each of Ungava Exploration and Ungava Minerals shall have the same
      right with respect to any of CRI's representations in favour of Ungava
      Exploration or Ungava Minerals.

            


    

     

    ARTICLE
8    COVENANTS

     

    8.1         During
the currency of this Agreement, Ungava Exploration and Ungava Minerals
shall:

     

    
      	
               
      

            	
              a)
      permit CRI and a Designate, at their own risk and expense, to access the
      Property at all times;

            


    

     

    
      	
               
      

            	
              b)
      permit CRI, at its own expense, access to the results of all previous work
      done on the Property;

            


    

     

    
      	
               
      

            	
              c)
      deliver to CRI, within 10 business days of the Effective Date, copies of
      all reports, maps, assay results and other technical data compiled by
      or prepared by Ungava Exploration and Ungava
  Minerals;

            


    

     

    
      	
               
      

            	
              d)
      promptly provide CRI with any and all notices and correspondence from
      government agencies in respect of the
Property;

            


    

     

    
      	
               
      

            	
              e)
      co-operate with CRI in obtaining any permits or licenses required by
      authorities in the Nunavik region;

            


    

     

    
      
         

      

      
         

        
          
 

      

      
        14

      

    

     

     

    
      	
               
      

            	
              f)
      not do or permit or suffer to be done any act or thing which would or
      might in anyway adversely affect the rights of CRI
    hereunder;

            


    

     

    
      	
               
      

            	
              g)
      keep confidential all information and materials that are not public
      information with respect to the Property, and each of Ungava Exploration
      and Ungava Minerals hereby covenant and agree that no information
      furnished by CRI or a Designate in respect of the Property or activities
      carried out on the Property shall be published or disclosed by either
      Ungava Exploration and Ungava Minerals without prior written consent of
      CPI, and such consent shall not be withheld in respect of information
      required to be publicly disclosed pursuant to applicable securities
      regulatory authorities;

            


    

     

    
      	
               
      

            	
              h)
      comply in all respects with Article 2.6 herein and refrain completely from
      carrying out any activities or Mining Work on the Property or encumbering
      the Property during the Option Term unless otherwise agreed to in writing
      by CRI;

            


    

     

    
      	
               
      

            	
              i)
      refrain completely from interfering with the activities or Mining Work
      carried out on the Property or on behalf of the Property by CRI or a
      Designate during the Option Term and shall ensure that all officers,
      directors, associates and affiliates of each of Ungava Exploration and
      Ungava Minerals comply with this Article
8.1(i);

            


    

     

    
      	
               
      

            	
              j)
      deal with CRI and a Designate in a fair and reasonable manner, and shall
      ensure that all officers, directors, associates and affiliates of Ungava
      Exploration and Ungava Minerals comply with this Article 8.1(j)
      herein;

            


    

     

    
      	
               
      

            	
              k)
      save harmless from and against any loss, liability, claim, demand, damage,
      expense, injury or death arising out of or in connection with the
      operations or activities which were carried out on the Property prior to
      the Effective Date, except for claims arising as a result of the glass
      bottles of assaying chemicals located in one of the shacks on the Property
      and the empty fuel barrels located in the
  Property;

            


    

     

    
      	
               
      

            	
              1)
      register or record all necessary documentation with respect to the
      execution of this Agreement at the appropriate public offices of
      record;

            


    

     

    
      	
               
      

            	
              m)
      promptly make all necessary filings on the Property either as determined
      by the Operator, CRI or a
Designate;

            


    

     

    
      	
               
      

            	
              n)
      maintain corporate registration with the jurisdictions in which each are
      incorporated, or continued in, in order that neither Ungava Exploration or
      Ungava Minerals are struck from the applicable corporate registry or wound
      up in accordance with applicable corporate laws and
      regulations.

            


    

     

    8.2         During
the currency of this Agreement CRI shall:

     

    a)
conduct all Mining Work in a good and workpersonlike manner in accordance with
good
mining and engineering practice and in compliance with all applicable laws,
regulations
and orders;

     

    b)
deliver copies of all assessment reports and maps to Ungava Exploration as the
same become
available and will permit Ungava Exploration or its agents duly authorized in
writing
to enter upon the Property at any reasonable time to inspect the workings
thereon
and all assays, plans, maps, diamond drill cores, records and other data in its
possession
relating to the work done by it on the Property, provided that such inspections
shall not interfere with the work being carried out thereon by CRI and that
such
inspections shall be at the sole risk and cost of Ungava Exploration, and
provided
only that Ungava Exploration will indemnify and save harmless CRI and its
directors, officers, employees and agents from and against all and any losses,
damages, expenses, claims, suits, actions and demands of any kind or nature
whatsoever in any way referable to or arising out of the entry, presence or
activities of Ungava Exploration or its representatives or agents under this
Article 8.2 (b), including, without limitation, bodily injuries or death or
damage to property at any time resulting therefrom;

     

     

    
      
         

      

      
         

        
          
 

      

      
        15

      

    

     

     

    
      	
               
      

            	
              c)
      use its best efforts to ensure that all general and administrative costs
      ("G & A") included in the Instalment Expenditures, the Joint Venture
      Expenses, and the Mining Work are reasonable, are incurred in accordance
      with normal industry practice, and do not exceed 15% of expenses directly
      related to maintaining and developing the
  Property;

            


    

     

    
      	
               
      

            	
              d)
      keep the Property unencumbered, except for permitted Encumbrances, or
      except as consented to by Ungava Exploration, which consent shall not be
      unreasonably withheld if the purpose of the Encumbrance is to further the
      exploration and development of the
Property;

            


    

     

    
      	
               
      

            	
              e)
      use its best efforts to maintain the Property and all subject permits and
      claims in good standing during the Option Term;
  and

            


    

     

    
      	
               
      

            	
              f)
      manage all issues relating to empty fuel barrels and bottles of assay
      chemicals referred to in Article 7.1 (f) herein, the expenses of which
      shall be included as Instalment Expenditures, if incurred during the
      Option Term.

            


    

     

    ARTICLE
9    POWER
TO CHARGE PROPERTY


     

    9.1   If,
subsequent to the Option Term, CRI has earned an interest in the Property, CRI
may grant mortgages, charges or liens (each of which is herein called a
"mortgage") of and upon the Property or any portion thereof, any mill or other
fixed assets located thereon, and any or all of the tangible personal property
located on or used in connection with the Property to secure financing for the
purposes of exploration and development of the Property.

     

    9.2  Ungava
Exploration, and any associate, insider or affiliate of Ungava Exploration,
shall not mortgage, pledge, charge, hypothecate or otherwise encumber the
Property during the Option Term, and if, subsequent to the Option Term, CRI has
earned an interest in the Property, Ungava Exploration shall not mortgage,
pledge, charge, hypothecate or otherwise encumber the Property without the
written consent of CRI, which consent may not be arbitrarily withheld
if such encumbrances are to secure financing for the purposes of
exploration and development of the Property.

     

    ARTICLE
10  FORCE MAJURE

     

    
      10.1 If
any of the parties is at any time prevented or delayed in complying with any
provisions of this Agreement by reason of event which occurs for reasons
beyond the reasonable control of the party affected thereby (other than a lack
of funds), including but not limited to, an act of God, extreme weather
conditions or acts of nature, fire, explosion, flood,

    

     

     

    
      
         

      

      
         

        
          
 

      

      
        16

      

    

     

    earthquake,
extraordinary accidents or disasters, war, civil disorders or
disturbances,delays in
transportation or the inability to obtain necessary materials or fuel due to
reasonably
unforeseen or unavoidable causes, strikes and labour disputes (whether or not
the
demands of the employees involved are reasonable and capable of being conceded
to or
complied with), breakdown, malfunction or inoperability of, or damage to
machinery or plant,
court orders, applicable laws, a requirement to comply with the terms of any
legislation,
rules or regulations of any governmental agency, including the failure or
refusal
of governmental agencies to issue necessary licenses or permits for which
application
is timely and properly made and which are diligently pursued, or any other
cause of
the same character beyond the reasonable control of the responsible party (the
"Force
Majeure), the time limit for performance of the party affected of its
obligations hereunder
shall be extended by a period of time equal in length to the period of each such
prevention
or delay, but nothing herein shall discharge CRI from its obligations to
maintain
the Property in good standing during the Option Term, and nothing herein shall
discharge
CRI and Ungava Exploration from their respective obligations to maintain the
Property
in good standing subsequent to the Option Term.

     

    
      10.2  
The
party affected by an event of Force Majeure shall give prompt notice to the
other parties
of each event of Force Majeure and upon cessation of such event shall furnish to
the other
parties notice to that effect together with particulars of the number of days by
which the
obligations of the other party affected by the Force Majeure hereunder have
been
extended by virtue of such event of Force Majeure and all preceding events
of Force Majeure.

    

     

    ARTICLE
11    NOTICES

     

    11.1 Any
notice, consent or waiver or other document required or permitted to be given to
any party hereunder shall be in writing and may be sufficiently given by
personal delivery or by sending the same by facsimile to the following
addresses:

    


     

    
      
         

      

      
         

        
          
 

      

      
        17

      

    

     

     

     

    (a)           If
to CR1:

    152
chemin de la mine ecole

    Val d'Or,
Quebec, J9P 7B6

    Attn:
Glenn J. Mullan

    Facsimile
No. (819) 824-1003

     

     

    (b)           If
to Ungava Exploration Inc.

    C/o Suite
485, Port Credit Postal Station Mississauga, Ontario, L5G 4M2

    Attn:
President

    Facsimile
No. (416) 352-5258

     

     

    (c)           If
to Ungava Minerals Corp.

    C/o Suite
485, Port Credit Postal Station

    Mississauga,
Ontario, L5G 4M2 Attn: President

    Facsimile
No. (416) 352-5258

     

     

    (d)           If
to Gogama Gold Inc.

    C/o Suite
485, Port Credit Postal Station Mississauga, Ontario, L5G 4M2

    Attn:
President

    Facsimile
No. (416) 352-5258

     

     

    (e)           If
to 582556 Alberta Inc.

    C/o Pine
Tree Capital Corp.

    First
Canadian Place, Stock Exchange Tower 130 King Street
West

    Toronto,
Ontario

    P.O. Box
47, M5X IA9

    Attn: Mr.
Sheldon Inwentash

    Facsimile
No. (416) 941-9901

     

    Any such
notice, consent or waiver or other document shall (i) if delivered, be deemed to
have been given or made at the time of delivery, and (iii) if sent by facsimile,
be deemed to have been given or made at the time in which it was successfully
transmitted (unless transmission is received after normal business hours, in
which case the date of receipt shall be deemed to be the next business day). Any
party hereto may change its address for service by giving notice thereof to the
other parties hereto in accordance with this section.

     

    ARTICLE
12    ARBITRATION


     

    12.1All
disagreements or disputes arising between CPI, the Designate and each of their
successors
and assigns on the one part (all of whom shall be referred to as "Party I in
this

     

     

     

    
      
         

      

      
         

        
          
 

      

      
        18

      

    

     

    Article
12 only), and Ungava Exploration and Ungava Minerals, each of their successors
and assigns on the other part (all of whom shall be referred to as "Party 2" in
this
Article 12 only), which directly or indirectly arise from this Agreement, shall
be definitively
settled by arbitration in accordance with the Centre d'arbitrage commercial
national
et international du Quebec, thus excluding all recourse to the Courts.
Arbitration
shall be conducted in accordance with the Centre d 'arbitrage commercial
arbitration
regulations in force at the time of the execution of this Agreement, and Party I
and Party
2 hereto declare themselves to be bound by the said regulations. Excluded are
disagreements
or disputes which can be decided by the Small Claims Court of Quebec or
which
could be if the plaintiff reduced the claim to render the claim eligible before
the Court.
The Small Claims Court of Quebec shall then be fully authorized to settle the
disagreement
or dispute.

     

    12.2   Arbitration
shall be conducted by a single arbitrator. Within 7 days from the date that
one party
receives notice from the other party of a dispute or disagreement in writing,
one arbitrator
shall be appointed by Party I and a second arbitrator shall be appointed by
Party
2. The two arbitrators so appointed shall, within 14 days of the notice of
dispute, in turn select a third arbitrator to settle all matters arising from
the dispute. In the event that either Party I or Party 2, or their selected
arbitrators, fail to appoint an arbitrator within the
prescribed periods, the party in default of the time provisions shall
automatically accept
the arbitrator selected by the party not in default, as being the selected
arbitrator to settle all matters arising from the
dispute.

     

    12.3 An
arbitrator must be a practicing notary, advocate, or accountant, or a retired
justice of the
Superior Court of Quebec, and the arbitrator may act as he or she sees fit to
render a decision
as reasonable persons would in such circumstance. The arbitrator shall limit
himself
or herself to the question or dispute submitted, and the arbitrator's decision
shall be final
and not subject to appeal. Each member of Party I and Party 2 shall be obliged
 to
respect the decision of the arbitrator.

     

    12.4  Arbitration
fees shall be at the expense of the unsuccessful party.

     

    ARTICLE
13     MISCELLANEOUS

     

    13.1  This
Agreement including any applicable Schedules hereto constitutes the entire
agreement
between the parties and supersedes and replaces any other agreement or
arrangement.
There are not and shall not be any oral statements, representations,
warranties,
undertakings or agreements between the parties other than in this Agreement.
This
Agreement may not be amended or modified in any respect except by written
instruments
signed by the parties hereto.

     

    13.2  Time
shall be of the essence of this Agreement.

     

    13.3  All
parties hereto shall from time to time and at all times hereafter, without
further consideration,
do and perform all such further acts and things, and execute and deliver all
such
further agreements, assurances, deeds, assignments, conveyance notices, releases
and other documents and instruments, as may be reasonably be required to
complete the transactions contemplated herein in accordance with the intent and
purpose of this Agreement.

     

    
      
         

      

      
         

        
          
 

      

      
        19

      

    

     

    
      13.4 
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, successors and permitted assigns.
Neither this Agreement nor any rights or obligations hereunder may be assigned
by any party without the prior written consent of the other parties hereto, and
heirs, executors, successors and permitted assigns shall enter into an agreement
with the parties hereto to amend this Agreement in order that such heir,
executor, successor or permitted assignee is bound by the terms of this
Agreement as if it were an original signatory hereto.

    

     

    13.5  Any
reference to currency in this Agreement shall be deemed to be Canadian
currency.

    
       

      13.6 
If any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any jurisdiction, the illegality, invalidity or
unenforceability of that provision will not affect the legality, validity or
enforceability of the remaining provisions of this Agreement, or the legality,
validity or enforceability of that provision in any other
jurisdiction.

       

      
        13.7 
This Agreement shall be governed by and construed in accordance with the laws of
Quebec. Les parties reconnaissent leur volonte expresse que la presente entente
ainsi que tous les documents et contrats s'y rattachant directement ou
indirectement soient rediges en anglais.

      

    

     

    
      
        13.8
This Agreement may be executed in one or more counterparts, each of which
so executed shall constitute an original and all of which together shall
constitute one and the same Agreement, and delivery of executed counterparts by
facsimile shall be as effective as delivery of an
original.

      

    

     

     

    IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as
of the Effective Date.

     

     

    CANADIAN
ROYALTIES
INC.                                                              UNGAVA
MINERALS EXPLORATION INC.

     

    Per:      
Signed:  “Glen
Mullan”                                                             Per:       Signed:  “Glen
Erikson”

     

     

    GOGAMA
GOLD
INC.                                                                               UNGAVA
MINERALS CORP.

     

     

    Per:       Signed:  “Glen
Erikson”                                                             Per:       Signed:  “Glen
Erikson”

     

     

    582556
ALBERTA INC.

     

     

    Per:    Signed:  “Jeffrey
Kaufman”

     

     

    


    
      
         

      

      
         

        
          
 

      

      
        20

      

    

     

     

     

    SCHEDULE
"A"

     

     

    To the
Agreement dated January 12, 2001

     

    Between
Canadian Royalties Inc., Ungava Exploration Inc., Ungava Minerals Corp., Gogama
Gold Inc., and 582556 Alberta Inc.


     

    The
Property

     

     

    A)            PERMIT
PEM0000970 - Ungava 17,300 hectares

     

     

    B)           CLAIMS

     

     

    (i) Lac
Rinfret: 2521473, 2521474, 2521475, 2521485, 2521593, 2521594, 2521595,
2521603, 2521604, 2521605, 2521613, 521614, 2521615, 2521624, 2521625
and 2783272

     

     
(ii) Lac Fleury: 2521653, 2521654, 2521655, 2521661, 2521662, 2521663,
2521664,
2521665, 2521671, 2521672, 2521673, 2521674, and
2521675

    


     

     

    
      
         

      

      
         

        
          
 

      

      
        21

      

    

     

     

    SCHEDULE
"B"

     

     

    To the
Agreement dated January 12, 2001

     

    Between
Canadian Royalties Inc., Ungava Exploration Inc., Ungava Minerals Corp., Gogama
Gold Inc., and 582556 Alberta Inc.

     

     

     

     

     

     

    Form
of Conveyance Agreement in accordance with Article 4.2

     

     

    
      
         

      

      
         

        
          
 

      

      
        22

      

    

     

    
 

     

    CONVEYANCE
AGREEMENT

     

     

    THIS
AGREEMENT dated the 12th day of January, 2001.

     

     

    BETWEEN:

     

    CANADIAN
ROYALTIES INC., a corporation incorporated pursuant to the laws of the Province
of Alberta (the "CRY")

     

    OF THE
FIRST PART

     

    -      and
-

     

    GOGAMA
GOLD INC., a corporation incorporated pursuant to the laws of Alberta
("Gogama")

     

             
OF THE SECOND PART

     

    -      and
-

     

     

    582556
ALBERTA INC., a corporation incorporated pursuant to the laws of
Alberta,

     

    ("Alberta")

     

     

    WHEREAS
Gogama and Alberta have a right to a 2% NSR on a mining property located
in

     

    Ungava,
Quebec, registered as PEM 000970 (which includes various mining claims
thereunder) at the Ministere
des Ressources Naturelles du Quebec (MRN), and each of Gogama and Alberta
wish to transfer their interest in and to the 2% NSR to CRI, and CRI is
desireous of purchasing such NSR, subject to the terms and conditions set out
herein.

     

    NOW
THEREFORE for the consideration provided in the Joint Venture Agreement, as
hereinafter
defined, and in consideration of the premises hereto and the covenants and
agreements
hereinafter set forth and contained, the parties hereto covenant and agree as
follows:

     

    1           Definitions

     

    "Joint
Venture Agreement" means the agreement entitled "Agreement" made January 12,
2001 between CRI, Gogama, Alberta, and two other parties, being Ungava
Exploration Inc. and Ungava Minerals Corp. "Gogama
Agreement" means the agreement entitled "Vending Agreement", a copy of which
is
attached hereto as Schedule "A", made as of the 20th day of January, 1995
between Gogama
and Ungava Exploration Inc., pursuant to which Gogama and Alberta were granted
a several
interest in and to the Gogama NSR, as that term is defined in the Joint Venture
Agreement.

     

     In
addition, the definitions provided for in the Joint Venture Agreement are
incorporated herein by this
reference, and are marked in bold print.

    


    
      
         

      

      
         

        
          
 

      

      
        23

      

    

     

     

    2.       
Conveyance

     

    Gogama
and Alberta, pursuant to and for the consideration provided for in the
Joint
Venture Agreement, the receipt and sufficiency of such consideration being
hereby acknowledged
by each of Gogama and Alberta, hereby sell, assign, transfer, convey and set
over to CRl the entire right, title, estate and interest of each of Gogama and
Alberta in and to the Gogama
NSR, to have and to hold the same absolutely, together with all benefit and
advantage to be derived therefrom.

     

    3.       
Subordinate
Documents

     

    This
agreement is executed and delivered by the parties hereto pursuant to and for
the
purposes of the provisions of the Joint Venture Agreement and the provisions of
the Join Venture
Agreement shall prevail and govern in the event of a conflict between the
provisions of the Joint Venture Agreement and this
agreement.

     

    4.        
Enurement

     

    This
agreement shall be binding upon and shall enure to the benefit of the parties
hereto and their respective heirs, executors, successors and permitted assigns.
Neither this agreement
nor any rights or obligations hereunder may be assigned by any party without the
prior written consent of the other parties hereto.

     

    5.        
Further
Assurances

     

    Each
party hereto will, from time to time and at all times hereafter, at the request
of the
other party but without further consideration, do all such acts and execute and
deliver all such
further documents as shall be reasonably required in order to fully perform and
carry out the terms hereof.

     

    6.        
Counterpart

     

    This
agreement may be executed in one or more counterparts, each of which so
executed
shall constitute an original and all of which together shall constitute one and
the same agreements, and delivery of executed counterparts by facsimile shall be
as effective as delivery of an original.

    


     

     

    
      
         

      

      
         

        
          
 

      

      
        24

      

    

     

     

    IN
WITNESS WHEREOF the parties hereto have executed this Conveyance Agreement as of
the date first written above.

     

     

    CANADIAN
ROYALTIES
INC.                                                                                     GOGAMA
GOLD INC.

     

    Per:_______________________________                                                              Per:_________________________________

     

     

     

    582556
ALBERTA INC.


     

    Per:
_______________________________

     

     

     

     

    
      
         

      

      
         

        
          
 

      

      
        25

      

    

     

    


     

     

    SCHEDULE
"A"

     

    to the
Conveyance Agreement between Canadian
Royalties Inc., Gogama Gold Inc., and 582556 Alberta
Inc.

     

     

     

     

     

     

    VENDING
AGREEMENT DATED JANUARY 20, 1995

    BETWEEN
GOGAMA GOLD INC. AND UNGAVA EXPLORATION INC.

    


     

     

     

    
      
         

      

      
         

        
          
 

      

      
         

      

    

     

     

    THIS
VENDING AGREEMENT made as of the 20th day of January, 1995.

     

    BETWEEN:

     

    GOGAMA
GOLD INC., a corporation continued under the
laws of the Province of Alberta,

     

    (herein
called the 'Vendor")

     

    OF THE
FIRST PART

     

    and

     

    UNGAVA
EXPLORATION INC., a corporation incorporated under the laws of the Province of
Quebec,

     

     

    (herein
called the “Purchaser”)

     

     

    OF THE
SECOND PART

     

     

        WHEREAS
the Vendor owns all right, title and interest in and to a mineral disposition,
located In the Ungava area of Ruperts Land, Province of Quebec, more
particularly described in Schedule "A" annexed hereto (herein called the
"Disposition');

     

        AND
WHEREAS the Vendor is desirous of transferring a 100 % working interest in and
to the Disposition to the Purchaser, upon the terms and conditions contained
herein;

     

    NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and
for other good and valuable consideration and the payment of ten ($10.00)
dollars by each parry to the other, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby covenant and agree each with the
other as follows:

     

    1    The
Vendor hereby sells. grants, transfers and assigns all of its right, title and
interest in and to the disposition to the Purchaser for valuable consideration
herein described.

     

    2.        The
Vendor and Purchaser agree that a 2% net smelter returns royalty in the
Disposition as defined
in Schedule “B” hereto shall be reserved in favour of the Vendor as to one-half
interest therein and in favour of 582556 Alberta Inc. as to one-half interest
therein and to 582556 Alberta Inc. as to one-half interest
therein.

     

    3.    The
Vendor does hereby transfer and assign to the Purchaser 100% working interest in
the Disposition,
subject to the 2% royalty referred to above, in consideration of 5,000,000
common
shares of the Purchaser, issued from treasury to Quegama Inc. as to 1,500,000
shares and to 9010-4530 Quebec Inc. as to 3,500,000 shares, each with a paid up
value and deemed value of $0.10.

     

    4.        The
Vendor warrants and represents to the Purchaser, upon which warranties and
representations
the Purchaser relics, as follows:

     

    


    
      
         

      

      
         

        
          
 

      

      
        -2-

      

    

     

     

    (a)           that
the Vendor is the sole, exclusive and beneficial owner of the Disposition, which
is not
subject to any mortgages or other encumbrances;

     

    (b)          that
the Vendor has not heretofore dealt with its right, title and interest in and to
the disposition;

     

    (c)          that
the Vendor has the right and authority to enter into this
Agreement;

     

    (d)         that
all of the Disposition is presently in good standing under the limitations and
restrictions
of the laws of the Province of Quebec;

     

     
(c)          that all taxes
and all other governmental levies and charges which may have accrued
against
or upon the Disposition have been paid; and

     

     
(t)          that the
Purchaser shall have quiet possession of the disposition.

     

    5.           Any
notice required to be given by either party to any other herein shall be in
writing and shall be well
and sufficiently given if sent by registered mail, postage
pre-paid,

     

    to the
Vendor:

     

    Gogama
Gold Inc.

     c/o
Erikson & Associates

    Suite
2805, Box 175

    The
Exchange Tower

    2 First
Canadian Place

    Toronto,
Ontario

    M5X
1C7

     

    to the
Purchaser:

     

    Ungava
Explorations Inc.

    Bureau
200

    1091
Chemin St. Louis

    Sillery,
Quebec

    G1S
1E2

     

    The
parties may by written notice alter their address for service of
notices.

     

    
      	
               
      

            	
              6.

            	
              All
      notice given herein shall be deemed received three (3) days after posting
      in a post office box. PROVIDED, HOWEVER, that if there should be a postal
      strike, slow-down or other labour dispute which may affect the delivery of
      the notice through the mail between the time of mailing and the actual
      receipt of the notice, then the notice shall be effective only if actually
      delivered.

            


    

     

     

     

     

    
      
         

      

      
         

        
          
 

      

      
        -3-

      

    

     

     

    
      	
               
      

            	
              7

            	
              The
      parties hereto agree that they shall execute all such other documents and
      further assurances as may reasonably be required to give effect to the
      intent expressed herein.

            


    

     

     

    8.          The
Vendor shall forthwith deliver to the Purchaser upon the execution of this
Agreement a registrable transfer
of an undivided 100% working interest in and to the Disposition which may
be
registered by the Purchaser. The Vendor shall be entitled to register notice of
the net smelter
returns royalty against title to the Disposition.

     

    9.           All
payment of funds referred to in. this Agreement shall be in Canadian
currency.

     

    10.          This
Agreement shall be construed in accordance with the laws of the Province of
Ontario.

     

    11.        This
Agreement and Schedules “A” and “B” annexed hereto, supersede all prior
negotiations, undertakings
and agreements between the parties with respect to the subject matter hereof,
and this Agreement
and its schedules constitute the entire agreement of the parties respecting the
matters
herein contained.

     

     
12.          No amendment,
modification, alteration, or waiver of the terms of this Agreement shall be
binding
unless made  in writing and executed by the parties hereto or their
successors and assigns.

     

     
13.          Subject to the
terms and provisions hereof, this Agreement shall be binding upon the enure to
the
benefit of the parties hereon, their respective heirs, executors,
administrators, successors and
assigns, as the case may be.

     

     

     
14.          Any party hereto
shall be entitled to register the Agreement of notice hereof against title to
the Disposition.

     

    IN
WITNESS WHEREOF the parties hereto have executed this Agreement on the day and
year first above written.

     

     

    SIGNED,
SEALED and
DELIVERED                                    
)    GOGAMA GOLD INC.

        )

        )

        )

        )           Per:      Signed:  “Glen
Erikson

        )                      A.S.O.

        )

        )

        )    UNGAVA
EXPLORATION INC.

        )

        )

        )

        )           
Per:      Signed:  “Glen
Erikson

        )                      A.S.O

     

     

     

     

     

     

    
      
         

      

      
         

        
          
 

      

      
         

      

    

     

    


     

     

     

     

    SCHEDULE
"A"

     

    to the
vending Agreement dated

     

    the 20th
day of January, 1995

     

    between
Gogama Gold Inc and

     

    Ungava Exploration
Inc.

     

     

     

     

    Property
and Location

     

     

     

    A)    PERMIT
PEM000970 - Ungava  17,300  hectares

     

    
      B)    
(i)
Lac Rinfret: 2521473,
2521474,
2521475,
2521485,
2521593,
2521594,  2521595, 
2521603,
2521604,
2521605, 
2521613,
2521614,
2521615, 
2521624,
2521625 and
2783272

    

     

    
      (ii)Lac Fleury: 
2521653,
2521654, 2521655, 2521661, 2521662, 2521663, 2521664, 2521665,
2521671, 2521672, 2521673, 2521674, and
2521675



     

    
      
         

      

      
         

        
          
 

      

      
         

      

    

     

    SCHEDULE
“B”

     

     

    to the
Vending Agreement

    of the
20th day of January, 1995

     between
Gogama Gold Inc. and

    Ungava
Exploration Inc.

     

     

    I. If ore
is mined from the Disposition and milled or concentrated by the Purchaser or its
successors
in interest, It shall pay equally to Gogama Gold Inc. and 582556 Alberta Inc.
(herein only collectively
referred to as the “Vendors”) or their respective successors in interest, a
royalty equal to two (2%)
per cent of the net smelter returns realized. or deemed to be realized as
hereinafter provided,
from the sale or other disposition of concentrates derived from such ore. For
the purpose hereof “
net smelter returns” means the net amount paid by the smelter purchasing such
concentrates, after deduction of the treatment charges, penalties and such
other deductions made by the smelter from the
full metal content of economically recoverable minerals contained in such
concentrates and after
deductions of the cost of delivering such concentrates from the concentrator to
such smelter. In the event
that such concentrates are sold to or further processed by the Purchaser or the
Vendors or any
affiliate or associate (within the meaning of the Securities Act (Ontario)) of
any of them or their respective successors
in interest, the net smelter returns realized shall be deemed to be equal to the
fair
market value of such concentrates F.O.B.  the concentrator, which
shall be determined by using the
prices and terms quoted by the smelter closest to the mine dealing at arm's
length with the Purchaser
and the Vendors and their respective successors in interest, making due
allowances for the cost of
delivering such concentrates from the concentrator to such smelter. In the even
that ore mined from the
Disposition is sold, as such, to the Vendors or to a purchaser not dealing at
arm's length with the
Purchaser or their respective successors in interest, the net smelter returns
realized shall be deemed to
be equal to the gross metal value of economically recoverable minerals contained
in such ore after
deduction of the cost of delivering such arc from the mine head to the said
purchaser.

     

    2.
Payments of the net smelter returns royalty shall be made at least quarterly
within thirty (30) days
after the calendar quarter for which the royalty is payable and shall be
accompanied by reasonable
details concerning the basis on which it was computed. The amount of any
quarterly royalty
may be estimated. Payment for the last quarter of the calendar year shall be
subject to adjustment,
further payments or repayments of royalty as the case may be by the party
affected. The statement
of net smelter returns royalty for the calendar year shall be audited at the
expense of the Purchaser
or its successors in interest within ninety (90) days of the calendar year end
by a firm of chartered
accountants, which may be a firm used otherwise by the Purchaser or its
successors in Interest.
The Vendors or their successors in interest shall have ninety (90) days after
receipt of the audited
statement for the calendar year to object thereto, and failing such objection
the audited statement
shall be final. In the event any objections so raised by the Vendors or their
successors in interest
cannot be amicably resolved within sixty (60) days, they shall have the right to
conduct, at their
expense, an independent audit by another firm of chartered accountants, which
may be a firm used
otherwise by them, and if any objections remain after such audit has been
conducted, the matter in
dispute shall be submitted to arbitration, as provided for in this Schedule. Any
payments or repayments
or royalty required by any final audit shall be made immediately by the party
affected.

     

    3.(a) Any
dispute concerning the terms of the Agreement of 20 January, 1995 annexed, or
the calculation
of the net smelter returns royalty payable hereunder, shall be finally settled
by arbitration.

     

     

     

    
      
         

      

      
         

        
          
 

      

      
         

      

    

     

     

     (b)
It shall be a condition precedent to the right of either the Purchaser or the
Vendors or their respective successors in interest to submit any matter to
arbitration pursuant to the provisions hereof, that such party shall have given
not less than ten (10) days prior written notice of its intention to do so to
the other Party. On the expiration of such ten (10) days the party who gave such
notice (the “Referring Party”) may proceed to refer the dispute to
arbitration as herein provided.

     

    (c) The Referring Party
shall proceed to refer the dispute to arbitration by appointing one arbitrator
(the “Referring Party's Arbitrator”), and shall notify the other party (the
“Responding Party”), of such appointment, and the Responding Party, within
fifteen (15) days after receiving notice of the appointment of the
Referring Party's Arbitrator, shall appoint one arbitrator (the “Responding
Party's Arbitrator”), and the arbitrators so named, before proceeding to act and
within thirty (30) days of their appointment, shall agree unanimously on
the appointment of a third arbitrator to act with than and be chairman (the
"Chairman") of the arbitration and proceed to determine the matter as
herein provided.

     

    (d) If
the Referring Party's Arbitrator and the Responding Party's Arbitrator shall be
unable to agree on the appointment of the chairman, a judge of the Supreme Court
of Ontario shall appoint a chairman (the “Chairman”), on the application of
either party.

     

    (e) If
the Responding Party shall fail to appoint an arbitrator within fifteen (15)
days after receiving notice of the appointment of the Referring Party's
Arbitrator, then the Referring Party's Arbitrator shall act to appoint a second
arbitrator who shall be chairman of the arbitration and the Referring Party's
Arbitrator and the chairman so appointed (the 'Chairman") shall proceed to
determine
the matter as provided herein.

     

    (f) The
Chairman shall fix a time and place in Toronto, Ontario for the
purpose of hearing the evidence
and presentations of the parties, and he shall preside over the arbitration and
determine all questions
of procedure not herein provided for. After hearing any evidence and
representations that each
party may submit, the arbitrators shall make an award and reduce the same to
writing and deliver one copy
thereof to each party. Each party agrees that the award of a majority of the
arbitrators shall be final
and binding upon each of them and there shall be no appeal therefrom The cost of
the arbitration
shall be paid as specified in the award. A judgment may be entered upon the
award made pursuant to such arbitration in a court of competent
jurisdiction.

     

    (g)
Gogama Gold Inc., the Vendors and their successors in interest shall
collectively be entitled
to appoint one arbitrator, and the Purchaser and its successors in interest
shall collectively be entitled to appoint one
arbitrator.

     

     

     

    Signed:
“Glen
Erikson                                                          
 Signed: “GlenErikson

     _____________________________________             ________________________________

    Gogama
Gold
Inc.                                                                    
Ungava Exploration Inc.