Hermann
Derbuch
 President
 155
University Ave., Suite 1250
 Toronto,
Ontario, Canada
 M5H
3B7
 
 July
28, 2004
 
 Via
email to: info@twinmining.com
 
 **RE:**  **Jackson
Inlet Property, Nunavut - Proposed Letter Agreement**
 
 Dear
Hermann:
 
 I
am proposing the following terms for a financing, initial work program and
subsequent option agreement on the Jackson Inlet Project (defined below),
Nunavut. Once signed, the parties agree that this letter agreement is binding
until replaced by the formal Option and JV Agreement described below and the
parties agree to negotiate in good faith to settle the terms of such Option and
JV Agreement reflecting the terms hereof and other standard industry terms as
soon as possible.
 
 **Financing
and Option**
 
 Subject
to the terms hereof, Stornoway shall acquire, by way of private placement (the
“ **Private
Placement** ”)
2,250,000 units (the **“Units** ”)
of Twin Mining Corporation (“ **Twin** ”)
at $0.20 per unit for gross proceeds of $450,000, each Unit comprising one
common share and one common share purchase warrant, with each whole warrant
being exercisable to purchase one common share of Twin for two years at $0.24
per share. The Private Placement will be completed within 5 business days
following receipt of all Stock Exchange and Board approvals referred to herein.
Upon completion of the Private Placement, Twin hereby grants Stornoway an
exclusive option (the " **Option** ")
to acquire a 51% interest in the mineral claims described in Schedule A hereto
(the " **Jackson
Inlet Project** ")
on the terms set out below and upon exercise of the Option the parties agree
that they will carry on exploration, development and mining activities on the
Jackson Inlet Project as a joint venture operating under the principal terms set
out in Schedule "B" hereto and such other terms as may be agreed by the
parties.
 
 **Preliminary
Program**
 
 Subject
to closing of the Private Placement by Stornoway, Twin hereby commits to
completing, as operator, and fully funding a minimum $ 900,000 exploration
program (the " **Preliminary
Program** ")
on the Jackson Inlet Project and delivering to Stornoway a notice of completion
of such program together with a detailed report (in the form required by
National Instrument 43-101 of the Canadian Securities Administrators) (the
" **Jackson
Inlet Project Report** ")
on the Jackson Inlet Project, which report must include the results of the
Preliminary Program, including the results of an airborne geophysical survey of
the Jackson Inlet Project, within 12 months of closing the Private Placement
with Stornoway or within 3 months of flying the airborne geophysical survey,
which ever is later. The Preliminary Program to be completed shall be approved
by both Stornoway and Twin. Twin and Stornoway agree that the company performing
the airborne survey(s) to be completed under the Preliminary Program will be
instructed to hold and not release to any person all airborne data generated by
such survey(s) until it has received a direction (the " **Direction
to Release Data** ")
to release such data signed by each of Stornoway and Twin.. Stornoway and Twin
agree that they will have no obligation to sign a Direction to Release Data
until both parties have settled and executed the Option and JV Agreement. If
Twin is unable to complete the airborne survey forming part of the Preliminary
Program in 2004, Twin agrees to complete such survey as early as practicable in
2005.
 
 
 Subject
to closing of the Private Placement, if Twin fails to complete and fully pay for
the agreed Preliminary Program within the foregoing time period, Stornoway shall
have the right to complete the unfinished parts of the agreed Preliminary
Program and the preparation of the Jackson Inlet Project Report at its own
expense over the following 12 months and shall have the right to give notice to
Twin within 30 days of Stornoway's completion of the Jackson Inlet Project
Report that it elects to start earning an interest in the Jackson Inlet Project
and commits to incurring a minimum of $ 1,000,000 in exploration expenditures on
the Jackson Inlet Project within 12 months of the date of such notice. In such
event, notwithstanding the other provisions hereof, Stornoway will have an
option to earn an initial interest equal to:
 
 Stornoway's
Deemed Expenditures
 Stornoway's
Deemed Expenditures + Twin's Deemed Expenditures
 
 Where:
 
 "Stornoway's
Deemed Expenditures" are $3,450,000 plus the amounts spent by Stornoway on the
Preliminary Program
 
 and
 
 "Twin's
Deemed Expenditures" are $3,314,706 less the difference between the cost of the
full Preliminary Program and the amount spent by Twin on the Preliminary
Program.
 
 **Representations
and Covenants of Twin**
 
 Twin
hereby represents and warrants to Stornoway:
 
 1.
    in
      connection with the Private Placement,
that:
 a.
    Twin
      has been duly incorporated and is validly subsisting and in good standing
      under the laws of its jurisdiction of
incorporation,
  b.
    Twin
      is a reporting issuer under the securities laws of British Columbia,
      Alberta and Ontario,
  - 2
-
 c.
    the
      authorized capital of Twin consists of an unlimited number of common
      shares without par value, an unlimited number of first preferred shares
      and an unlimited number of second preferred shares of which 94,352,178
      common shares, no first preferred shares and no second preferred shares
      are issued and outstanding on the date
hereof,
  d.
    Twin's
      shares are listed and posted for trading on the Toronto Stock Exchange,
      and
  e.
    no
      order ceasing or suspending trading in securities of Twin nor prohibiting
      the sale of the Units has been issued and remains outstanding against
      Twin; and
 
 f.
    Twin
      is entitled and has the right to enter into agreements on the claim block
      which is subject to the "Option" between Twin and Stornoway unaffected by
      the "Helix" Agreement with the exception of approximately 10% of the
      claims, which are subject to the Gross Royalty Agreement and NPI
      Agreement. The Helix Claim Purchase Agreement does not apply to any of the
      "Stornoway Option" claim block.
 
 2.
    in
      connection with the proposed Option (defined below) that the
      representations and warranties set out in Schedule "C" hereto are true and
      correct at the date hereof and will be included as representations and
      warranties in the Option and JV Agreement.
 
 Twin
hereby covenants to Stornoway that Twin shall make all Helix Payments (as
defined in the "Helix Agreements" described in Schedule C hereto) and not
otherwise take any action or fail to take any action which would jeopardize
Twin's rights to the Jackson Inlet Project.
 
 **Representations
and Covenants of Stornoway**
 
 Stornoway
hereby represents and warrants to Twin as follows:
 
 1.
Stornoway has been duly incorporated and is validly subsisting and in good
standing under the laws of its jurisdiction of incorporation;
 
 2.
Stornoway qualifies as an “accredited investor” as defined under Multilateral
Instrument 45-103 and is purchasing the Units as principal for investment
purposes; and
 
 3.
Stornoway shall comply with all relevant securities legislation and the
requirements of the Toronto Stock Exchange in respect of any resale of the
common shares and warrants comprising the Units and the common shares issuable
on exercise of the warrants.
 
 **The
Option**
 
 To
exercise the Option and earn a 51% interest in the Jackson Inlet Project,
Stornoway must:
 
 1.
    deliver
      a notice to Twin, within 30 days of receipt of notice from Twin that it
      has completed the $ 900,000 exploration program and receipt from Twin of
      the Jackson Inlet Project Report, that Stornoway elects to start earning
      an interest in the Jackson Inlet Project and commits to incurring a
      minimum of $ 1,000,000 in exploration expenditures on the Jackson Inlet
      Project within 12 months of the date of Stornoway's notice;
  - 3
-
 2.
    incur
      aggregate exploration expenditures of $3,000,000 on the Jackson Inlet
      Project over the three years after the date of Stornoway's notice under
      part 1 above, such expenditures to be incurred as
  follows:
 
 Anniversary
      of Stornoway Notice
    Required
      Minimum Exploration ExpendituresOn
      or before the First Anniversary
    $1,000,000
      total exploration expendituresOn
      or before the Second Anniversary
    $1,000,000-
      ($ 2,000,000cumulative)On
      or before the Third Anniversary
    $
      1,000,000 ($3,000,000 cumulative)
 
 Stornoway
agrees that if it delivers the notice under part 1 above, the $ 1,000,000 first
year expenditures are a firm commitment by Stornoway but that all further
exploration expenditures which must be incurred to exercise the Option are
optional.
 
 In
the event Stornoway does not incur the required minimum or aggregate exploration
expenditures within the requisite time period but wishes to keep the Option in
good standing, it shall be entitled to do so by making a non-refundable payment
to Twin equal to the difference between the required minimum or aggregate
Expenditures and the amount of Expenditures actually incurred before the end of
the relevant period.
  Stornoway
shall complete the necessary filings to have the work done on the Jackson Inlet
Project by Stornoway applied as assessment credits on the Jackson Inlet
Project.
  3.
    make
      the following cash payments to Twin over three years after the date of
      Stornoway's notice under part 1 above:
 
 Anniversary
      of Stornoway Notice
    Required
      Cash Payments to TwinOn
      or before the First Anniversary
    $30,000
      cash paymentOn
      or before the Second Anniversary
    $40,000
      cash paymentOn
      or before the Third Anniversary
    $50,000
      cash payment
 
 - 4
-
 Upon
satisfying conditions 1, 2 and 3 above, a 51% interest in the Jackson Inlet
Project shall vest in Stornoway.
  There
will be allowances for a force majeure such as weather on all of the
expenditures and payments to Twin contemplated in any year.
  For
the purposes of this agreement, the term "exploration expenditures" shall refer
to costs incurred on reclamation of the Jackson Inlet Project and on exploration
and development activities directed towards disclosure and definition of an ore
body on the Jackson Inlet Project, including payments required to maintain the
Jackson Inlet Project in good standing, monies expended in paying the fees,
wages, salaries, travelling expenses and fringe benefits of all persons engaged
in work with respect to or for the benefit of the Jackson Inlet Project and
which are attributable to such persons work on the Jackson Inlet Project and an
overhead fee equal to 10% of exploration expenditures incurred by Stornoway in
relation to the Jackson Inlet Project, except third party contracts which exceed
$50,000 in a single year for which the overhead fee will be 5%.
 
 **Operator**
 
 During
the period after it delivers the notice under part 1 above and until it
exercises the Option or the Option expires unexercised, Stornoway shall be the
operator of all exploration programs on the Jackson Inlet Project.
 
 For
exploration programs the operator shall be entitled to charge a management fee
of 10%, except for contracts of total value greater than $50,000 where the
operator will instead be entitled to a management fee of 5%.
 
 **Right
to Drop Claims**
 
 Stornoway
must give 30 days notice to Twin of its intention to drop any portion of the
Jackson Inlet Project and upon expiry of such 30 day period:
  1.
    Stornoway
      shall have no further responsibility to maintain in good-standing the
      portion(s) of the Jackson Inlet Project in respect of which it gave notice
      provided that sufficient work has been completed on the Jackson Inlet
      Project to satisfy the expenditure requirements under the Canada Mining
      Regulations to allow Twin to retain such Project for at least six months
      after the date Stornoway gives such notice;
and
  2.
    the
      portion(s) so dropped will be excluded from the terms of the option and
      for the purposes of this agreement thereafter the term " Jackson Inlet
      Project " herein will exclude such dropped land, except for the purposes
      of determining the aggregate exploration expenditures incurred on the "
      Jackson Inlet Project " which throughout will be based on the exploration
      expenditures on the retained and all dropped
ground).
  Stornoway
shall be prohibited from staking any of the claims so dropped for a period of 12
months following the date of the notice of intention to drop such
claims.
 
 - 5
-
 The
proviso to dropping claims in item 1 above requiring sufficient expenditures for
a six month period only applies in respect of those claims forming part of the
Jackson Inlet Project that have had sufficient work completed and filed on it by
Twin to satisfy the expenditure requirements under the Canada Mining Regulations
for a period of one year after the date Stornoway delivers its notice electing
to proceed with earning an interest in the Jackson Inlet Project.
 
 After
the $1,000,000 firm commitment has been incurred Stornoway may terminate the
Option with a 30-day notice period provided that Stornoway shall be prohibited
from staking any of the claims comprising the Jackson Inlet Project for a period
of 12 months following termination of the Option.
 
 **Area
of Interest**
 
 There
will be mutual five-kilometre area of interest from exterior boundaries of the
property for any newly acquired claims providing that there is no conflict with
pre-existing agreements.
 
 **Exploration
Committee**
 
 During
the Option, an Exploration Committee shall be formed comprising two persons
appointed by each of Stornoway and Twin. Exploration Committee meetings shall be
held within 30 days of the receipt of final reports for the previously completed
program. The Exploration Committee shall approve all exploration programs. In
the event the Exploration Committee is not in unanimous agreement on the
proposed exploration programs, Stornoway shall have the final and casting
vote.
 
 **Formation
of Joint Venture**
  As
soon as possible following the closing of the Private Placement, Twin and
Stornoway agree to negotiate in good faith to settle the terms of and enter into
a more formal agreement (the " **Option
and JV Agreement** ")
reflecting the terms set out herein and other standards industry terms. Subject
to the provisions above regarding Stornoway completing the Preliminary Program,
the Option and JV Agreement shall provide that:
  1.
    once
      the Option is exercised, a joint venture for the future exploration and
      development of and mining at the Jackson Inlet Project will be immediately
      constituted in which the initial Interest of each party shall be 51%
      Stornoway:49% Twin;
  2.
    Twin
      shall convey to Stornoway a 51% Interest in the Jackson Inlet Project from
      the 100% interest which it holds; and
  3.
    the
      joint venture to be formed under the Option and JV Agreement shall have
      the general terms set out in Schedule B hereto and other standard industry
      terms agreed by the parties.For
      the purpose of the joint venture and dilution of interests therein, upon
      the formation of the joint venture, each party will have deemed
      expenditures equal to:
  - 6
-
 Stornoway:
    $3,450,000Twin:
    $3,314,706
 **Currency**
 
 All
figures in this agreement are quoted in Canadian Dollars.
 
 **Applicable
Law**
 
 This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia.
 
 **Assignment**
 
 If
either party wishes to sell all or any part of its interest in the Jackson Inlet
Project, that interest shall be sold subject to the terms of this agreement (or
any successor agreement) (including the right of first refusal below) and cannot
be completed without the consent of the other party, such consent not to be
unreasonably withheld.
 
 **Right
of First Refusal**
 
 Until
formation of the Joint Venture Stornoway shall have a right of first refusal on
Twin’s interest in the Jackson Inlet Project. In turn, Twin will have a right of
refusal on Stornoway’s rights to earn an interest in the Jackson Inlet
Project.
 
 **Due
Diligence Period**
 
 Stornoway
shall have a period of 10 business days after this agreement is accepted by Twin
to conduct due diligence with respect to Twin and the Jackson Inlet Project.
This agreement is subject to Stornoway being satisfied with its due diligence
investigations.
 
 **Exchange
Approval**
 
 This
agreement is subject to the approval of the Toronto Stock Exchange for the
Private Placement by Twin, which approval Twin will forthwith use its best
efforts to obtain.
 
 **Board
Approval**
 
 This
agreement is subject to the approval of the Board of Directors of Stornoway and
is subject to the approval of the Board of Directors of Twin.
 
 **Time
of the Essence**
 
 Time
shall be of the essence in the performance of this agreement.
 
 - 7
-
 If
the preceding terms are acceptable to you, please countersign this agreement in
the space provided below, whereupon this agreement will be binding on Stornoway
and Twin. We will then arrange for the Option and JV Agreement to be
drafted.
 
 Sincerely,
 
 **STORNOWAY
DIAMOND CORPORATION**
 Per:
 
 /s/
Eira Thomas
 
 Eira
Thomas
 President
 
 
 Accepted
and Agreed this ***12*** ***th*** ****** day
of July, 2004.
 
 **TWIN
MINING CORPORATION**
 
 
 Per: /s/Hermann
Derbuch
 Authorized
Signatory
 
 Hermann
Derbuch, P. Eng.
 Chairman,
President & CEO
 Twin
Mining Corporation
 Hermann
Derbuch, Chairman, President & C.E.O.
 Print
Name & Title
 
 - 8
-
   **SCHEDULE
"A"**
  **DESCRIPTION
OF JACKSON INLET PROJECT**
  
  **Name**
    **Record
      Number**
    **Size
      (ha)**
    **In
      Good Standing Until**
 
 
    **SCHEDULE B**
 **JACKSON
INLET PROJECT JOINT VENTURE TERMS**
  **1.**
    **Participating
      Interests**
  Initial
interests and initial investments will be as set forth in the letter agreement
to which this is attached, subject to adjustment if a participant elects not to
participate (by simple dilution of interest—see item 5 below) or, having elected
to participate, defaults in paying its cost share (by double dilution of
interest—see item 5 below).
  **2.**
    **Management
      Committee**
  The
joint venture will be under the management of a management committee consisting
of two representatives of each participant, with each participant's
representatives collectively holding one vote for each tenth of a percent of
such participant's interest, and decision-making on the basis of a majority vote
with a casting vote for the operator.
  Notwithstanding
the foregoing, the matters hereafter enumerated will require the approval of not
less than 662/3% of the votes entitled to be cast by the
participants:
  (a)
an exploration or development program requiring aggregate expenditures in excess
of 150% of the aggregate amount expended in the prior calendar
year;
  (b)
the terms of engagement of the operator, other than as agreed to in the Option
and JV Agreement;
  (c)
any decision to act or not to act which would breach any instrument or agreement
under which title to the Jackson Inlet Project or the joint venture’s assets are
held; and
  (d)
the voluntary suspension of operations, following the commencement of mining,
for more than 30 days in any 12-month period or the permanent shutdown of the
operation.
  **3.**
    **Operator**
  (a)
    Stornoway
      will be the first operator and remain so unless its interest is reduced
      below 50% or it resigns or is removed for default. Upon Stornoway ceasing
      as operator, the participant other than Stornoway with the highest
      interest shall be the operator.
  (b)
    The
      non-operator may refer question of operator default to arbitration if it
      is outvoted on a management committee motion to remove the operator for
      default.
  (c)
    The
      operator must keep the property in good standing and free of encumbrances,
      comply with laws, and maintain proper books and accounts and adequate
      insurance.
  (d)
    The
      operator must conduct joint venture activities according to approved
      programs and budgets, with sole responsibility for non-approved overruns
      exceeding 20% on exploration programs and 15% on development and other
      programs, and otherwise in accordance with good mining
      practices.
  (e)
    The
      operator will have the right to cash call in advance to cover anticipated
      approved program expenditures, including a reasonable amount of working
      capital.
  
 (f)
    The
      operator's charges for overheads will be: 10% of exploration costs,
      reduced to 5% on any single third party contract exceeding 50,000; 5% of
      construction costs; and 3% of operating costs. This charge is intended as
      a reimbursement of the costs of the time incurred by head office
      management and support functions in respect of approved programs on the
      project, which is not otherwise billed as a cost. The charge has been
      established as an estimate of anticipated administrative costs and on the
      basis that the party acting as Operator shall not profit nor suffer loss
      by virtue of providing these services.
  (g)
    The
      operator will have a lien on the non-operator's interest to secure the
      non-operator’s cost share of expenditures, and the right to advance the
      cost share of a party in default.
  **4.**
    **Programs**
  (a)
    Prior
      to a production decision, the operator will submit annual exploration
      programs for management committee approval, and will report on results on
      a quarterly basis.
  (b)
    Unless
      a feasibility study was delivered prior to the formation of the joint
      venture, the operator may propose a program for a feasibility study at any
      time.
  (c)
    A
      development program will be prepared by operator based on an approved
      feasibility study.
  (d)
    Each
      party must finance its own cost share of development costs, with the right
      to pledge its interest for such purpose.
  (e)
    After
      commencement of commercial production, operator will submit annual
      operating programs for management committee
approval.
  (f)
    Super
      majority (2/3rds) position on spending, on programs that exceed 150% of
      the cost of the previous program.
  **5.**
    **Participation
      in Programs and Dilution**
  (a)
    Participants
      will have an election as to whether to participate in any approved
      exploration program or approved development
program
  (b)
    Electing
      to participate in an approved program will make a participant liable for
      its cost share of all expenditures for that
program.
  (c)
    Electing
      not to participate in an approved program or electing to contribute a
      lesser amount than as would be required by a party’s interest as it exists
      immediately prior to commencement of the program will result in dilution
      of interest, i.e. at any time, each party's interest may be calculated as
      follows:
  amount
contributed and deemed to have been contributed to date by
party
 amount
contributed and deemed to have been contributed to date by all
parties
  and
the contributing party's interest will be correspondingly
increased.
 
 B -
2
 (d)
    Notwithstanding
      (c) above, in the case of a development program which involves
      construction of mining facilities and bringing a mine to commercial
      production based on a feasibility study, a party electing to participate
      in such program in an amount less than its interest at the time (including
      not to participate at all) will result in dilution of such party's
      interest to that percentage of budgeted expenditures which it has agreed
      to contribute, subject to (f) below.
  (e)
    A
      participant’s failure to pay its cost share of an approved program after
      electing to participate will constitute default and result in double
      dilution of interest, i.e. the defaulting party's interest will
      be:
  amount
contributed and deemed to
 have
been contributed prior to default date by defaulting party
 two
times the amount contributed and deemed to have been
 contributed
prior to default by all parties
  and
the non-defaulting party's interest will be correspondingly increased.
  (f)
    Dilution
      to 10% will effect a deemed surrender of an interest in the joint venture,
      and conversion of such interest to a 10% Net Profits Interest royalty
      (NPI). A maximum of 10% Net Profits Interest (excluding any payments to
      Helix) shall be payable under the dilution provision.
  (g)
    There
      will be no election as to participation in an approved operating
      program.
  **6.**
    **Disposition
      of Production**
  (a)
    Each
      participant shall have the right to take its share of production in
      kind.
  (b)
    The
      operator will be free to sell the share of production of any participant
      who fails to take its share in kind or make arrangements for sale,
      deducting its costs and expenses from the
proceeds.
  **7.**
    **Transfers
      of Interests**
  (a)
    Transfers
      of interests in the property and the joint venture agreement will be
      subject to a right of first refusal of the other participant, cannot be
      made without the consent of the other party, which consent cannot be
      unreasonably withheld, and is subject to the transferee agreeing to be
      bound by the terms of the Joint Venture
Agreement.
  (b)
    No
      encumbrances of any interest will be permitted except for financing of
      development and then subject to the joint venture agreement and the
      operator's lien
  **8.**
    **Withdrawal
      and Winding Up**
  No
withdrawal by a party or winding up of the joint venture will be permitted
without adequate payment of or security for reclamation and closure
costs.
  B -
3
 **9.**
    **Dispute
      Resolution**
  Arbitration
administered by the British Columbia International Commercial Arbitration
Centre.
  **10.**
    **Other**
  (a)
    Area
      of interest on the same terms as the Option and JV
    Agreement
  (b)
    Force
      majeure
  (c)
    Confidentiality
  (d)
    Subject
      to British Columbia law.
  B -
4
 **SCHEDULE
"C"**
  **REPRESENTATIONS
AND WARRANTIES OF TWIN**
  Twin
represents and warrants to the Stornoway that:
  1.
    Twin
      is the beneficial owner of a 100% interest in the Jackson Inlet Project,
      subject with respect only to the claims identified on Schedule “D” hereof,
      to the terms of the Gross Profits Royalty Agreement and the NPI Agreement
      each made as of the 15thday of December, 2000 between Twin and Helix Resources Inc. (collectively
      the Helix Agreements”), true and complete copies of which have been
      provided by Twin by email to Eira Thomas of Stornoway on July 30,
      2004;
  2.
    each
      of the mineral claims which comprise the Jackson Inlet Project has been
      validly located, tagged filed and recorded in compliance with the laws of
      the Nunavut as they relate to location and recordation of such mineral
      claims on behalf of and in the name of the
Twin;
  3.
    Twin
      has caused timely compliance with all of the filing provisions of the laws
      relating to the mineral claims which comprise the Jackson Inlet
      Project;
  4.
    the
      mineral claims which comprise the Jackson Inlet Project are valid and
      subsisting mineral claims and all claim and lease maintenance fees and
      taxes have been paid thereon until the date shown on Schedule
      "A";
  5.
    Twin
      has caused all required representation work to be performed upon the
      Jackson Inlet Project or paid fees in lieu thereof through the effective
      date of this Agreement and has recorded and filed proof thereof, all of
      which work, recordings and filings have been completed in accordance with
      applicable statutes pertaining to representation
work;
  6.
    the
      Jackson Inlet Project is free and clear of any and all liens, charges,
      encumbrances, claims, royalties or interests of others of whatsoever
      nature and kind, except in respect of those claims identified in Schedule
      D which are subject to the terms of the Helix
  Agreements;
  7.
    except
      as set forth herein, the Twin has the sole and complete power to deal with
      the Jackson Inlet Project as herein contemplated without the prior consent
      or action of any third party;
  9.
    there
      are no outstanding obligations or liabilities, contingent or otherwise,
      under any applicable environmental, mining or other law, including
      reclamation or rehabilitation work, associated with the Jackson Inlet
      Project or arising out of past exploration, development and/or mining
      activities carried out thereon by or on behalf of Twin or to the knowledge
      of Twin, carried out thereon by any other
person;
  10.
    there
      are no actions, suits, claims, proceedings, litigation or investigations
      pending or to the knowledge of Twin, threatened against Twin or in respect
      of the Jackson Inlet Project.