Exhibit 10.4


 


CONTRACT MINING 

AGREEMENT


 


Between


 


Walker Lane Minerals Corp. and


 


Ledcor CMI Inc.


 


Dated as of November 14, 2018


 


Execution Copy 7.2018





 



    


    


    







 


CONTRACT MINING 

AGREEMENT


 


This CONTRACT MINING AGREEMENT ("Contract") entered
into on the 14th date of November 2018 ("Effective Date"):


 


BETWEEN:


 


Client, a company established in conformance with United
States laws, authorized to conduct business in the U.S. and having an office at:


 


Walker Lane Minerals

 Corp. 415 Hwy 95A Suite 

K-1101
Fernley, NV 89408


 


(hereinafter referred to as "Owner")


 


AND:


 


Ledcor CMI Inc. 


5370 Kietzke Lane Suite 204 


Reno, Nevada 89511 


Office: (775) 689-4928


 


(hereinafter referred to as "Contractor").


 


Owner and Contractor are sometimes together referred herein
as the "Parties", and individually as a "Party".


 


RECITALS


 


WHEREAS:


 


		A.	Owner intends to operate the Isabella Pearl project open-pit mine and leach facilities in Mineral
County, Nevada, (hereinafter referred to as the "Project") and wishes to engage Contractor to carry out the Work
and related activities as described in this Contract; and



 


		B.	Owner and Contractor wish to enter into this Contract to evidence their agreement with respect
to Contractor's performance of mining and related activities in connection with the Project and the compensation to be paid by
Owner to Contractor in connection therewith, all upon the terms specified herein.



 


NOW, THEREFORE, in consideration
of the mutual terms, covenants, and conditions contained herein, the Parties hereto agree as follows:


 


AGREEMENT


 


1.0            DEFINITIONS


 


Wherever the following words occur in this Contract, they shall
have the following meanings:


 






    	CONTRACT MINING AGREEMENT	I



    


    










 


		a)	"Amendment" - Means a written modification to the covenants, representations,
warranties, terms or conditions of this Agreement that is signed by both Parties.



 


		b)	"Applicable Laws" - Has the meaning given in Section 11.1 of this
Contract.



 


		c)	"Application for Payment" - Has the meaning given in Section 5.1 of
this Contract.



 


		d)	"Application for Final Payment" - Has the meaning given in Section 5.13
of this Contract.



 


		e)	"Article" - An Article is each separate numerical designation within this
Contract starting with Article 1.0 and continuing through Article 57.0. Numbered paragraphs within each Article are
referred to as "Sections."



 


		f)	"Books and Records" - Has the meaning given in Section 5.16 of this
Contract.



 


		g)	"Certificates of Insurance" - Guidelines, requirements, and definitions as given
under Article 41 of this Contract.



 


		h)	"Change Order" - The document, substantially in the form of Exhibit E
attached hereto, signed by Contractor and Owner to provide for additive or deductive changes in the Work or Extra Work and,
if appropriate, an increase or decrease in the Contract price and time of performance. A Change Order shall not change or alter
the covenants, representations, warranties, terms or conditions of this Agreement.



 


		i)	"Claims" - Has the meaning given in Section 40.1 of this Contract.



 


		j)	"Close of Finance" - intentionally deleted.



 


		k)	"Contract" - This Contract Mining Agreement, including all of Exhibits thereto
and any attachments to such exhibits, together with any subsequent written Change Orders or other written amendments signed by
Owner and Contractor.



 


		1)	"Contract Price" - The amount stipulated in the Schedule of Prices (Exhibit D)
subject to such additions or deductions as may be made under the terms and conditions of this Contract. All payments made to
Contractor shall be in US Dollars.



 


		m)	"Contract Specifications" - The contractual specifications contained in Exhibit A
to this Contract that provide additional definition for the Scope of Work and establish the responsibilities of Contractor
and Owner as related to the performance of the Work.



 


		n)	"Contract Unit Price(s)" or "Unit Price(s)" - The fixed unit price(s) or
rate(s) as set forth in Section 2.0 of the Schedule of Prices (Exhibit D), as the same may be modified
by valid Change Order(s).



 


		o)	"Contractor" - Has the meaning given in the preamble of this Contract.



 


		p)	"Contractor's HS&E Program" - Has the meaning given in Section 35.3
of this Contract.



 


		q)	"Design Drawings" - The technical drawings for the Project supplied by Owner and
attached hereto as Exhibit B that show, among other things, areas to be Excavated, the design for Excavation and the
locations for placement of ore and waste rock, as such technical drawings may be modified by Owner and supplied to Contractor from
time to time.



 






    	CONTRACT MINING AGREEMENT	2 



    


    










 


		r)	"Demobilization" - All dismantling, transportation, freight, shipping, and any other
materials or services required to remove Contractor's personnel, equipment and facilities off the Site and have all associated
trash and debris removed and disposed of pursuant to the terms of this Contract.



 


		s)	"Environmental Law" - Any statute, rule, regulation, code or order, issued by any
governmental authority pertaining to health, the environment, wildlife or natural resources in effect in or for the jurisdiction
in which the Site is located, including, without limitation, the Clean Air Act (Air Pollution Control Act), the Clean Water Act,
the Federal Water Pollution Act, the Rivers and Harbors Act of 1899 (collectively CWA), the Safe Drinking Water Act (SDWA), the
National Environmental Policy Act of 1969 (NEPA), the Endangered Species Act (ESA), Fish and Wildlife Conservation Act of 1980,
the Fish and Wildlife Coordination Act (FWCA), the Oil Pollution Act (OPA), the Comprehensive Environmental Response, Compensation
and Liability Act (CERCLA), the Superfund Amendments and Reauthorization Act of 1986 (SARA), the Resources, Conservation and Recovery
Act (RCRA), the Toxic Substance Control Act (TSCA), the Occupational, Safety & Health Act (OSHA), the Hazardous Materials
Transportation Act (HMTA), the Hazardous and Solid Waste Amendments of 1984 (HSWA), and any and all other past, present or future
federal, state and local laws, statutes, regulations, rules, orders, ordinances, permits, licenses or determinations whose purpose
is to conserve or protect health, the environment, wildlife or natural resources as any of the foregoing are now existing.



 


		t)	"Excavate" - The activities, duties, labor and responsibilities required to move
material from specified areas to designated areas. This may include, but not be limited to, drilling, blasting, loading and hauling.



 


		u)	"Extra Work" - Has the meaning given in Section 24.0.



 


		v)	"Final Acceptance" - Written final acceptance of the Work issued by Owner.



 


		w)	"Final Payment" - Has the meaning given in Section 5.13 of this Contract.



 


		x)	"First Extension" - Has the meaning given in Section 2.1 of this Contract.



 


		y)	"Lien Waiver" -Has the meaning given in Section 5.3.6 of this Contract.



 


		z)	"Mobilization" - All transportation, freight, shipping, erection, and any other
materials or services required to get Contractor's equipment and facilities to the Site in good working order and fully manned
for the prosecution of the Work pursuant to the terms of this Contract.



 


		aa)	"Owner's Environmental Policy" - Stated
in Exhibit I and may be amended from time to time under Section 36.1 of this Contract.



 


		bb)	"Notice of Correction" - Has the meaning
given in Section 5.6.2 of this Contract.



 


		cc)	"Notice of Final Acceptance" - Has the
meaning given in Section 18.2 of this Contract.



 


		dd)	"Notice of Withholding" - Has the meaning
given in Section 5.6.1 of this Contract.



 


		ee)	"Notice to Proceed" - The written notice
from Owner to Contractor to mobilize its employees and equipment to the Site and to commence the Work.



 


		ff)	"Notice of Rejection" - Has the meaning
given in Section 5.6.2 of this Contract.



 


		gg)	"Owner" - Has the meaning given in the
preamble of this Contract.



 






    	CONTRACT MINING AGREEMENT	3 



    


    










 


		hh)	"Owner Group" - Has the meaning given
in Section 40.1 of this Contract.



 


		ii)	"Party" and "Parties"-
Has the meaning given in the preamble of this Contract.



 


		jj)	"Project" - Has the meaning given in
Recital A of this Contract.



 


		kk)	"Release and Waiver of Claim" - Has
the meaning given in Article 19 of this Contract.



 


		II)	"ROM" or "Run-of-Mine" - Mined
ore of a size that can be processed without crushing.



 


		mm)	"Safety Representative" - Has the meaning
given in Section 35.6 of this Contract.



 


		nn)	"Schedule of Performance" - The monthly
Tonnes of mined material taken from the pit as specified in Attachment 1 of Exhibit A.



 


		oo)	"Scope of Work" -The description of
the Work to be carried out by Contractor referred to Exhibit A.



 


		pp)	"Site" - The lands provided by Owner
under, in or through which the Work is to be executed or carried out, and located in Nevada, USA at T 8N; R 34E; S 3; and T 9N;
R 34E; S 27, 34-35.



 


		qq)	"Subcontractor" - A third party which,
with prior written approval of Owner, has executed a subcontract with Contractor for part of the Work.



 


		rr)	"Superintendent" - Owner's Mine Superintendent
for the Project, acting personally, or through Owner's designated representatives.



 


		ss)	"Term" - Has the meaning given in Section 2.1
of this Contract.



 


		tt)	"Ton" - Short ton material volume having
a weight of 2,000 pounds.



 


		uu)	"Tonne" - Metric tonne material volume
having a weight of 2,204.6 pounds.



 


		vv)	Unit Price or Unit Rate- each refers to individual
rates as set out in Exhibit D Schedule of Prices.



 


		ww)	"Work" - The execution and performance
of all that is required to be done or performed by Contractor as set out in this Contract including, but not limited to that which
is set out in the Contract Specifications (Exhibit A), all in accordance with this Contract.



 


		2.0	TERM



 


		2.1	Term. The term of this Contract shall commence on the date the Contract is executed
and continue for an initial period of twenty-four (24) months (the "Term"). No later than three (3) months
prior to the end of the Term, the Parties shall commence negotiation of an extension of the Term based upon mutually agreed terms
and conditions, which shall be evidenced by amendment to the Contract. If the Parties fail to agree on terms and conditions within
said three (3) months, then further Work may continue based upon mutually agreed payment terms until such time as all contract
terms are agreed, or the contract is otherwise terminated by either Party. For clarity, if time and materials rates are selected
as the basis to continue Work pending finalization of Contract extension terms, then such rates must be revised to reflect indirect
costs consistent with terms described in Article 24.3



 






    	CONTRACT MINING AGREEMENT	4 



    


    










 


		3.0	WORK TO BE PERFORMED



 


		3.1	Contractor, for and in consideration of payments to be made by Owner, agrees to furnish all required
labor, material and equipment and do all things necessary or required to timely complete the Work specified in this Contract and
in accordance with the Contract Specifications (Exhibit A) and the Schedule of Performance (Attachment 1 to the
Contract Specifications).



 


		3.2	Contractor's organization and work schedules for Contractors' personnel shall be subject to approval
by Owner prior to commencement of the Work.



 


4.0          SCHEDULE


 


Contractor shall carry out the Work in accordance
with Exhibit A and the schedules attached thereto.


 


		5.0	COMPENSATION



 


Subject to deductions or offset authorized by this
Contract, Owner shall pay Contractor in accordance with the following:


 


		5.1	Standard Monthly Payments. Each month during the Term, Contractor shall submit to Owner
for approval and payment no more than one application for payment (each an "Application for Payment") for all
Work performed during a payment period as follows:



 


 5.1.1 Payment Amounts: Owner shall pay Contractor for the work in accordance with the provisions set forth in the Pricing Schedule presented to Owner as set forth in this Contract as Exhibit D.




 


		(a)	Invoices: Billing will occur on 30-day cycles. On or before the 10th day of each calendar
month, Contractor shall submit to the Owner a Pro-Forma invoice, supported by appropriate documents for the Work completed during
the prior billing cycle.



 


		(b)	Payment of Invoices: Pro-Forma invoices to be approved by Owner by the 15th day of each
month before an invoice ("Final Invoice") can be issued by the Contractor. The Pro-Forma invoice will be amended to incorporate
any mutually agreed upon corrections and changes prior to the foregoing final approval by the Owner. The Owner shall pay each Final
Invoice within fifteen (15) days of Owner's receipt of such invoice. Payment may be made by Electronic Fund Transfers.



 


5.1.2
An Application for Payment may not include any amounts that Contractor does not intend to pay to a Subcontractor or Vendor
because of a dispute or other reason.


 


5.1.3
If, because of a dispute or offset between its Subcontractors, Contractor intends to deduct sums from one Subcontractor and
pay them to another Subcontractor, Contractor must specifically so advise the Owner in its Application for Payment.


 


		5.2	Advance Payment Option. At its option, and upon reasonable advance notice to Contractor, Owner may elect to pay Contractor
in accordance with the following process:



 






    	CONTRACT MINING AGREEMENT	5 



    


    










 


		5.2.1	Advance Payment Amounts: Owner shall issue to Contractor a forecast for the monthly Work
anticipated for the next monthly period during the term of the project no later than 10 days before the start of the next monthly
period ("Monthly Forecast"). This forecast will be based on Owner's mine plan. Contractor will review and establish the
estimated compensation for the Work in the Monthly Forecast, by 12:00 p.m. Pacific Time on the last day of the previous month
and will deliver an invoice for the estimated compensation for the Work described in the Monthly Forecast ("Advance Invoice").
The Owner shall approve or reject the Advance Invoice within three (3) days of receipt. If the Advance Invoice amount has
been approved by both parties, Owner will advance the funds in accordance with the Advance Invoice amount based upon the timing
agreed in 5.2.l(b).



 


		(a)	The Advance Invoice amount will be supported by documentation to identify estimated quantities
and associated Unit Prices.



 


		(b)	Advance Invoices may be paid in bi-weekly installments on 1st of the month and 15th of the month.
or as otherwise mutually agreed upon by the Parties. If these days fall on the weekend, the payment can be postponed to the following
business day.



 


		(c)	Monthly Reconciliation: During such time as Advance Invoices are elected by Owner, by the
tenth (10th) business day of each month, Contractor will submit to Owner a reconciliation of the value of work performed against
the funds advanced by Owner to account for any surplus or deficiency, which will include tonnage volume from TPMS (Exhibit A,
section 17) results as well as any Extra Work or Work under Change Orders performed ("Monthly Reconciliation"). Once
Owner and Contractor agree to the reconciliation, which must occur within five (5) business days of submission of Contractor's
reconciliation, the amount due to Contractor or credited to Owner will be applied to the next payment. Upon termination of the
Contract or as part of Final Payment process at the end of the Term, whichever is earlier, any surplus or deficiency must be refunded
to Owner or paid to Contractor within fifteen (15) days of the termination date or end of Term, as the case maybe.



 


		(d)	Discount for Advances for Monthly Compensation: If and during the time the Advance Payment
option is selected, Contractor will provide the Owner a discount of two and a half percent (2.5%) of the value of the actual Unit
Price Work performed. This will be credited during the monthly reconciliation process, as outlined in Section 5.2.1 (c).



 


		5.3	Complete Monthly Reconciliation Application or Monthly Invoice. For a Monthly Reconciliation
or a monthly invoice to be deemed "complete" for the purposes of Article 5, it must separately identify,
itemize and include the following:



 


		5.3.1	a description of all Work performed and the amount allocated to such Work;



 


		5.3.2	the amount due for Work satisfactorily completed prior to the date of the Monthly Reconciliation
or monthly invoice, as the case may be;



 


		5.3.3	for each category and portion of the Work: (a) the amount requested on all previous Monthly
Reconciliations or monthly invoice; (b) the amount requested on the current Monthly Reconciliation or monthly invoice; and
(c) the estimated amount allocated to the Work yet to be completed.



 






    	CONTRACT MINING AGREEMENT	6 



    


    










 


		5.4	If any portion of the Monthly Reconciliation or a monthly invoice is not accurately prepared or
properly supported it will be deemed invalid and not compensable. Contractor will re-issue the portion of the reconciliation or
invoice, as the case may be, that is accurately prepared and properly supported and Owner will compensate Contractor for valid
portion of the reconciliation or invoice only. Contractor can submit the remaining portion of Monthly Reconciliation or monthly
invoice with support required by Exhibit A and Exhibit D. In addition, to the extent a portion of the Work
is performed as Extra Work, Contractor shall be paid pursuant to Section 24.1.



 


		5.5	Subject to valid adjustments or as otherwise provided in this Contract, Contractor agrees to accept
the Contract Price as full compensation for all Work.



 


		5.6	Withholdings. Owner may withhold from the next Monthly Payment or Advance Payment based
upon the Owner's Monthly Forecast and Contractor's Monthly Reconciliation only for the Work which Contractor has not performed
in accordance with the Contract. If Owner intends to withhold any amount under this Section, then the Parties hereto shall follow
the following procedures:



 


		5.6.1	Notice of Withholding. Owner must deliver to Contractor, on or before the date that payment
is due, a written notice ("Notice of Withholding"), signed by an authorized agent of Owner and including: Owner
shall advise the Contractor in writing (a) the amount that will be withheld from Contractor; and (b) a reasonably detailed
explanation of the reason for Owner withholding that amount, including, without limitation, Owner's determination of any Work that
has not been performed but for which payment is being sought by Contractor, and/or a specific reference to the provision or Section of
this Contract or the Applicable Laws or regulation with which Contractor has failed to comply with, if any.



 


		5.6.2	Correction of Withholding. Upon Contractor correcting any condition described in the Notice
of Withholding as the reason for withholding payment due to Contractor, Contractor shall deliver written notice ("Notice
of Correction") to Owner identifying the scope and manner of the corrective measures undertaken by Contractor. Upon Owner's
receipt of a Notice of Correction, Owner shall: (a) pay to Contractor the amount withheld on or before the date that the next
payment is due to Contractor hereunder, if the conditions for withholding payment have been corrected to Owner's reasonable satisfaction;
or (b) deliver to Contractor no later than the 15th day of the month a written notice objecting to the scope and
manner of the corrective measures taken by Contractor and including a detailed explanation for such objection ("Notice
of Rejection").



 


		5.6.3	Consent to Deduction. If Contractor does not dispute the amount the Owner is withholding
and authorizes the Owner to back-charge Contractor for such amount, the Owner and the Contractor shall execute a deductive Change
Order memorializing such withholding.



 


		5.6.4	Dispute Regarding Withholding. If the Contactor disputes the Owner's position in the Notice
of Rejection, Contractor shall file a Notice of Claim and submit such claim for Owner's review. If the Parties are not able to
resolve disputes concerning withholding within ten (10) days of first date of notice, the matter shall be resolved in accordance
with Article 27.



 


		5.6.5	Payments may be withheld by Owner on account of defective Work not remedied, invalid claims
                                                                 filed (or reasonable evidence indicating probability of filing of invalid claims) or failure of Contractor to make payments
                                                                 properly owing to its subcontractors, suppliers or for material or labor. If the foregoing causes for withholding payment are
                                                                 removed, the withheld payments will be made promptly thereafter. If the causes for withholding payment are not removed within
                                                                 ten (10) days following Contractor's
receipt of Owner's written notice, Owner may cause the same to be rectified at Contractor's expense,
provided however that if such matters cannot reasonably be resolved by Contractor within such 10-day period, Contractor shall be
deemed to be in compliance if Contractor has commenced removal of such causes within such 10-day period and diligently and timely
completes removal within such time as is reasonable. Should any valid indebtedness of Contractor to its suppliers or for material
or labor arise after final payment is made to Contractor under this Contract, Contractor shall reimburse Owner for costs reasonably
incurred by Owner in resolving such indebtedness if it may affect the title to the Work or Owner's property.



 






    	CONTRACT MINING AGREEMENT	7 



    


    













 


		5.7	Excluding where Owner has elected the Advance Payment option, failure or lack of cooperation by
Contractor to prepare or submit reports, progress schedules, or plans for changes contemplated in its operations, or to assist
in preparation of same, promptly as required under this Contract, shall be cause for Owner to withhold all or part of any pending
and/or future payment until such time as Contractor has met the requirements specified by this Contract.



 


		5.8	Monies due Owner under the terms of this Contract to compensate Owner for back-charges as provided
in Article 25 of this Contract or for other expenses incurred on behalf of Contractor as authorized under this Contract
will, whenever appropriate, be deducted as they occur from each periodic payment to Contractor.



 


		5.9	No payment, including the final payment, shall be construed to be an acceptance of defective Work
or improper material. The final payment shall not relieve Contractor from responsibility for the discharge of valid claims of Owner
or from making available to Owner for examination and audit all records reasonably requested and pertaining to the quality or quantities
of the Work and Contractor's compliance with its obligations under this Contract.



 


		5.10	Prior to Contractor's Mobilization to Site, Owner shall procure a Payment Bond naming Contractor
as beneficiary to secure payment for the Work, the form of which will be provided by Owner and approved by both parties. The Payment
Bond shall be for a face amount of Two Million Dollars ($2,000,000). Such Payment Bond shall be for the purpose of providing security
for Owner's payment obligations under this Contract until such time as Owner has paid all amounts due and owing to Contractor for
the Work. At any time that Owner fails to meet its payment obligations under the Contract, which it has failed to remedy within
ten (10) business days of written notice by Contractor to Owner of such failure, (i) Contractor shall be entitled to
stop Work; and (ii) Contractor shall be entitled to call and access the Bond funds.



 


		5.11	Certificate of Insurance. Contractor shall not commence the Work or allow any Subcontractor
to commence Work unless and until it provides the Owner complete and accurate Certificates of Insurance (defined in Article 41).



 


		5.12	Off-Site Equipment and Materials. If Contractor is requesting payment for materials and
equipment stored off-Site, the applicable Application for Payment or Monthly Reconciliation shall include date stamped photographs
of such materials and equipment stored off the Site, and payment for such materials and equipment shall be contingent upon Contractor
providing Owner with at least thirty (30) calendar days' advance written notice of Contractor's intention to request such payment
from Owner, together with appropriate information and documentation, satisfactory to Owner and evidencing the following:



 


		5.12.1	that the materials and equipment are suitably stored off the Site in a segregated area at a location
approved by Owner in writing;



 






    	CONTRACT MINING AGREEMENT	8 



    


    










 


		5.12.2	the materials and equipment shall have clearly visible markings identifying the materials and equipment
as belonging to Owner for use in connection with the Project;



 


		5.12.3	Owner's title to and interest in such materials and equipment is adequately protected; and



 


		5.12.4	applicable insurance (with coverage limits acceptable to Owner) for storage of the materials and
equipment at a location other than on the Site, and for the transportation of the materials and equipment to the Site, which insurance
shall be evidenced by a certificate of insurance showing Owner named as the loss payee.



 


		5.13	Final Payment. For the purposes of this Contract, "Final Payment" shall
mean the payment to Contractor of all amounts due and owing and remaining unpaid to Contractor under this Contract, based on an
application for final payment delivered by Contractor to Owner (the "Application for Final Payment"). Owner shall
make the Final Payment within thirty (30) calendar days after Owner's issuance of a Notice of Final Acceptance of the Work pursuant
to Article 18.



 


		5.14	Conditions to Final Acceptance. As a condition precedent to the Owner's issuance of the
Notice of Final Acceptance and Owner's obligation to make the Final Payment, Contractor must deliver the following to Owner together
with the Application for Final Payment:



 


		5.14.1	A certificate from Contractor that the following have been paid or otherwise satisfied in full:






		(a)	all payrolls (including all union dues, health, welfare, pension plan and other labor associated
contributions), invoices for all labor, materials and equipment and all other indebtedness connected with the Work for which Owner
may in any way be responsible, and for which Owner has paid to Contractor; and (b) all applicable taxes due and payable prior
to Final Payment and arising out of the Work.



 


		5.14.2	An unconditional Release and Waiver of Claim upon final payment in the form attached as Exhibit G,
signed (and notarized) by Contractor and all Subcontractors and Vendors and all other persons providing any services, labor,
materials or equipment in relation to the Work.



 


		5.14.3	A statement of all unresolved claims for which payment has been and/or shall be withheld by Owner.



 


		5.15	The making of any payment to Contractor or the issuance of any Notice of Final Acceptance shall
not constitute acceptance by Owner of the quality of the Work that is the subject of such payment, nor shall it be deemed a waiver
with respect to any Claims that Owner may have with respect to such Work. The making of Final Payment shall not constitute a waiver
of any Claims by Owner including, without limitation, any Claims arising from or relating to: (a) liens, claims, security
interests or encumbrances arising out of this Contract and which are unsettled; (b) the failure of the Work to comply with
the requirements of this Contract; and (c) the terms of any express or implied warranties, or special warranties required
by this Contract. Acceptance of Final Payment by Contractor, a Subcontractor or other third party vendor or contractor ("Vendor")
shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled
in the Application for Final Payment.



 


		5.16	Books and Records. Contractor shall (and shall cause its Subcontractors) to maintain complete
and accurate, detailed records and reporting documentation (collectively, the "Books and Records") on the basis
of standard accounting procedures for all costs incurred and documents in connection with the Project.



 






    	CONTRACT MINING AGREEMENT	9 



    


    










 


6.0           INVOICING
INSTRUCTIONS


 


Contractor's
Application for Payment form and Monthly Reconciliation form as approved by Owner, Advance Invoices and all other required documentation
in support thereof shall be transmitted in the number of copies as requested to:


 


Walker Lane
Minerals Corp.


415 Hwy
95A Ste K-1101 


Fernley, Nevada 89408 


ATTENTION: Finance Manager


 


With
electronic copies to pwestwood@grcnevada .com and ap@goldresourcecorp.com, or
such other electronic mail addresses as may be provided from time to time.


 


The invoices for each
calendar month shall be submitted as provided in Section 5.1.1
or 5.2.


 


Owner's payment
of Contractor's monthly invoices, or Advance Invoice shall be


 


made to: Ledcor
CMI Inc. 


5370 Kietzke Lane, Suite 204 


Reno, Nevada 89511


 


ATTENTION:
Accounts


 


Payable


 


		7.0	CONTRACTUAL RELATIONSHIP



 


		7.1	In the performance of this Contract, Contractor shall operate as an independent contractor.



 


		7.2	This Contract shall not be construed as creating a relationship of
Joint Venture, principal and agent, or employer and employee,
between Owner and Contractor, or Contractor's or Subcontractor's agents, employees or Subcontractors. Contractor shall have no
authority to hire any person on behalf of Owner, and all persons employed by Contractor shall be deemed to be solely the employees
of Contractor.



 


		8.0	SUBCONTRACTS



 


		8.1	Contractor shall not subcontract any part of the Work without prior written approval of Owner,
and in each individual instance, the scope of the Work to be subcontracted will be subject to prior approval of Owner, which approval
may be withheld by Owner in its sole discretion, acting reasonably.



 


		8.2	Contractor agrees that it is responsible to Owner to the extent provided in this Contract for the
acts and omissions of its Subcontractors and of persons either directly or indirectly employed by them as it is for the acts and
omissions of persons directly employed by it.



 


		8.3	Nothing contained in this Contract shall create any contractual relationship
between any Subcontractor and Owner. Each subcontract shall
provide that it is subject to termination for the convenience of Owner.



 


		8.4	Flow-Down Provisions. This Contract shall be incorporated by
reference into all contracts relating to the Work. Contractor shall cause all contracts relating to the Work (including, without
limitation, all Subcontracts) to specifically include the
requirements of the following provisions of this Contract:



 






    	CONTRACT MINING AGREEMENT	10 



    


    




 


		8.4.1	Article 10.0



 


		8.4.2	Article 11.0



 


		8.4.3	Article 25.0



 


		8.4.4	Article 27.0



 


		8.4.5	Article 28.0



 


		8.4.6	Article 29.0



 


		8.4.7	Article 30.0



 


		8.4.8	Article 34.0



 


		8.4.9	Article 36.0



 


		8.4.10	Section 40.2.1.



 


		8.4.11	Article 53.0



 


		9.0	REPRESENTATIONS-ENFORCEABILITY



 


		9.1	Owner represents it has the power to execute and deliver this Contract; and, upon execution and
delivery of this Contract by the Parties, the same will be enforceable in accordance with its terms.



 


		9.2	Contractor represents it has the power to execute and deliver this Contract; that, upon execution
and delivery of this Contract by the Parties, the same will be enforceable in accordance with its terms.



 


		10.0	CONTRACTOR'S RESPONSIBILITY AND WARRANTIES



 


		10.1	Contractor shall furnish all labor, supervision, equipment, materials, supplies, services, and
incidentals necessary (except where specifically to be provided by Owner) to cany out the Work hereunder in accordance with the
terms of this Contract. If Contractor is aware of discrepancies in the Design Drawings or Contract Specifications, the matter shall
be submitted in writing, in the first instance, to Superintendent for interpretation.



 


		10.2	Contractor has reviewed the Design Drawings provided at the Effective Date, and represents that
it understands the design of the Project and can perform the Work specified in this Contract in accordance with Applicable Law,
the Contract Specifications and all requirements in this Contract.



 


		10.3	All Work shall be performed in accordance with the generally accepted current national standards
of professional care, skill, diligence and competence normally provided by a professional in the performance of services similar
to the Work. Contractor shall be properly qualified to perform the Work, shall possess all licenses and professional certificates
required by Applicable Laws and shall perform the Work in compliance with all Applicable Laws. Contractor warrants that all Work
and workmanship (including that of all Subcontractors) shall be of the elevation and quality specified in this Contract, shall
conform in all respects to the requirements of this Contract, and shall be performed in accordance with good, safe and workmanlike
practices.



 






    	CONTRACT MINING AGREEMENT	11 



    


    




 


 10.4 Contractor's responsibility shall include, but not be limited to: (a) transportation of its personnel, material, and equipment to and within the Site; (b) prompt unloading, handling, and storage of all material and equipment to be furnished or used by Contractor; (c) clean up and minimization of its debris and surplus material; (d) temporary construction facilities for its operations; (e) protection from weather and other protection for, and make good any damages or loss to the Work (and the materials and equipment required therefor) to the extent caused by or resulting from the fault of Contractor or its Subcontractors, until agreed to in a Notice of Final Acceptance (as specified in Article 18).




 


		10.5	Contractor shall provide experienced and efficient supervision of the Work and shall, during the
execution of the Work, maintain at the Site a competent full time representative and any necessary assistants. Owner shall have
the right, but not the obligation, to request that any individual be removed from the Site for any work-related reason including,
but not limited to: any violation of Applicable Laws, failure to abide by any Site policies, or disruption of Work.



 


		10.6	All workers will have sufficient skill and experience to properly perform the tasks assigned to
them. Workers engaged in special tasks or skilled tasks will have appropriate qualifications, permits or licenses, experience with
such tasks and the operation of equipment required to perform all such tasks properly and satisfactorily to completion. Contractor
shall remove from the Site any person employed by Contractor or by a Subcontractor who fails to perform tasks in a proper and skillful
manner, or who is intemperate or disorderly. Additionally, any such person shall, at the written request of Owner, be removed forthwith
by Contractor or Subcontractor employing such person and will not be employed again in any portion of the Work without the prior
written approval of Owner. Should Contractor fail to remove such person or persons as required above, or fail to furnish suitable
and sufficient personnel for proper execution of the Work, Owner may suspend the affected portion(s) of the Work by written
notice until such orders are complied with.



 


		10.7	Not used.



 


		10.8	Contractor shall minimize or avoid, if possible, causing risks incident to the Work.



 


		10.9	Contractor shall maintain all of its work areas in a neat and tidy condition. If, in the reasonable
opinion of Owner, any or all of Contractor's work areas are not maintained in a neat and tidy condition Contractor shall remedy
the situation at its sole cost and expense within 10 days following written notice from Owner to Contractor.



 


		11.0	COMPLIANCE WITH LAWS, PERMITS AND REGULATIONS



 


11.1    To
the extent applicable to the performance of the Work, Contractor at all times shall comply with (and shall require that all of
its Subcontractors comply with) any and all statutes, laws, rules, regulations, orders, stipulations, restrictions, conditions,
permits (including, but not limited to, obligations and restrictions under any record of decision relating thereto and those permits
in Attachment 3 to Exhibit A), ordinances, licenses, judgments, decrees, directives, instructions, and interpretations promulgated
by any federal, state or local governmental authority having jurisdiction over the Project or the Work including, but not limited
to, safety and accident prevention regulations and standards and recordkeeping requirements under MSHA (Mine Safety and Health
Act, as amended) and OSHA (Occupational Safety and Health Act, as amended), U.S Department of Labor regulations, U.S. Department
of Transportation regulations, building and electrical codes, wages, unemployment compensation, social security laws, and Environmental
Laws ("Applicable Laws"); and Contractor shall file all reports, pay all taxes, fees and charges required by such
Applicable Laws in connection with the Work. Contractor shall be liable for any fines, penalties, liabilities and costs associated
with Contractor's failure, or the failure of any Subcontractor, to comply with Applicable Laws except to the extent such failure
is caused by the Owner or those for whom Owner is responsible. Any regulatory civil penalties charged to Owner or other costs incurred
by Owner as a result of any failure of Contractor or a Subcontractor to comply with Applicable Laws will be back-charged to the
Contractor.


 






    	CONTRACT MINING AGREEMENT	12 



    


    




 


		11.2	Owner shall obtain and maintain in good standing all permits and licenses necessary for the performance
and completion of mining activities at the Site and Contractor shall obtain and maintain in good standing, and assure its subcontractors
obtain and maintain in good standing, all business, contracting and equipment operating permits and licenses necessary for its
performance and completion of the Work on behalf of Owner (including MSHA identification numbers and all required MSHA training).



 


		11.3	Contractor shall obtain and maintain in good standing all necessary permits and licenses, related
to transportation, storage, use or disposal of explosives and other supplies (excludes Ammonium Nitrate storage/silo). The forgoing
includes compliance with all applicable regulations.



 


		12.0	NOTICE TO PROCEED



 


		12.1	Contractor shall not commence the Work until a written Notice to Proceed has been received from
Owner, provided however that Owner shall issue the Notice to Proceed at least 15 days prior to commencement of Work.



 


		13.0	DESIGNATION OF REPRESENTATIVES



 


		13.1	Upon signing this Contract, (i) Contractor shall designate in writing competent representatives
acceptable to Owner who, on behalf of Contractor, will have complete charge of the Work and shall be authorized to make Project-specific
agreements binding Contractor. Contractor will not change its representatives without prior written notice to Owner, and the designation
of Contractor's representatives (or any replacement representative) shall be subject to approval in writing by Owner such approval
not to be unreasonably withheld. For specific cause, such approval may be withdrawn by Owner, in which event Contractor shall remove
the representative from the Site and shall designate in writing another representative acceptable to Owner. All expenses associated
with such removal or replacement shall be paid by Contractor; and (ii) Owner shall designate in writing a competent representative
who shall be authorized to act on behalf of the Owner.



 


		13.2	The Parties' designated representatives shall be available at all reasonable times and the Parties
will communicate through those representatives.



 


		14.0	SITE WORKING CONDITIONS AND REMOVAL OF ITEMS



 


		14.1	Contractor acknowledges it has had an opportunity to inspect observable conditions at the Site
and the conditions described in this Contract (including quantities, character, location and sources of Contractor supplied materials,
and of unloading, storing and handling facilities and of other observable conditions affecting the Work as of the time of Contractor's
execution of this Contract), and has done so to the extent that Contractor, in its sole judgment, deems appropriate.



 


		14.2	Reasonable working areas for storage, shops, equipment yards, stockpiles, etc., will be made
available to Contractor without charge. Reasonable grading, drainage work, etc. as shown in or reasonably inferable from this
Contract to maintain the working areas suitable for Contractor's needs will be paid by Contractor. Drainage work and earth works
outside the immediate Contractor working area will be paid by Owner. These areas and their usage will be subject to approval by
Owner and no other areas will be allowed to be occupied by Contractor without written consent of Owner. Contractor will exercise
caution at all times to avoid blocking roads or in any other way interfering with Owner's operations or presenting a hazard to
Owner's personnel or equipment, or to the public. Contractor will not erect any permanent or semi-permanent structures, including
but not limited to shops, warehouse, and office building without the prior written approval of Owner as to site, design and finishing,
such approval not to be unreasonably withheld. Owner will not be responsible for any costs associated with the erection of any
structure by or on behalf of Contractor; this includes, but is not limited to, engineering, permits and/or taxes as per Section 39.2.



 






    	CONTRACT MINING AGREEMENT	13 



    


    




 


		14.3	Contractor will, without charge, permit Owner and other contractors to use the roads, lighting
installations, and other facilities constructed or maintained by Contractor for its use in completing the Work; provided that such
usage will not unreasonably interfere with the Work or unreasonably increase Contractor's costs or its time for performance of
the Work.



 


		14.4	All materials on the Site, including but not limited to:



 


		(a)	rocks, ores, or mineral specimens;



 


		(b)	all artifacts;



 


		(c)	material purchased and/or paid for by Owner;



 


		(d)	any and all equipment or buildings belonging to Owner on the Site; and



 


		(e)	items other than equipment and material brought in by Contractor for its express use in the completion
of the Work;



 


are the property of Owner. Neither
Contractor, its agents, employees, or Subcontractors, shall remove any such property from the Site and Contractor shall take reasonable
steps to guard against loss of such property that is within Contractor's care custody and control due to theft or unauthorized
removal. Contractor shall promptly report to Owner any such losses.


 


		15.0	INSPECTION OF WORK



 


		15.1	Contractor shall identify any Work at the Site done by third parties, including other contractors
hired by Owner, which may affect Contractor's Work or to which its Work must be joined to ascertain its suitability for use in
relation to Contractor's Work and shall immediately advise Superintendent if Contractor discovers any deficiency required to be
corrected. Notwithstanding the foregoing, Contractor is not responsible for the work (including any deficiencies) of other contractors
hired by Owner.



 


		15.2	Inspection of all the Work will be carried out by Owner while such Work is in progress. Notwithstanding
such inspection, Contractor will be held responsible for the completion of the Work in accordance with the terms and conditions
of this Contract.



 


		15.3	Owner and its representatives will, at all times, have reasonable access to the Work whenever it
is in preparation or progress. Owner will perform said inspection in such manner as not to delay the Work unnecessarily.



 


		16.0	COMPLETION OF THE WORK



 


		16.1	The Work shall be completed by the time or times, and in the sequence, specified in this Contract
or in Change Order(s). If so directed by Owner, and subject to the provisions of Article 23 herein, Contractor shall
work such overtime and shall take such other action as is practicable to avoid or otherwise to minimize the effect of delays caused by or resulting
from the action or inaction of Contractor and its Subcontractors or Owner and its other contractors.



 






    	CONTRACT MINING AGREEMENT	14 



    


    














 


	17.0	CORRECTION OF DEFECTIVE WORK



 


		17.1	To the extent caused by or resulting from the action or inaction of Contractor or any Subcontractor,
any defective material or Work not performed in accordance with this Contract shall be replaced or corrected immediately without
unreasonable delay in the progress of the Work at no additional cost to Owner. Corrections to defective Work and material must
be done within the terms and conditions of this Contract.



 


	18.0	FINAL COMPLETION OF THE WORK



 


		18.1	At the expiration of the Term of this Contract, Owner will carry out an inspection of the Work.
The Work performed hereunder may be accepted as a whole or in separately defined parts. If all of the Work has been completed to
the satisfaction of Owner, Owner will provide written notice to Contractor ("Notice of Completion"). In the event
the notice includes only a portion of the Work, the notice will contain a list of items that must be completed in order to reach
Final Completion. The Final Completion period may extend past the end of the Term so as to allow Contractor to remedy any issues
described by the Owner in its partial notice. In the event that Contractor disagrees with the items listed, Contractor may exercise
its rights as defined elsewhere in this Contract.



 


	19.0	PARTIAL AND FINAL RELEASE AND WAIVER OF CLAIMS



 


		19.1	Owner will require as a prior condition to Final Payment a full Release and Waiver of Claims in
the form attached hereto as Exhibit G and reserves the right, at its discretion prior to any monthly payment(s) to
Contractor, to require a Release for Partial Payment for monies earned under this Contract through a specified date in the form
attached hereto as Exhibit F.



 


		19.2	If at any time there is a claim against Contractor arising out of or in connection with the performance,
or default in performance which Owner reasonably believes to be valid, of this Contract for which Owner might be or become liable,
then Owner shall have the right to discharge such claims and assess all costs thereof against the balance due Contractor, provided,
however, that Owner has provided ten (10) days prior written notice to Contractor.



 


	20.0	TITLE, ADVANCEPAYMENTS



 


		20.1	If payments are made by Owner for supplies or material prior to delivery or installation, or if
Owner supplies items required for the Work, Owner may require that the goods in process be marked or otherwise identified, and
Contractor shall execute such documents and take such action as in Owner's opinion are necessary to give Owner the exclusive right
to take possession and title thereto at any time, as well as a security interest therein.



 


		20.2	No advance payment shall operate to relieve Contractor of risk of loss or any other obligations
under this Contract.



 


	21.0	DESIGN DRAWINGS PREPARED BY THE OWNER



 


		21.1	The Design Drawings in effect as of the Effective Date of this Contract are contained in Exhibit B.
Additional Design Drawings issued by Owner will be supplied to Contractor as they become incorporated in Owner's mine plan,
subject to Article 23. Contractor is permitted to rely upon such Design Drawings and shall not be liable for any errors
or omissions therein.



 






    	CONTRACT MINING AGREEMENT	15 



     


    

 


	22.0	CHANGE ORDERS AND CONTRACT AMENDMENTS



 


		22.1	The Contract Price and Schedule established in this Contract is not subject to change except as
expressly provided in this Contract and by a written Change Order, signed by Contractor and Owner. A valid Change Order shall be
signed by the following authorized representatives:



 


	Owner's Designated Representative:	Robert Cassinelli, Project/General Manager




 


	Contractor's Designated Representative:	Jeff Larson, General Manager




 


		22.2	Any Amendment to this Contract shall bind the Parties only if made by a written document which
both states that it amends this Contract and is signed by Owner and Contractor. A valid Contract Amendment shall be signed by the
following authorized representatives:



 


	Owner's Designated Representative:	Robert Cassinelli, Project/General Manager




 


	Contractor's Designated Representative:	Jeff Larson, General Manager

                           Or

                           Randy Daggitt, Senior Vice President





 


	23.0	CHANGES



 


		23.1	The Parties agree that the Design Drawings and mine plan will be subject to alteration each day
depending upon expected conditions and daily activities. Alterations to the Design Drawings and mine plan are not
considered changes that merit a Change Order or Contract modification unless and until such change materially, including as defined
in Section 23.6, alters the Scope of Work described in this Contract and the baseline expectations outlined in the Mine Plan.



 


		23.2	Owner may order changes in the scope of the Work from time to time only by the issuance of written
notification to Contractor. If such changes materially affect the Work, Contractor shall promptly so advise Owner in writing in
such detail as reasonable, including an estimate of the effect of the change on time for performance and increased or decreased
Contract Price prior to beginning the changed Work but not later than ten (10) days after the change is ordered, if ordered
by written notice to Contractor.



 


		23.3	If such notice is given or if, in the opinion of Owner, such change involves a reduction in the
amount of expense of Contractor, Owner and Contractor shall negotiate in good faith with a view to reaching agreement upon an adjustment
to the affected terms of this Contract, including the Contract Price and the time for performance and completion of the Work. Subject
to Section 23.4, changes in the Contract Price or Contractor's obligations agreed to by Owner will only be effective
if made by a Change Order signed by Owner and Contractor. Excluding where a change may relate to Extra Work, the adjustment to
the Contract Price will be made on the following basis:



 


		(a)	To the extent applicable, such adjustment shall be made upon the basis of Contract Unit Prices
as set forth in the Unit Price Schedule contained in Exhibit D (Schedule of Prices).



 






    	CONTRACT MINING AGREEMENT	16 



     


    

 


		23.4	If so directed by Owner in writing, Contractor shall proceed with the changed Work or Extra Work
prior to the time the amount of any price or other required adjustment is determined and the Parties shall thereafter use their
best efforts to reach mutual agreement of the points on which they have not agreed. If the Parties are not able to reach agreement,
the matter may be resolved in accordance with Article 27.



 









    	CONTRACT MINING AGREEMENT	17 



     


    

 


		23.5	In the event Contractor's performance of the Work is affected by any Site or scheduling conditions
not under Contractor's control or by any changes directed by or on behalf of Owner which are not directed in writing, Contractor
shall be entitled to request a Change Order if such changed conditions given by or on behalf of Owner materially affect the Work.
If the Parties are not able to agree upon adjustments to be made to the Contract Price or the time for performance of the Work,
the matter shall be resolved in accordance with Article 27. Contractor shall be entitled to increase the Unit Prices
for its Work, including product or materials, if at any time the requirements of a new or amended law, taxes or regulation affecting
manufacturers or users of explosive products results in an increase of the cost to manufacture, package, store or transport the
products or materials constituent thereof.



 


		23.6	Materiality or a Material change shall include, but not be limited to, the following meaning and
occur under the following circumstances:



 


		(a)	The cumulative volume of material (measured in Tonnes) hauled pursuant to this Contract during
a rolling three (3) calendar month period is 10% less than shown in the existing applicable Mine Plan at time of bid contained
in Exhibit B.



 


	24.0	EXTRA WORK



 


		24.1	Any work that is not contemplated or contained in Exhibit A, excluding modifications
described Section 23.1, or related to the completion of the Work may be considered Extra Work. Extra Work may be requested
by Owner from time to time and completed by Contractor, wherein Contractor performs work that may otherwise be completed by Owner
using Contractor's labor force. If such Extra Work is requested, Contractor will be paid in accordance with the rates provided
in Attachments 4 and 5 in Exhibit D.



 


		24.2	Extra Work shall be approved in writing by Owner prior to commencement of such Extra Work. An Owner-signed
Change Order for Extra Work shall be included with the applicable monthly invoice, Advance Invoice or Monthly Reconciliation, as
the case may be. Owner shall not be obligated to pay for any unauthorized Extra Work.



 


		24.3	For clarity, Time and Material rates will apply while Work is performed concurrently with Unit
Rate Work. Where there is no Unit Rate Work being performed, an additional amount may be negotiated to cover project overheads
or in-directs.



 


	25.0	CORRECTIONS, BACK-CHARGES AND DEFECTIVE WORK



 


		25.1	Excluding for Work performed on a Time and Materials basis, the cost of corrections to Contractor's
defective Work, which are not made by Contractor's own work force and at its own cost, or Work that is performed by Owner or a
third party because Work is not being completed by Contractor in a timely manner, to the extent caused by or resulting from the
action or inaction of Contractor and following ten



 


		(10)	days written notice to Contractor to cure, and Contractor's
failure to cure during such 10-day period, or if cure cannot reasonably be completed in 10 days commencing to cure such matters
and diligently completing such cure thereafter, shall be handled as a back-charge against the Contract Price pursuant to the following
procedures:



 


		(a)	Contractor's representative will be notified in writing of the Work Owner intends to perform.



 


		(b)	All labor, equipment and services used to perform the Work, or the corrections or modifications
will be accounted for on an actual time expended basis. Labor will be charged to Contractor at the actual wage rate paid to each
worker, foreman, supervisor and timekeeper involved; plus, applicable taxes, compensation insurance and other payroll assessments
payable and prevailing at the Site.



 






    	CONTRACT MINING AGREEMENT	18 



     


    

 


		(c)	Permanent materials, consumable supplies and/or the cost of other contractors will be charged to
Contractor at Owner's actual cost delivered to the Site.



 


		(d)	The sum total of items (b) through (e) will be the amount applied as a back charge to
the Contract Price.



 


		25.2	All Work performed as a back-charge against this Contract in accordance with the amount calculated
under Section 25.1 will be recorded under a written back-charge notice issued to Contractor by Owner. In instances
where Contractor's representative is at the Site, the representative's signature will be requested. In no event shall the absence
of Contractor's representative or his refusal to sign the notice delay performance of the Work which Owner considers necessary
to the continuation and completion of the Work in accordance with this Contract.



 


		25.3	Whenever possible, Owner will substantiate costs of the error or defect and the corrective Work
performed by means of photographs or other documentary evidence. Separate time sheets and cost records will be maintained for each
back-charge notice and copies of all such records and photographs will be available at all times to Contractor.



 


		25.4	In the event Contractor disputes that its Work was defective or was not being performed in a timely
manner or that such matters were not caused by or the result of action or inaction of Contractor and therefore disputes Owner's
right to back-charge Contractor, the matter shall be resolved in accordance with Article 27.



 


	26.0	LOSS OR DAMAGE BY ACTIONS OF OTHERS



 


		26.1	Owner shall not be liable to the extent Contractor sustains damage or loss through any delay, default,
act or omission of any of its Subcontractors.



 


		26.2	If Contractor, to the extent of any default, negligence or willful misconduct on its part, damages
any other contractor, Contractor hereby agrees to be directly responsible to such other contractor for any such damage and to indemnify,
defend and hold Owner harmless for all such damages.



 


	27.0	DISPUTES



 


		27.1	Executive Meeting - If any dispute arising out of or relating to this Contract shall emerge,
between the Parties, the Parties shall first attempt in good faith to promptly resolve said dispute by negotiations. Either Party
may give the other Party written notice of any dispute not resolved in the ordinary course of business. Within five (5) days
after delivery of such notice, a representative with resolution authority from each Party shall meet at a mutually-acceptable time
and place (or, by mutual agreement, said meeting may be held via telephone or video-conference), and thereafter as often as necessary,
to e:x,change relevant information and to attempt to resolve the dispute. If the matter has not been resolved within ten (10) days
of the disputing Party's notice, or if the Parties fail to meet within ten (10) days, any Party may initiate mediation of
the controversy as provided in Section 27.2.



 






    	CONTRACT MINING AGREEMENT	19 



     


    

 


		27.2	Mediation - If any decisional deadlock or dispute cannot be settled through informal negotiation
as provided in Section 27.1 above, the Parties agree to try in good faith to settle the dispute by mediation before
resorting to arbitration. The mediation process shall be initiated after any relevant Party determines that the informal negotiations
pursuant to Section 27.1 above are not resolving the dispute and thus sends to the other Party written notice of same.
The Parties shall jointly retain, and split the costs of, a professional mediator or retired judge through JAMS. Subject to the
mediator's schedule and any agreement among the Parties, the Parties shall endeavor to complete any mediation within thirty (30)
days of the notice of same.



 


		27.3	Arbitration - If the Parties are unable to resolve the dispute through negotiation and/or
mediation as provided hereinabove, the dispute shall be resolved by binding arbitration. The process shall be initiated by written
notice served by any Party to the unsuccessful mediation. The arbitration shall occur before a single arbitrator on whom the Parties
can agree, administered by American Arbitration Association or JAMS.



 


		(a)	By including this Article 27, it is the Parties' intention that all disputes shall be resolved
by the quickest, fairest, and least expensive means reasonably available.



 


		(b)	The Parties agree that the arbitrator shall give effect to the laws of the State of Nevada, including
but not limited to conflicts of law provisions, statutes of limitation, and matters pertaining to the validity of this arbitration
clause in determining matters submitted to arbitration hereunder.



 


		(c)	The arbitrator is empowered and shall have the authority to award preliminary injunctive relief,
other provisional remedies, equitable relief and/or damages, compensatory damages, and such damages as shall be reasonable in an
amount in relation to the receiving Party's pecuniary loss, if any, and available under the laws applicable to the circumstances
of the dispute.



 


		(d)	The costs of the arbitration, including the fees and expenses of the arbitrator, the administration
fees, and the facility costs, if any, shall be borne by the Parties to the arbitration in equal shares, each Party bearing the
expense of its own counsel, experts, witnesses and preparation and presentation of proofs.



 


		(e)	Subject to the arbitrator's schedule, the arbitration shall occur within one-hundred twenty (120) days of service of the notice which initiated
the arbitration process.






 


		(f)	Unless otherwise ordered by the arbitrator, each Party shall be entitled to pursue all appropriate
methods of discovery. The Nevada rules of evidence shall govern the proceeding.



 


		27.4	Confidentiality- Except for Owner's obligations to report to as required by applicable governmental
and regulatory agencies, including stock exchanges where Owner maintains a listing, having jurisdiction over the Project, the Patties,
mediator(s) and/or arbitrator(s) shall treat all aspects of any dispute as strictly confidential; provided, however,
that any award or decision rendered by the arbitrator pursuant to Section 27.3 may be entered and recorded as a judgment
or order in any court of competent jurisdiction.



 


		27.5	Venue - The venue of any binding dispute resolution procedure, or court action appealing same or
brought for any other purpose, shall be Reno, Nevada.



 






    	CONTRACT MINING AGREEMENT	20 



     


    

 


	28.0	DELAYS AND FORCE MAJEURE



 


		28.1	Contractor shall, in writing, promptly and in no event later than three (3) days after Contractor
identifies the delay, advise, and thereafter keep advised, Owner concerning any delay or additional delay in the Work. If Contractor
fails to advise Owner within such 3-day period, Contractor shall not be granted schedule relief to the extent the failure prevented
Owner from mitigating the effects of the delay discovered by Contractor.



 


		28.2	Neither Party shall be liable for its failure to perform any of its obligations hereunder during
any period in which performance is delayed by force majeure events including fires, floods, earthquakes, or other natural disasters,
wars, strikes, labor lock-outs, union disputes, embargos, riots, the intervention of any government authority, or other event that
is out of the reasonable control of the affected Party excepting any obligation of either Party to make payments in connection
with the Work, provided that the Party suffering such delay immediately notifies the other Party in writing of the delay. Weather
that is not abnormally severe for the period of time when, and area where, such event occurs shall not be a force majeure event.
Neither Party shall be relieved of liability for failure of performance due to a claimed force majeure hereunder if such failure
is due to causes arising out of its own negligence or to removable or remediable causes that it fails to remove or remedy with
reasonable dispatch. If the performance of Contractor is delayed for force majeure for a period of thirty (30) consecutive days
or more, Owner may terminate this Contract by notice to Contractor and Contractor shall be paid for all Work executed through the
date of termination as per Schedule of Prices (Exhibit D) or Change Orders agreed, excluding any defective Work, and
for Demobilization as specified in the Schedule of Prices (Exhibit D) or a pro rata portion thereof if a part of this
Contract is terminated. In the event Owner does not terminate this Contract due to a force majeure, then (i) the time for
performance or cure will be extended for a period equal to the duration of the force majeure, (ii) Contractor shall be reimbursed
for all costs incurred pursuant to Section 29.3, and (iii) Contractor shall provide Owner with Contractor's plan
to proceed under the terms of this Contract notwithstanding the force majeure.



 


		28.2.1	Should any governmental agency intervene or suspend the Project due to Contractor's failure to
complete Work in accordance with this Contract, Contractor agrees that it shall remain on the Project until such time as the governmental
agency is satisfied with Contractor's performance. Any delays or suspensions related to Contractor's failure to perform shall not
constitute a force majeure event.



 


	29.0	SUSPENSION OR TERMINATION FOR CONVENIENCE



 


		29.1	Owner reserves the right to suspend or terminate this Contract, or any part thereof, upon notice,
at any time and for any reason it deems fit, including for its convenience (i.e., without cause). Such suspension or termination
will be made in writing and may include the whole or any specified part of this Contract.



 


		29.2	If during the Term Owner elects to terminate the Agreement for convenience, Owner will provide
Contractor with 30 days' prior notice. The purpose of the specified thirty-day notice is to allow the Parties sufficient time for
the Contractor to efficiently demobilize. For purposes of clarity, this Section 29.2 shall not prevent or restrict Owner from terminating the Agreement under Article 28 DELAYS AND FORCE MAJEURE.



 


		29.3	As full compensation for suspension or termination for convenience, Contractor will be reimbursed
for the following costs, reasonably incurred, in addition to compensation for Work executed, without duplication of any item, to
the extent that such costs result from such suspension of the Work:



 


		(a)	A standby charge to be paid to Contractor during the period of suspension which standby charge
will be sufficient to compensate Contractor for keeping, to the extent required in Owner's notice of suspensions, its organization,
labor, supervision and equipment committed to the Project in a standby status. Standby charges are limited to onsite costs only.



 






    	CONTRACT MINING AGREEMENT	21 



     


    

 


		(b)	All reasonable costs associated with the Demobilization as per schedule and reasonable costs associated
with remobilization of Contractor's plant, forces and equipment to the extent required in the notice.



 


		(c)	An equitable amount to reimburse Contractor for the cost of maintaining and protecting that portion
of the Project upon which Work has been suspended.



 


		29.4	Upon receipt of notice to resume suspended Work, Contractor will resume the suspended Work within
a reasonable time to the extent of the resumption of Work required in the notice. If, as a result of any such suspension of the
Work, the cost to Contractor of subsequently performing the Work is substantially increased or decreased, Owner will make an equitable
adjustment in its payment for any remaining portion of the Work. Further, the time of performance of this Contract will be subject
to extension as necessitated by the suspension, plus a reasonable additional period for remobilization. The Contract will, accordingly,
be amended by a Change Order, provided, however, that any claim by Contractor for an adjustment hereunder must be asserted within
thirty (30) calendar days after Contractor has determined its costs associated with performance of remaining portions of the Work.
In the event any Work is suspended for a total period of ninety (90) consecutive days or more, Contractor shall have the right,
but not the obligation, to terminate this Contract in which case Contractor shall be further compensated by Owner in accordance
with the amounts set forth in the Schedule of Prices (Exhibit D) or as modified by any Change Order. Should Contractor
elect such termination Contractor and Owner will use their best efforts to negotiate an equitable settlement beyond Demobilization
as specified in Exhibit D. If Contractor and Owner fail to agree on an equitable settlement, payment to Contractor
shall include the following:



 


		(a)	Demobilization as specified in the Schedule of Prices (Exhibit D) or a pro rata portion
thereof if a part of this Contract is terminated.



 


		(b)	The cost of termination and settlement of subcontracts properly chargeable to the terminated portion
of this Contract.



 


		(c)	Payment for materials and supplies already obtained or ordered and non-cancellable on the effective
date of Termination, including an additional 10% for warehousing, overhead and profit.



 


		(d)	Contractor's billable cost for accounting, legal, clerical and other overhead, which billable cost
shall not exceed 10% of the total of all other costs incurred through the effective date of Termination exclusive of the costs
enumerated in Sections 29.4 (a) through (d) inclusive; but Contractor shall not be paid and no claims shall be
made for special or consequential damages including loss of anticipated profit due to such termination.



 


		29.5	In case of termination for the Owner's convenience, the Owner fully releases the Contractor of
any and all obligations and liabilities and Contractor shall be entitled to the same right to compensation upon termination as
set out in Section 29.4 where Contractor elects to terminate.



 


	30.0	TERMINATION FOR CAUSE



 


		30.1	If either Party shall become bankrupt or insolvent, or
if either Party has reasonable grounds to believe that the other Party is bankrupt or insolvent or unable or unwilling to pay
its debts as they become due, including but not limited to payment for the Work performed under this Contract, the affected Party
may terminate for cause all or part of this Contract and/or its further obligations to perform hereunder, as such affected Party
may elect. The Party requesting such termination for cause shall deliver a Notice of Termination for Cause explaining the basis
for such termination and request the Party in default cure the default with ten (10) days from the date the Notice of Termination
for Cause is received. If the Party receiving the Notice of Termination for Cause, within a period of 10 days after delivery of
such notice, fails to failure to cure such default during the 10-day period, or if cure cannot reasonably be completed in 10 days
commencing to cure such default and diligently completing such cure thereafter in accordance therewith, the Party declaring that
a default has occurred may terminate the Contract.



 






    	CONTRACT MINING AGREEMENT	22 



     


    

 


		30.2	If, for any reason other than force majeure or as a result of action or inaction by Owner or those
for whom Owner is responsible at law, Contractor fails to commence the Work within the time specified and prosecute it continuously
with sufficient properly skilled workmen and equipment to ensure its completion within the specified time, or fails to perform
the Work in the manner required by this Contract, or fails to carry on Work in a reasonably acceptable manner, or defaults in any
of the obligations herein, Owner may elect to give notice in writing of such default, specifying the same and the corrective steps
to be taken. If Contractor, within a period of 10 days after delivery of such notice, fails to cure such default during the 10-day
period, or if cure cannot reasonably be completed in 10 days commencing to cure such default and diligently completing such cure
thereafter in accordance therewith, Owner may terminate Contractor's right to continue with the Work and may complete it with its
own forces, contract with third parties for its completion, or use such other measures as in Owner's opinion are necessary for
completion in accordance with this Contract. Selection of another contractor(s) for the purpose of completing the Work shall
be in Owner's sole discretion, and not necessarily by the lowest bid(s). The foregoing notwithstanding, under this agreement "Cause"
shall specifically, include but not be limited to, Contractor failing to meet the production schedule due to causes within Contractor's
control by more than 10% of scheduled production in any one quarter or 15% of scheduled production in any one month as compared
to the approved production schedule, unless such change in schedule was agreed by Owner.



 


		30.3	Intentionally left blank.



 


		30.4	In the event of termination for cause by Owner under Sections 30.1 and 30.2, and except
as otherwise provided in this Contract:



 


		(a)	Owner shall be entitled to deduct from any and all monies owing to Contractor hereunder damages
for additional expenses caused by or arising out of breach of warranties and guarantees hereunder by Contractor, or of any other
default by Contractor;



 


		(b)	If the expense of finishing the Work by the owner in accordance with 30.2 exceeds the pricing that
would have been paid to Contractor hereunder had it completed such Work, Contractor shall promptly pay the difference to Owner;
and



 








		(c)	Contractor shall not be entitled to receive any further payment until the Work is finished and
any such payments shall exclude all Claims and Contractor shall not be entitled to any claims for special or consequential damages,
including loss of anticipated profit due to such termination.



 


		30.5	No settlement payment will be made to Contractor hereunder, until Contractor has submitted:



 


		(a)	A final statement supported by vouchers; and



 


		(b)	A full Release and Waiver of Claim form or other evidence reasonably satisfactory to Owner that
Contractor has paid for all labor, materials, equipment, services, subcontracts, applicable taxes and other costs and assessments
payable by Contractor in connection with the Work it performed under this Contract.



 


		30.6	Failure of Owner to exercise any of the rights given under this Section shall not excuse Contractor
from compliance with the provisions of this Contract nor prejudice in any way Owner's right to exercise any such rights in respect
to any subsequent failure by Contractor.



 


		30.7	Upon termination of this Contract by Owner for cause under Sections 30.1, 30.2 and 30.3 it is agreed:



 


		(a)	That the obligation of Contractor shall continue as to Work already performed and to materials
furnished, and, as to bona fide obligations assumed by Contractor prior to the date of termination.



 






    	CONTRACT MINING AGREEMENT	23 



     


    

 


		(b)	That Contractor shall be entitled to compensation for Work already performed, including material
for which it has made firm contracts, it being understood that Owner shall be entitled to that material.



 


		30.8	Upon termination of this Contract by Contractor for cause under Section 30.1, Contractor shall
be entitled to the same right to compensation as set out in Section 29.4 for termination for Owner's convenience.



 


		30.9	In the event of termination for cause by either Party, written notice will be given to the Party
that caused the termination by means of certified letter addressed to the Party being terminated at the address set forth in this
Contract. Subject to the directions set forth in the termination notice, Contractor shall immediately discontinue Work and the
placing of orders for further services, material and equipment and shall, as directed, effect cancellation of all existing orders
and subcontracts and thereafter perform only such Work as may be necessary to preserve and protect the Work already in progress
for a period not exceeding fourteen (14) days from the date of the termination notice.



 


		30.10	The termination provision set forth in this Article shall be concurrent with and in addition
to, without prejudice to, and not in lieu of, or in substitution for, any other rights or remedies at law or in equity which Owner
or Contractor may have for the enforcement of its rights under this Contract and its remedies for any default of the other Party
under the conditions hereof.



 


	31.0	CLAIMS, GARNISHMENTS AND ATTACHMENTS



 


		31.1	In the event of any Claim, attachment or garnishment against Owner and to the extent caused by
or resulting from the action or inaction of Contractor, and assuming Owner is not in breach of its payment obligations to Contractor
hereunder, Owner shall have, in addition to any other rights under this Contract, the right to take one or more of the following
actions, provided, however, that Owner has given Contractor written notice and a reasonable time period in which to discharge any
such Claim, attachment or garnishment:



 


		(a)	To set off a counterclaim against Contractor or any garnish, claimant or other person or entity
with respect to the amount involved, notwithstanding the fact that such set off or counterclaim may arise out of a transaction
or occurrence unrelated to this Contract, whether it occurs or arises before or after the date of such garnishment, claim or notice
thereof;



 


		(b)	To recover in whole or in part as Owner may elect from Contractor or out of any amount claimed,
attached or garnished or out of any amount therefor or thereafter owed to Contractor all damages, costs, and expenses reasonably
incurred in relation to such claim, garnishment or attachment, including court costs and reasonable attorney's fees;



 









    	CONTRACT MINING AGREEMENT	24 



     


    

 


		(c)	To withhold any and all amounts claimed, attached or garnished until it is certain in its sole
judgment to whom such funds should be paid and without liability on the part of Owner in any event to pay such sum;



 


		(d)	To exercise each and every right stipulated in this Contract including the right to withhold; and



 


		(e)	To require as a condition of payment a full and complete release in favor of Owner, in form and
substance reasonably satisfactory to Owner, from each and every person or entity which in Owner's judgment, acting reasonably,
may be a claimant to such payment or any other payment therefor or thereafter paid or due to Contractor.



 


		31.2	Contractor shall have the option to post a bond with the appropriate party, as determined by Owner,
in the amount of the Claim, garnishment or attachment to avoid Owner making payments or settlements which are disputed.



 


	32.0	INTELLECTUAL PROPERTY; TITLE TO MATERIALS



 


		32.1	Contractor owns or has the right to use all patents, trademarks, copyrights, or other proprietary
rights, and has procured any necessary licenses or agreements for equipment, materials, methods, processes, or systems comprising
the Work. Contractor shall not incorporate into any part of the Work any materials, methods, processes or systems which involve
the use of any proprietary information which Contractor does not have the right to use or which may result in Claims or suits against
Owner for claims of infringement. If all or any part of the Work is enjoined or a claim of infringement (whether actual or threatened)
is made or brought with respect to all or any part of the Work, Contractor, at its expense, shall at Owner's election either procure
for Owner the right to continue to use or sell same or replace same with non-infringing materials and/or equipment of a grade and
quality to meet all specifications for their required use.



 


		32.2	The title to water, soil, rock, gravel, sand, minerals, timber and any other materials developed
or obtained in the excavation or other operations of Contractor or any of its Subcontractors at the Project is hereby expressly
reserved by Owner. Neither Contractor, its Subcontractors, nor any of their representatives or employees shall have any right,
title, or interest in said materials nor shall they assert or make any claim thereto. Contractor may, at the sole discretion of
Owner except as otherwise provided in this Contract, be permitted to use in the Work any such materials which meet the requirements
of this Contract.



 


	33.0	LOCAL LABOR/SUPPLIERS



 


		33.1	Insofar as it is not inconsistent with the other provisions of this Section, Contractor shall give
preference to local labor and local suppliers, as far as is reasonable, practicable, and cost effective for Contractor to do so.



 


	34.0	SECURITY AND CONFIDENTIALITY



 


		34.1	Entrance onto the Site by Contractor's employees and all other persons will be subject to strict
Site security rules and Contractor hereby agrees to comply and to cause strict compliance therewith by its Subcontractors.
Contractor shall deny all visitors' access to the Site, unless properly cleared in advance in writing with Owner. Without limiting
the foregoing, Contractor shall request Owner's approval before conducting any Site tours. All visitors to the Site must wear accepted
personal protective gear and have all applicable MSHA or other required training. No employee of Contractor or any visitor allowed
access to the Site by Contractor may
take any photographs or videos at the Site unless expressly authorized by Owner to do so. Owner shall be provided copies of any
authorized photographs or videos of the Site.



 






    	CONTRACT MINING AGREEMENT	25 



     


    

 


		34.2	Contractor shall obtain authorization from Owner to enter the Site with trucks and other vehicles and shall use only the entrances
designated by Owner for the use of contractors employed on the Project.



 


		34.3	Contractor shall require its employees and the employees of its Subcontractors to, at all times
while on the Site, wear such identification as may be required by Owner and furnished by Contractor. Contractor or its Subcontractors
will ensure all vehicles entering Site must be identified with Contractor's or Subcontractor's logo on vehicles.



 


		34.4	Publicizing the Work, or any part thereof, without prior written approval by Owner, in the form of public announcements, advertisements,
or publications, either verbal or in any other manner, is prohibited.



 


		34.5	Contractor and Subcontractors (if any) shall provide buses or vans to transport their employees on site, as personal vehicles
will not be allowed on the Site.



 


		34.6	Each Party agrees to receive and maintain all Confidential Information of the other Party in the
strictest confidence and shall not disclose Confidential Information of the other Party in any manner whatsoever and shall not
use the Confidential Information of the other Party, directly or indirectly, for any purpose whatsoever, other than in connection
with the Work and this Contract. If a Party hereto is required by law to disclose any of the Confidential Information of the other
Party, such disclosing Party shall provide the other Party with a prompt notice so that such other Party may seek either a protective
order or other appropriate remedy. In the event such protective order or other appropriate remedy is not obtained, the disclosing
Party shall furnish only that portion of the Confidential Information of the other Party which in the reasonable opinion of its
counsel is legally required.



 


		34.7	Each Party may only disclose the Confidential Information of the other Party to its employees,
officers, directors or advisors associated with the Project who have a need to know the Confidential Information. Each Party agrees
to be responsible for any breach of this Article 34 by any person to whom it has provided the Confidential Information.



 


		34.8	For the purposes of this Article, "Confidential Information" means all information of
a confidential nature (including information in writing or transmitted or acquired orally, visually or by other means) which the
Party, directly or indirectly, acquires from the other Party, including any information concerning or relating to a Party or the
Project, including their respective business affairs, financial position, assets, operations, activities, prospects or trade secrets,
together with all analyses, evaluations, compilations, notes, studies, but shall not include:



 


		1.	information which is or becomes available to the public, other than as a result of disclosure by
a Party or its employees, officers, directors, advisors, agents or subcontractors;



 


		2.	information which a Party can prove was, at the time of disclosure, already in the possession of
the such Party on a non-confidential and lawful basis; or



 


		3.	information that is rightfully received by a Party from a third party, without such Party's knowledge,
after due inquiry, of a breach of confidentiality agreement or other obligation of secrecy by such third party.



 









    	CONTRACT MINING AGREEMENT	26 



     


    

 


	35.0	HYGIENE, FIRST AID AND SAFETY



 


		35.1	Contractor agrees to comply with, at the minimum, Owner's Health and Safety Policy as stated in
Exhibit H and as amended from time to time, all safety provisions put into effect for the Project by Owner, and with
all applicable requirements and regulations of regulatory bodies. Should there be any difference between the requirements of Applicable
Laws and Owner's Health and Safety Policy, the more stringent requirement shall be adopted. Regarding, health and safety, Contractor
must abide by MSHA standards and any additional safety standards provided to Contractor that Owner may, from time to time, implement.



 


		35.2	In the event a situation occurs wherein life or valuable property are in apparent imminent danger,
Contractor is hereby authorized upon its discovery of such condition and without further special instructions from Owner to act
at its own discretion to prevent injury to persons or damage to property.



 


		35.3	Contractor bears responsibility under the law for the safety of its own personnel employed on the
Project Site and for persons entering the Site as agents or visitors of Contractor. Contractor shall, within 15 days of the Effective
Date, and in, any case before commencement of any Work, provide Owner with a written Health, Safety and the Environment program
("Contractor HS&E Program") for mine operations. The Contractor HS&E Program shall not be final until
approved in writing by Owner. Owner shall use its commercially reasonable efforts to approve, if sufficient, or to provide comments
on the Contractor HS&E Program within 10 days after its receipt thereof. Any changes in the Contractor HS&E Program shall
be submitted to Owner for approval. Such review and approval shall not relieve Contractor of its responsibility for occupational
health and safety or its obligations to undertake any action that may be necessary or required to establish and maintain healthy
and safe working conditions on the Site.



 


		35.4	Contractor shall notify Owner's representative immediately of any safety incident or accident that
results in equipment damage, death or injury to any employee, or has the potential to create harm to any employee. Contractor shall
cooperate fully with Owner in any incident investigation that Owner, in its discretion, desires to conduct with respect to any
safety incident or accident of which it is notified. Contractor shall furnish Owner's representative with a detailed written report
of all safety incidents or accidents no later than 24 hours after the time of said incident or accident. Contractor shall provide
Owner with a monthly detailed report of all such incidents or accidents - including corrective actions associated with each incident
or accident that have been corrected or are in the process of being corrected. In the event Contractor receives notice that an
inspection by any governmental authority will occur or is occurring, Contractor shall immediately provide notice to Owner in order
that Owner's representative may be present. Contractor shall supply Owner copies of all inspection reports by respective regulatory
agencies and Contractor's communications to regulatory agencies regarding correction of deficiencies.



 


		35.5	Contractor shall provide Owner written copies of the jointly approved Work procedures (i.e. blast
and dump procedures for example) that are communicated to its employees in order that Owner's personnel follow proper procedures.



 


		35.6	Contractor shall designate in writing a competent employee, acceptable to Owner, as Contractor's
"Safety Representative" for the Project. The Safety Representative shall be responsible, on behalf of Contractor,
for implementing, communicating, and enforcing Contractor's HS&E Program to Contractor's personnel and to Subcontractors and
their personnel. Contractor's Safety Representative is to be a fulltime staff person dedicated to occupational health and safety
with respect to the Project only.



 


		35.7	Contractor's onsite plant, facilities and structures and work practices, including those facilities
for which Contractor has been given the privilege to use by Owner, will undergo regular safety audits by Owner. Contractor will
make available, upon request, such senior management personnel as required by Owner to assist with and participate in
any such audit. The result of such audits will be supplied to Contractor. Within 48 hours of receiving such results, Contractor
shall provide a schedule to Owner in order to comply with the corrective actions required from the audit.



 









    	CONTRACT MINING AGREEMENT	27 



     


    

 


	36.0	ENVIRONMENTAL RESPONSIBILITIES



 


		36.1	Contractor shall comply with Owner's Environmental Policy as stated in Exhibit I and
as it may be amended from time to time and provided to Contractor.



 


		36.2	Contractor shall ensure that its supervisory personnel on the Site are familiar with the relevant
provisions of Owner's Environmental Policy, all applicable Environmental Laws and requirements (including the provisions of relevant
permits, licenses or other authorizations issued with respect to the operation) relating to the conduct of operations, protection
of the environment, health and safety and progressive reclamation of the Site and shall ensure that all such provisions are complied
with by all its personnel engaged in operations hereunder.



 


		36.3	If Contractor or any Subcontractor wishes to erect any temporary plant structures and/or facilities,
then Contractor shall submit such plans, specifications and/or descriptions to Owner for approval. The submission of such plans
shall be done in a timely manner so as to allow adequate time for Owner to review the proposals.



 


		36.4	Except as required for performance of the Work in accordance with this Contract, Owner may in its
sole discretion, approve all information submitted as provided in Section 36.3 prior to construction and/or installation
commencing. Any such construction and/or installation done by Contractor prior to receiving Owner's approval is at Contractor's
own risk. Any resulting modifications to the proposed structures and/or installations requested by Owner, due to neglect of Contractor,
shall be at Contractor's cost.



 


		36.5	When Contractor has completed construction of new structures and/or installations, said structures
or installations shall be subject to an environmental audit. The results of such audits shall be made available to Contractor.
Rectification of any defects found shall be at Contractor's cost.



 


		36.6	Contractor's onsite plant, facilities and structures and work practices, including those facilities
for which Contractor has been given the privilege to use by Owner, will undergo regular environmental audits by Owner. Contractor
will make available, upon request, such senior management personnel as required by Owner to assist with and participate in any
such audit. The result of such audits will be supplied to Contractor. Within 48 hours of receiving such results, Contractor shall
provide a schedule to Owner in order to comply with the corrective actions required from audit.



 


		36.7	Contractor shall at all times minimize the potential for contamination of soils, vegetation, surface
and ground water. Specifically Contractor shall ensure compliance with all Applicable Laws and:



 


		(a)	Maintain appropriate containment facilities, and construct such as required to the satisfaction
of Owner for all petroleum products, chemicals and other hazardous or contaminant material, as may be determined by Owner and stored
onsite by Contractor.



 


		(b)	Train and instruct all personnel employed by, contracted with, or acting as agent for Contractor
in the safe use, transport and storage of all such petroleum products, chemicals and other hazardous or contaminant materials to
the satisfaction of Owner.



 






    	CONTRACT MINING AGREEMENT	28 



     


    

 


		(c)	Ensure that Contractor's containment facilities and incorporated spill collection devices are at
all times functional such that any and all spills shall not violate any Environmental Laws or contaminate, pollute or otherwise
degrade the environment to the extent that the legal obligations of Owner are compromised or contradicted.



 


		(d)	Develop specific Emergency Response and Remediation (ERR) Criteria in the event that a spill may
occur in connection with the Work. The ERR Criteria are to be to the satisfaction of Owner.



 


		(e)	If, in the opinion of Owner, Contractor fails to take appropriate action in regard to any faults,
defects or incorrect operation of such containment facilities, Owner may take any steps it reasonably deems necessary to correct
such faults, defects or incorrect operation. Owner may back-charge Contractor any costs incurred to implement said steps, as provided
in Article 25.



 


		(f)	Maintain and regularly update, to the satisfaction of Owner, a full register of materials, volumes
of materials and location of materials within the containment facilities.



 


		(g)	Operate equipment, machinery, tools and other devices in such a manner as to comply with Owner's
Environmental Policy.



 


		(h)	Notify Owner of any and all spills of petroleum products, chemicals and other hazardous or contaminant
materials as provided in Section 13.2 of the Contract Specifications (Exhibit A).



 


		36.8	Contractor shall be responsible for and will pay all costs, subject to Contractor's limit of liability,
in connection with all investigations, studies, cleanup, corrective response, removal action or remedial action required by any
governmental entity, court or agency, or by any Applicable Laws in effect for Contractor's (and any Subcontractor's) bringing on
Site, generating, storing, or releasing of Contractor's solid wastes or hazardous wastes, substances, or materials, failure to
report any such release or generation, failure to have obtained permits or other authorization that Contractor is required to obtain
in connection with the Work (but specifically excluding any permits and authorizations that Owner 1s required to obtain), or failure
to comply with the requirements of this Contract.



 


		36.9	Contractor shall comply with all commitments made by Owner in the "permit conditions"
set forth in the documents listed in Attachment 4 to the Contract Specifications (Exhibit A), to the extent
related to the Work, except for such commitments for which Contractor has no control.



 


		36.10	Contractor must comply with all other environmental regulatory permits and any additional environmental
standards that Owner may, from time to time, implement, provided that such are promptly communicated to Contractor.



 


		36.11	Contractor shall notify Owner's representative immediately
of any environmental spill, incident or accident. Contractor shall cooperate fully with Owner in any incident investigation that
Owner, in its discretion, desires to conduct with respect to any environmental spill, incident or accident of which it is notified.
Contractor shall furnish Owner's representative with a detailed written report of all environmental spills, incidents or accidents
no later than 24 hours after the time of said incident or accident. Contractor shall provide Owner with a monthly detailed report
of all such spill, incidents or accidents - including corrective actions associated with each spill, incident or accident that
have been corrected or are in the process of being corrected. In the event Contractor receives notice that an inspection by any
governmental authority will occur or is occurring, Contractor shall immediately provide notice to Owner in order that Owner's
representative may be present. Contractor shall supply Owner copies of all inspection reports by respective regulatory agencies
and Contractor's communications to regulatory agencies regarding correction of deficiencies.



 






    	CONTRACT MINING AGREEMENT	29 



     


    





 


		37.0	MAINTENANCE AND CLEAN-UP OF FACILITIES; GARBAGE AND
                                         TRASH DISPOSAL



 


		37.1	Contractor shall keep all
                                         working areas free of all debris. Upon leaving any area, Contractor shall remove all
                                         rubbish and unused materials.



 


		37.2	Contractor will reduce
                                         the visual impact of the Work by promptly disposing of trash and other debris generated
                                         in its operations in a manner approved by Owner. Supplies, including usable scrap steel,
                                         pipe, etc., will be stored and sorted in an organized and neat manner.



 


		37.3	Waste materials generated
                                         by Contractor in the execution of the Work, such waste waters, chemicals and containers
                                         shall be recycled either onsite or offsite in compliance with Applicable Laws and Owner's
                                         Environmental Policy. Owner will be responsible for disposing of all hydrocarbon waste
                                         (other than material contaminated from any spill), chemicals and aerosol cans, offsite.
                                         All inert debris, paper, metal, wood, etc. products will be allowed into Owner Dumpsters.



 


		37.4	Contractor agrees to pick
                                         up all surface material, soil, or trash contaminated from any oil spill and confine it
                                         to an Owner approved and designated area. Contractor will be back-charged with the full
                                         cost and expense of removing all contaminated material resulting from any spill to the
                                         appropriate offsite location and disposing of same in compliance with Applicable Laws
                                         and Owner's Environmental Policy, to the extent such spill was caused by Contractor.



 


		37.5	On completion of the Work,
                                         Contractor shall leave the Site clean and orderly, and free of all equipment, waste materials,
                                         and rubbish. All trash and scrap shall be handled in accordance with Applicable Laws
                                         and subject to Owner's approval.



 


		37.6	Contractor shall not dispose
                                         of any hazardous substance, pollutant or contaminant except m strict compliance with
                                         Applicable Laws and subject to Owner's approval.



 


		38.0	MATERIAL AND MATERIAL CONTROL



 


		38.1	Contractor will control
                                         and handle all materials which it will install or use at the Site, including any such
                                         materials provided by Owner. Control and handling shall include, but not be limited to,
                                         receipt and offloading of material, its temporary storage and protection, and the transfer
                                         of material from points of unloading to points of installation.



 


		38.2	Contractor will store,
                                         handle and protect any material purchased by Contractor before Contractor's use of such
                                         material on Site.



 


		38.3	Contractor shall be solely
                                         responsible for the cost of repair or replacement of any of its materials or Owner's
                                         materials being used by Contractor that are lost, stolen or damaged that are not covered
                                         by insurance maintained by either Owner or Contractor.



 






    	CONTRACT MINING AGREEMENT	30 



     


    

 












		39.0	TAXES



 


		39.1	Unless otherwise specified
                                         in this Contract, all taxes which Contractor may be required to pay or collect are for
                                         the account of Contractor and shall be deemed to be included in the Contract Price or
                                         Contract Unit Prices, whether or not such taxes are required to be separately stated.



 


		39.2	Any and all taxes assessed
                                         against buildings and personal property brought onto the Site by Contractor for its convenience
                                         in the execution of the Work are for Contractor's account.



 


		40.0	INDEMNITY; WAIVER OF CONSEQUENTIAL DAMAGES; LIMITATION
                                         OF LIABILITY



 


		40.1	As used in this Article 40:
                                         (i) "Claims" means suits, actions, legal or administrative
                                         proceedings, claims, causes of action, demands, damages or every kind and type, liabilities,
                                         fines, penalties, losses, costs and expenses, including costs of defense and attorneys'
                                         fees and including claims for any bodily injury, death or damage to property, (ii) references
                                         to "Owner Group" shall include Owner, and each of its parent, partners,
                                         subsidiaries, affiliates, joint ventures, co-owners, contractors, and any and all of
                                         their respective directors, officers, employees, agents, invitees, and representatives,
                                         and (iii) references to "Contractor Group" shall include Contractor
                                         and each of its parent, partners, subsidiaries, affiliates, joint ventures, co-owners,
                                         subcontractors, and any and all of their respective directors, officers, employees, agents,
                                         invitees, and representatives.



 


		40.2	Contractual Indemnity:



 


		40.2.1	To the fullest extent permitted
                                         by law, Contractor shall protect, indemnify, defend and hold Owner Group harmless from
                                         and against any and all Claims occurring in the course of or in connection with the Work,
                                         however arising; but only to the extent caused in whole or in part by or resulting from
                                         Contractor's breach of this Contract, or the negligent acts or omissions or willful misconduct
                                         of Contractor Group. Nothing in this provision shall be construed to provide indemnification
                                         to Owner Group for Claims to the extent caused in whole or in part by or arising out
                                         of Owner Group's (other than Contractor's) negligent acts or omissions, or willful misconduct
                                         or breach of Contract by Owner. Such indemnification and hold harmless obligation shall
                                         include reasonable attorney's fees and other costs and expenses of defending any such
                                         Claim. Owner Group shall have the right to participate in or assume the defense for,
                                         and defend, any Claim covered by this Section, and in such event shall do so at its sole
                                         expense and shall bear all other costs and expenses related thereto.



 


		40.2.2	To the fullest extent permitted
                                         by law, Owner shall protect, indemnify, defend and hold Contractor Group harmless from
                                         and against any and all Claims occurring in the course of or in connection with the Work,
                                         however arising; but only to the extent caused in whole or in part by or resulting from
                                         breach of Contract by Owner, or the negligent acts or omissions, or willful misconduct
                                         of the Owner Group. Nothing in this provision shall be construed to provide indemnification
                                         to the Contractor Group for Claims to the extent caused in whole or in part by or arising
                                         out of the Contractor Group's negligent acts or omissions, or willful misconduct or breach
                                         of Contract by Contractor. Such indemnification and hold harmless obligation shall include
                                         reasonable attorney's fees and other costs and expenses of defending any such Claim.
                                         Contractor Group shall have the right to participate in or assume the defense for, and
                                         defend, any Claim covered by this Section, and in such event shall do so at its sole
                                         expense and shall bear all other costs and expenses related thereto.



 


		40.3	Subject to the limitations
                                         provided in Section 40.6, Contractor further agrees to indemnify and hold harmless
                                         and defend the Owner Group against Claims by Contractor's employees based on a theory
                                         that they are borrowed servants of Owner, or based on a theory of Owner's negligence
                                         in its failure to supervise or control their actions as their employer, including employee
                                         related claims of breach of any requirement imposed by applicable employment or workers
                                         compensation regulations.



 






    	CONTRACT MINING AGREEMENT	31 



     


    

 


		40.4	Contractor's obligations
                                         contained herein shall survive Owner's Final Acceptance of the Work and termination of
                                         the Contract except as otherwise provided in the Contract.



 


		40.5	Waiver of Consequential
                                         Damages. Notwithstanding any provision of this Contract to the contrary, neither
                                         Party shall be liable to the other Party for any special, incidental, indirect or consequential
                                         loss or damage of any kind whatsoever, including without limitation any claim, loss or
                                         damage arising from loss of use, loss of profit, lost revenue, business interruption,
                                         or otherwise.



 


		40.6	Limitation of Liability.
                                         Notwithstanding any provision of this Contract to the contra1y, Contractor's
                                         maximum aggregate liability under this Contract to Owner Group, and the obligations of
                                         Contractor to defend, indemnify, and hold harmless them from and against any and all
                                         Claims and liability of any kind whatsoever, whether as a result of breach of contract,
                                         tort (including without limitation, negligence and nuisance), strict liability, or any
                                         other legal theory, and whether arising (a) before or after the completion of the
                                         Work, or (b) out of, connected with or resulting from the Work, shall be limited
                                         to Fifteen Million Dollars ($15,000,000).



 


		41.0	CONTRACTOR'S INSURANCE



 


		41.1	Within five (5) days
                                         of signing of this Contract, and in any event prior to mobilization to the Site, Contractor
                                         shall submit all certificates of insurance required under this Article. Contractor shall
                                         not move onto the Site until all specified insurance coverage has been obtained by Contractor
                                         and provided to Owner.



 


		41.2	Contractor, prior to the
                                         commencement of any Work under this Contract, shall purchase, and until completion of
                                         the Work or any earlier termination of this Contract, maintain insurance with respect
                                         to Contractor's operations under this Contract, whether such operations be performed
                                         by himself or by any Subcontractor or by anyone directly or indirectly employed by any
                                         of them, or by anyone for whose acts any of them may be liable.



 


		41.3	The insurance required
                                         under this Article shall be written for the limits of liability specified in this
                                         Contract as follows. Said insurance shall be from insurance carriers with an AM Best
                                         rating of A- VIII.



 


		41.3.1	Insurance for liability
                                         under the worker's compensation or occupational disease laws of the jurisdiction in which
                                         the Work is performed or is otherwise applicable with respect to persons performing Work
                                         hereunder and Employer's liability insurance covering all claims by or in respect of
                                         the employees of Contractor, providing:



 


		(a)	Coverage
                                         for the statutory limits of all claims under the applicable worker's compensation act
                                         or acts. Contractor shall also provide to Owner Group a waiver of all subrogation rights
                                         with respect to losses paid under the worker's compensation or Employer's Liability coverage.
                                         Contractor shall also require its Subcontractors to provide such worker's compensation
                                         insurance with applicable waiver of subrogation rights.



 


		(b)	Employer's
                                         Liability insurance with an inclusive limit of US $1,000,000.



 






    	CONTRACT MINING AGREEMENT	32 



     


    

 


		41.3.2	Commercial General Liability insurance on an occurrence
                                         basis with an inclusive limit of US $1,000,000 per occurrence and $2,000,000
                                         aggregate. A combination of primary and excess policies to achieve said limits will
                                         be acceptable, and to include:



 


		(a)	Contractor
                                         coverage for ongoing and completed operations, blanket contractual liability, independent
                                         contractors, explosion, collapse, subsidence and underground hazards and broad form property
                                         damage. Coverage must include sudden and accidental pollution coverage on and offsite,
                                         of which coverage can be obtained through a separate pollution liability policy.



 


		(b)	To
                                         the extent of the risks and liabilities assumed under this Agreement, Contractor will
                                         also furnish a standard endorsement to its Commercial General Liability policy including
                                         Owner Group additional insureds under said policy with such additional insured coverage
                                         including coverage for the concurrent negligence of the additional insured and not being
                                         restricted (1) to "ongoing operations," or (2) to coverage for vicarious
                                         liability. The policy must also contain cross-liability and severability of interest
                                         clauses. Policies should also be primary and non-contributory of any other available
                                         insurance and provide a full waiver of any and all rights of subrogation.



 


		(c)	The
                                         policy deductible must not exceed $500,000 per occurrence unless a higher deductible
                                         is agreed to in writing by Owner prior to commencement of Work.



 


		41.3.3	Commercial automobile
                                         liability insurance covering all automotive equipment used in the operations, with an
                                         inclusive limit of US $1,000,000 per occurrence involving personal injuries, death
                                         and/or property damage. A combination of primary and excess policies to achieve the US$1,000,000
                                         limit will be acceptable. Policy should also be primary and non-contributory of any
                                         other available insurance and provide a full waiver of any and all rights of subrogation.
                                         The Policy shall include an MCS-90 filing/endorsement and the endorsement ISO CA9948
                                         Pollution Liability- Broadened Coverage for Covered Autos. Contractor has the right to
                                         maintain at its own expense any additional kinds of insurance or increase limits above
                                         those set forth in this Article.



 


		41.3.4	Umbrella Liability on
                                         a following fo1m basis or at least as broad as underlying with a limit per occurrence
                                         and aggregate as indicated below, to apply excess of all underlying coverages referenced
                                         above under sections 41.3.2, and 41.3.3. The limit for Umbrella Liability Coverage shall
                                         be $15,000,000.



 


		41.3.5	Contractor will permit
                                         no Subcontractor to enter upon or continue the performance of the Work unless such Subcontractor
                                         is and remains insured in accordance with requirements which shall be specified by Contractor
                                         in Subcontractor agreements, with insurance limits as determined by Contractor. Contractor
                                         shall indemnify and defend Owner Group for any loss suffered by it for Contractor's failure
                                         to require any such Subcontractor to be so insured subject to the indemnification provisions
                                         of this Contract.



 


		41.3.6	Certificates of insurance
                                         or other evidence of insurance acceptable to Owner (the "Certificates of Insurance")
                                         shall be filed with Owner prior to the commencement of the Work. The Certificates
                                         of Insurance shall contain a provision that coverage afforded under the policies will
                                         not be cancelled without a notification of Owner in accordance with policy provisions.
                                         Contractor shall provide Owner (30) days written notification of any material change
                                         or impairment of the insurance coverage required in this Section.



 


		41.3.7	The compliance by Contractor
                                         with insurance requirements in this Section shall not relieve Contractor from liability
                                         under any indemnification or other provisions of this Contract. Contractor shall also
                                         provide and procure insurance policies covering loss, damage and destruction associated
                                         with Contractor's own property, equipment and temporary structures used in conjunction
                                         with its Work.



 






    	CONTRACT MINING AGREEMENT	33 



     


    

 


		41.3.8	Contractor shall be
                                         obligated to pay for all insurance deductibles and self-insured retentions required under
                                         all insurance policies required under this Contract to the extent of its liability assumed
                                         under the Contract.



 


		42.0	NOTICES



 


Written notice or demands shall
be deemed to have been given when received by the representative named below or his duly appointed successor and personally delivered
or sent by registered mail, or private courier overnight service.


 


Notices to Owner shall be addressed to:


 


Walker Lane Minerals Corp.


415 Hey 95A Ste K-1101


Fernley, Nevada 89408


 


Attention: Robert Cassinelli, General Manager


 


Copy to: Gold Resource Corp., 2000 S. Colorado Blvd.
Suite 10200, Denver, CO 80222


 


Notices to Contractor shall
be addressed to:


 


Ledcor CMI Inc.


5370 Kietzke Lane, Suite 204


Reno, Nevada 89511


 


Attention: Jeff Larson, General Manager


 


Copy to: Legal Department: 6405 Mira Mesa Blvd, Suite 100,
San Diego, CA 92121


 


		43.0	INTEGRATION



 


This Contract embodies the entire
agreement between Owner and Contractor. Contractor and Owner represent that in entering into this Contract, it does not rely on
any previous oral, written or implied representation, inducement or understanding of any kind or nature.


 


		44.0	NON-WAIVER
                                         OF DEFAULT



 


Any failure by Owner or Contractor
at any time or from time to time to enforce or require the strict observance and performance of any of the terms and conditions
of this Contract shall not constitute a waiver of such terms or conditions, and shall not affect such terms or conditions in any
way, nor shall it affect or impair the right of either Party at any time to avail itself of such remedies as it may have for any
breach or default of such terms and conditions.


 






    	CONTRACT MINING AGREEMENT	34 



     


    

 


		45.0	ASSIGNMENT



 


		45.1	This Contract is for the
                                         personal services of Contractor in completing the Work, and Contractor may not assign
                                         this Contract, Contractor's right to monies coming due under this Contract, or Contractor's
                                         duty under this Contract. In the event Owner approves such assignment, Owner may require
                                         a hold harmless agreement, a full release and indemnity, and a bond satisfactory to Owner
                                         from Contractor.



 


		45.2	Contractor acknowledges
                                         and agrees with Owner that, without the consent of Contractor, (a) Owner may pledge,
                                         transfer or otherwise assign any or all right, title and interest in and to this Contract
                                         to any lending institution or trustee therefor in support of :financing for the Project,
                                         and (b) Owner may transfer or otherwise assign any or all right, title and interest
                                         in and to this Contract to any entity owned in whole or in part by Owner, or to any entity
                                         owning directly or indirectly a majority interest in Owner, provided that in the case
                                         of clause (a) and (b) the assignee specifically assumes in writing all obligations
                                         toward Contractor hereunder.



 


		46.0	GOVERNING
                                         LAW



 


This Contract shall in all respects
be interpreted and governed by the laws of the United States of America, and the State of Nevada.


 


		47.0	FAMILIARITY
                                         WITH CONTRACT WORK



 


Contractor acknowledges that
it has become familiar with all ordinances, rules, laws and regulations, and readily observable site conditions, including the
topography and surface conditions at the Site. Contractor is familiar with the Site and has taken all actions that a reasonable
and prudent person engaged in services of a similar nature would take to become informed regarding all reasonably anticipated
and expected conditions which during the performance of the Work could affect the performance of the Work to the extent under
Contractor's control. If Contractor encounters conditions at the Project that are materially different than the conditions set
forth in any Project information provided by Owner to Contractor, or that Contractor believes may interfere with or impede the
performance or cost of the Work, Contractor shall promptly inform Owner of such conditions. In addition, Contractor is familiar
with the proximity of the Work to human habitation and inherent problems pertaining to safety, blasting, dust control, and noise
control required by this Contract and Applicable Laws.


 


		48.0	COMMUNITY
                                         RELATIONS



 


Contractor shall implement rules of
conduct for their employees. Such rules of conduct shall prohibit Contractor's employees, whether on duty or off duty, from
negligently or intentionally taking actions or making statements that reasonably would be expected to harm Owner's reputation.


 


		49.0	SEVERABILITY



 


The partial or complete invalidity
of any one or more provisions of this Contract shall not affect the validity or continuing force and effect of any other provision.


 


		50.0	TITLES
                                         AND GROUPINGS



 


The titles
given to the articles are for ease of reference only and shall not be relied upon or cited for any other purpose.


 






    	CONTRACT MINING AGREEMENT	35 



     


    

 


		51.0	INCORPORATION OF EXHIBITS; CONFLICTS



 


		51.1	All exhibits attached to
                                         this Contract, together with all attachments thereto, are hereby incorporated as a part
                                         of this Contract by reference, to the same extent as if they were fully set forth herein.



 


		51.2	Should there be any conflict
                                         between the text of this Contract and any of the exhibits hereto, the terms of this Contract
                                         shall control. Also, the Contract Specifications (Exhibit A) shall control
                                         over the Design Drawings (Exhibit B).



 


		52.0	JOINT
                                         DRAFTING



 


The Parties expressly agree
that this Contract was jointly drafted, and that both Parties had opportunity to negotiate its te1ms and to obtain the assistance
of counsel in reviewing its terms prior to execution. Therefore, this Contract shall be construed neither against nor in favor
of either Party, but shall be construed in a neutral manner.


 


		53.0	FURTHER
                                         ASSURANCES



 


Each Party shall execute such
further documents, papers and instruments, and take such further action as is necessary or appropriate as the other Party hereto
may reasonably request in order to carry out the purposes, intent and spirit of this Contract. Whenever this Contract requires
or allows for or requires the other Party's approval, acceptance, satisfaction, consent, opinion, or that any similar determination
be made or given, and where this Contract authorizes a Party to provide directions, instructions, authorizations, its discretion
or similar directives to the other Party, all such matters shall be conducted in good faith and shall require each Party to act
reasonably.


 


		54.0	COUNTERPARTS



 


The Parties may execute this
Contract in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall
constitute but one and the same instrument.


 


		55.0	Not
                                         applicable



 


		56.0	NO HIRING OF CURRENT OR FORMER EMPLOYEES. Owner
                                         and Contractor agree that each will not knowingly or unknowingly hire a current or former
                                         employee of the other during the Term of this Agreement and for a period of six (6) months
                                         thereafter, unless the parties mutually otherwise agree in writing.



  






    	CONTRACT MINING AGREEMENT	36 



     


    

 


		57.0	EXHIBITS
                                         AND ATTACHMENTS



 


The following Exhibits and
Attachments referenced therein are an integral part of the Contract and are made part of the Contract by this reference:


 


	EXHIBIT A-	CONTRACT SPECIFICATIONS DESIGN DRAWINGS	A-1
	EXHIBIT B-	MOBILIZATION SCHEDULE SCHEDULE OF PRICES	B-1
	EXHIBIT C-	FORM OF CHANGE ORDER	C-1
	EXHIBIT D-	FORM OF AFFIDAVIT, AGREEMENT, RELEASE AND	D-1
	EXHIBIT E-	WAIVER OF	E-1
	EXHIBIT F-	LIEN (Partial Release Form)	F-1
	 	FORM OF AFFIDAVIT, AGREEMENT, RELEASE AND	 
	EXHIBIT G-	WAIVER OF 	G-1
	 	LIEN (Partial Release Form)	 
	EXHIBIT H-	HEALTH AND SAFETY POLICY
	H-1
	EXHIBIT I	ENVIRONMENTAL POLICY
	I-1



 


Executed by the Parties as of the day and year first above
written.


 


CONTRACTOR: LEDCOR CMI Inc.


 


	By:	/s/
                                         Randy Daggitt	 
	 	Name: Randy Daggitt	 
	 	Title: Senior Vice President	 
	 	Date: November 16, 2018	 



 


OWNER: WALKER LANE MINERALS CORP.


 


	By:	/s/
                                         Jason Reid	 
	 	Name: Jason Reid	 
	 	Title: CEO/President	 
	 	Date: November 16, 2018	 


 






    	CONTRACT MINING AGREEMENT	37 



     


    

 







EXHIBIT A





to





Contract Mining Agreement


 


CONTRACT SPECIFICATIONS AND SCOPE OF


WORK


 


Exhibit A Consists of the Following:





		•	Sections
                                         1 through 19
		•	Attachment
                                         1 - Schedule of Performance
		•	Attachment
                                         2 -List of Contractor's Supervisory Personnel and Organizational Chart
		•	Attachment
                                         3 - List of Documents Comprising Plan of Operations



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
	1 of 17


 


     


    

 


		1.0	INTRODUCTION



 


		1.1	These Contract Specifications
                                         and Scope of Work define the Scope of Work and establish the responsibilities of Contractor
                                         and Owner as related to the performance of the Work.



 


		1.2	Capitalized words used herein and not otherwise defined
                                         shall have the meanings given in the Contract.



 


		1.3	Owner reserves the right
                                         to revise the Work or add to or delete from the Work at any time as conditions of the
                                         Project may require. Such revision, if required, will be effected by Change Order(s) signed
                                         by Owner and Contractor.



 


		1.4	The Project is located approximately
                                         7 miles north of the city of Luning, Mineral County in the state of Nevada, USA.



 


		1.5	Access to the Project from
                                         Luning is via paved Highway 361, then approximately 1 miles west on gravel road.



 


		1.6	All references herein to
                                         terrain, climate and weather conditions, soil cover and bedrock characteristics are general
                                         information only and if any conditions at the Site are or become materially different
                                         from those described herein or those that were observable by a surface inspection performed
                                         prior to award of this Contract to Contractor such that Contractor's costs, schedule
                                         or efficiency are impacted, then Contractor and Owner shall negotiate in good faith a
                                         Change Order in order to account for such differing conditions.



 


		2.0	GENERAL PROVISIONS



 


		2.1	Contractor will furnish
                                         and perform all the Work as required by the Contract. The Scope of Work for the Project
                                         includes but is not limited to the following:



 


		2.1.1	Upon receipt of a Notice to Proceed,
                                         Contractor shall procure, mobilize, and erect all necessary mining equipment, administration,
                                         manpower, lubricants, blasting materials (excluding Ammonium Nitrate) and any other items
                                         necessary construct access and haulage roads, and mine material from the open pit area
                                         to various destinations as described in the Contract and shown in the Design Drawings.



 


		2.1.2	Not Used.



 


		2.1.3	Drill, blast, load and haul rock
                                         in a workmanlike manner in the sequence and as specified by the Contract and excavate
                                         and transport material in accordance with applicable Design Drawings, Contract Specifications
                                         and Schedule of Performance described therein.



 


		2.1.4	If requested by Owner, reclaim
                                         disturbed areas in accordance with Owner's mining and reclamation permits on an Extra
                                         Work basis.



 


		2.2	Work Included. The Work shall include, but is not limited
                                         to, Contractor's obligations to:



 


		2.2.1	Plan and organize the Work according
                                         to the Owners mine plan and Schedule of Performance.



 


		2.2.2	Mobilization at the Site
                                         of all materials, equipment, supplies, explosives, facilities and labor necessary to
                                         accomplish the Work on the Production or Work Schedule and in accordance with the Contract,
                                         including the Design Drawings and Contract Specifications, as more specifically detailed
                                         in Section 3 of this Exhibit A. Mobilization shall occur in accordance
                                         with the Mobilization Schedule contained in Exhibit C.



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
	2 of 17


 


     


    

 


		2.2.3	Receive, provide temporary storage
                                         protection for, and transport to the Site, as required, all equipment and materials furnished
                                         by Owner to be used by Contractor to accomplish the Work.



 


		2.2.4	Notify Owner immediately of any
                                         discrepancy encountered in any Design Drawings, Contract Specifications, survey locations
                                         or major survey control points.



 


		2.2.5	Coordinate with any of Owner's
                                         employees, consultants, or other contractors to maintain production schedules, safety,
                                         controlled traffic flows, and an efficient and orderly working environment.



 


		2.2.6	Excavate all areas as specified
                                         by the Design Drawings and field control staking. Drill, blast, load and haul rock when
                                         and as required in a workmanlike manner in accordance with the Contract.



 


		2.2.7	Sampling - Contractor to supply
                                         sampling bags and collect blast hole samples and deliver them to the Clients assay lab
                                         to analysis. Contractor and Owner will work jointly to develop a standard operating procedure
                                         around proper sample collection technique.



 


		2.3	Exclusions from Scope of Work:



 


	 	2.3.1	Surveying - Owner shall be responsible for all day-to-day surveying including, but not limited
    to, bench toe, bench crest, bench grade, dump toe, ore control, face advance, elevation stake, and ramp locations.
	 	 	 
	 	2.3.2	Ore Control - Owner shall be responsible for classifying materials at the mine Site. This
    may include field staking or by electronic means.
	 	 	 
	 	2.3.3	Feeding Crusher - Owner shall be responsible for feeding ore through the primary crusher.
    Contractor will stockpile ore for Owner in crusher area at Owner's direction.
	 	 	 
	 	2.3.3	Fuel and Ammonium Nitrate Supply - Owner shall be responsible for entering into supply contracts
    for fuel and for Ammonium Nitrate ("AN") for blasting purposes. Contractor will be responsible for keeping
    track of usage of fuel and AN and for maintaining inventories of such materials at sufficient levels to perform the Work (including
    ordering such products from Owner's suppliers, arranging for such materials to be delivered to the Site, reporting to Owner
    and providing documentation relating to use of materials ordered).
	 	 	 
	 	2.3.4	Owner will supply Red-dyed or off-road diesel fuel to Owner supplied tanks.
	 	 	 
	 	2.3.5	Owner will furnish Design Drawings identifying the benches and blocks to be mined for Contractor
    to undertake the Work.
	 	 	 
	 	2.3.6	Owner will provide analytical facilities for assay purposes.
	 	 	 
	 	2.3.7	Owner will provide a source of non-potable water sufficient for Contractor's needs for dust
    suppression and other needs of Contractor in executing the Work. Owner to provide standpipe for loading Contractor's water
    truck.
	 	 	 
	 	2.3.8	Owner will provide and hook-up electrical power for Contractor's use in the mining facilities.
    Electrical power supplied will be 480V, 3-Phase, 400 amps.
	 	 	 
	 	2.3.9	Owner will provide a primary fuel storage facility.
	 	 	 
	 	2.3.10	Owner will provide at least one phone line and data hook-up at this time, space may be limited.
	 	 	 
	 	2.3.11	Owner will provide an equipment wash area.



 


		3.0	MOBILIZATION AND DEMOBILIZATION



 


		3.1	Contractor shall mobilize
                                         at the Site all materials, equipment, supplies, explosives, facilities and labor necessary
                                         to accomplish the Work. Contractor shall mobilize in accordance with the Mobilization
                                         Schedule attached hereto as Exhibit C. All transportation, freight, shipping,
                                         erection, and any other materials or services required to get Contractor's equipment
                                         and facilities to the Site in good working order and fully manned for the prosecution
                                         of the Work pursuant to the Contract 1s included m Mobilization, and will be included
                                         in the Unit Price for Mobilization.



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
	3 of 17


 


     


    

 


		3.2	Contractor shall Demobilize
                                         or remove from Site all materials, equipment, supplies, explosives, facilities and labor
                                         used in accomplishing the Work. All dismantling, transportation, freight, shipping, and
                                         any other materials or services required to remove Contractor's equipment and facilities
                                         off the Site and removal and disposal of all associated trash and debris pursuant to
                                         the Contract is included in Demobilization and will be included in the Unit Price for
                                         Demobilization.



 


		3.3	Demobilization schedule
                                         must be agreed to by the Parties prior to commencement of Demobilization, but shall be
                                         completed not less than three (3) months from such commencement or other mutually
                                         agreed time line.



 


		4.0	CLEARING AND GRUBBING



 


		4.1	Contractor will bulldoze,
                                         cut, scrape, or otherwise remove all trees, brush, and surface debris in the areas including
                                         open pit and waste dump footprints. This work is included in the unit prices, and will
                                         be performed as the pits and dumps advance.



 


		4.2	All costs associated with
                                         clearing and grubbing, including those for construction and maintenance of required temporary
                                         and permanent haulage and access roads, shall be performed as hourly work and pursuant
                                         to a written Change Order.



 


		5.0	TOPSOIL REMOVAL AND STRIPPING



 


		5.1	Upon receipt of a written
                                         Change Order, after Work areas are cleared of trees, brush, and surface debris, Owner
                                         shall evaluate thickness and quality of topsoil.



 


		5.2	Following completion of
                                         Owner's topsoil evaluation, topsoil and growth medium shall be stripped and stockpiled
                                         by Contractor in those areas designated by Owner. A maximum depth of 8" (20.0 cm)
                                         is included in the unit prices within the final pit boundary and waste dump.



 


All costs for topsoil removal
and stockpiling, including those for construction and maintenance of required temporary and permanent haulage and access roads,
shall be performed as hourly work and pursuant to a written Change Order.


 


		6.0	MINING AND PIT AREAS



 


		6.1	Blasthole Drilling and Sampling



 


		6.1.1	Contractor shall be responsible
                                         for blasthole drilling and Owner shall approve the drill and/or sampling system being
                                         utilized for sampling.



 


		6.1.2	Owner and Contractor will work
                                         together to design the optimal blast pattern spacing for the designated material. Typical
                                         pattern specification shall be holes which are 20 feet (6.096m) deep with 3 feet (0.914m)
                                         of sub-drill with spacing of 12 feet by 12 feet (3.6576m x 3.6576m) or 12 feet by 15
                                         feet (3.6576m x 4.572m). Hole diameter shall be 5.5 inch in diameter (13.97 cm).



 


		6.1.2.1	Contractor shall provide a
                                         drill control system and drill patterns will be uploaded to drill's onboard GPS system
                                         and Owner, at its election, may mark patterns in the field. This provision is only applicable
                                         on the CAT5150 machines.



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
	4 of 17


 


     


    

 


		6.1.2.2	If a drill control system is
                                         not available, Owner will be responsible for marking the pattern comers and Contractor
                                         will be responsible for marking the remaining pattern.



 


		6.1.3	If adjustments to the blast patterns
                                         are needed to prevent back break into high walls or designed catch benches, Owner and
                                         Contractor shall work together to modify pattern specifications and Unit Prices will
                                         be adjusted accordingly. Option 1 is the preferred blast pattern and pricing option.
                                         The price reduction contemplated for Option 2 will be implemented provided Contractor
                                         has no impacts as a result of change in blast pattern (lower powder factor). These impacts
                                         would be reduced lower productivity, including but not limited to, larger waste material
                                         and increased ripping.



 


		6.1.4	Adequate dust suppression shall
                                         be employed on all drills or field personnel shall use proper PPB to be provided by Contractor.



 


		6.1.5	If necessary to maintain ultimate
                                         pit walls, Owner may require and request Contractor to provide wall control blasting
                                         which may include pre-splitting and/or trim blasting. Procedures, pattern layout and
                                         powder factors shall be jointly agreed upon by Owner and Contractor. Any pre-splitting
                                         , trim row, shear row blasting will be billed on a drilled per meter basis as provided
                                         in Attachment 1 (Schedule of Price); Section 4.1, plus blasting supplies (other
                                         than AN), labor and equipment which will be billed at cost plus 10%, when used. Prior
                                         to commencement, Contractor shall provide an estimate of the cost to Owner of the pre-splitting
                                         or shear row blasting to be undertaken and obtained authorization to proceed.



 


		6.1.6	Contractor shall be responsible
                                         for collecting samples from holes drilled. Owner shall provide standard procedures for
                                         collecting samples and in the event Owner in its sole discretion determines that Contractor's
                                         sampling method does not meet Owner's specifications or obligations, Owner may elect
                                         to have Owner's personnel perform sampling. Contractor shall be responsible for providing
                                         sample bags. Owner shall be responsible for providing sample numbers. Contractor shall
                                         deliver samples to the lab daily.



 


		6.2	Blasting



 


		6.2.1	Contractor shall be responsible
                                         for all phases of blast hole loading and detonation and shall ensure that jointly agreed
                                         upon blasting procedures and practices are adhered to.



 


		6.2.2	Prior to commencement of the
                                         Work, blasting procedures, including all safety procedures, must be submitted by Contractor
                                         for Owner's approval. These procedures must be adhered to during all blasting operations.



 


		6.2.3	Contractor shall consult with
                                         Owner in order to ensure that Contractor's blasting schedule is consistent with Owner's
                                         operations. In the event that Contractor believes that Owner's operations or schedules
                                         are unreasonably interfering with Contractor's performance of the Work, Contractor shall
                                         notify Owner, in writing, within 48 hours of alleged unreasonable interference.



 


		6.2.4	Blasting price is for dry hole
                                         application only; wet hole product will be billed separately at cost including applicable
                                         taxes, plus 10%.



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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		6.3	Ore Control



 


		6.3.1	After blasting and lab results
                                         are complete, within a reasonable period agreed by the pa1ties, Owner shall mark blasted
                                         material to designate what material is waste and what material is ore.



 


		6.3.2	If material is dumped in the
                                         wrong location due to fault of Contractor, Contractor will re-handle material at its
                                         expense to the right location.



 


		6.3.3	Placement of waste and ore
                                         shall be controlled and delineated by Owner. Any material deviation from Owner's field
                                         control shall be immediately corrected by Contractor at Contractor's expense.



 


		6.3.4	Owner will designate its personnel
                                         who shall have the right to stop, direct or redirect the Work to other areas to manage
                                         proper ore control and ensure material is delivered to appropriate dumping locations
                                         through designated Contractor's site management.



 


		6.3.5	In areas of ore mining, Contractor
                                         will adjust working faces and operating procedures to minimize ore dilution.



 


		6.4	Excavation



 


		6.4.1	The mining sequence is set forth in the Schedule of Performance
                                         (Attachment 1) attached hereto.



 


		6.4.2	Mining benches shall be Excavated
                                         in accordance with the design established on the Design Drawings. Owner and Contractor
                                         will work together to remedy any conditions that result in over excavation.



 


		6.4.4	Contractor shall maintain pit floor
                                         elevations within 2 feet (0.6 m) of the designed bench elevation. Owner shall supply
                                         survey control points on each bench for Contractor to establish level elevations from.
                                         If remedial work is required to bring pit floors to this specification, Contractor will
                                         request Owner re-mark ore zones.



 


		6.4.5	Working bench faces that must stand
                                         for greater than six months shall be scaled and free of loose rock or material. Bench
                                         faces must be approved by Owner representative before further mining may occur in said
                                         area and be maintained as per MSHA regulations.



 


		6.5	For purposes of establishing
                                         Contractor's compensation under Unit Prices listed in the Schedule of Prices (Exhibit D)
                                         to the Contract, Unit Prices for Mining shall cover all of the following activities by
                                         Contractor: (i) Maintenance of any permanent or temporary haulage roads required
                                         for mining or between or within the open pit, waste dump, heap leach pad (which may include
                                         reasonable ripping activities pertaining to the immediate scope of work), coarse ore
                                         stockpile, and Contractor's maintenance or administration facilities, (ii) construction
                                         and maintenance of all in pit and haul road drainage, (iii) drilling, sampling,
                                         blasting, loading, hauling, placement, and all other costs associated with the mining
                                         of ore and waste as detailed in the Contract. Contractor will be responsible for construction
                                         of in-pit haul roads and ramps. Any ripping of the ROM placed on the leach pad will be
                                         completed as hourly work.



 


		7.0	WASTE ROCK DISPOSAL



 


		7.1	Waste rock shall be placed
                                         by Contractor in waste sites according to the Design Drawings maintaining a minimum 100ft
                                         (30.0 m) wide dump face. Site location controls shall be provided by Owner.



 


		7.2	Owner reserves the right
                                         to redesign the waste rock disposal area(s) maintaining a minimum 100ft (30.0 m)
                                         wide dump face. In such event, Contractor shall carry out the Work in accordance with
                                         such new design and any new Design Drawings provided by Owner. Any such design changes
                                         that do not result in a material difference in haulage profile (i.e., do not result in
                                         the need for Contractor to use additional equipment in order to meet the Contract Specifications
                                         and Schedule of Performance) will be carried out by Contractor at no extra cost to Owner.



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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		7.3	Dump Disposal Techniques



 


		7.3.1	Contractor
                                         and Owner to jointly agree on approved dumping procedures.



 


		7.3.2	Dumps
                                         will be constructed as determined by Owner to allow for settling and drainage control
                                         and be maintained at plus or minus 3 feet (0.90 m) and as specified in the permits.



 


		7.3.3	All
                                         dumps will have a safety berm on the outside edge as specified by applicable regulations.



 


		7.3.4	In
                                         the event of local dump stability considerations, Owner may require revised dump construction
                                         procedures.



 


Material will be dumped to angle of repose. Any additional
sloping for reclamations will be using hourly rates.


 


		8.0	LEACH PAD AND ORE HANDLING



 


		8.1	Material designated as ore
                                         by the Owner shall be handled with due care. Owner will direct all ore control activities
                                         and ore handling. Lime will be added to each ROM truckload of ore by an Owner-provided
                                         lime silo. Lime silo will be placed within existing haul route.



 


		8.2	Ore-to-Leach - Ore will
                                         be stacked in approximate 15-foot lifts and graded to in accordance with Design Drawings
                                         once final elevation has been achieved.



 


		8.3	Ore-to-Stockpile - Ore stockpile
                                         locations will be designated by Owner. Contractor may stockpile ore only in locations
                                         approved by the Owner for that purpose. Contractor, at its expense, will re-handle stockpiled
                                         ore to an approved location if Contractor stockpiles ore in a location that has not been
                                         approved by Owner. Contractor will be compensated for any changes in stockpile locations
                                         directed by Owner via a Change Order.



 


		9.0	ROADS



 


		9.1	The location of all main
                                         haul roads required to provide access to mining, stockpiles and dump areas shall be designated
                                         by Owner and constructed and maintained as agreed upon by Contractor in accordance with
                                         the Design Drawings. Contractor will maintain haul roads outside all dump and pit footprints.



 


		9.2	Contractor shall at its
                                         expense maintain all permanent and temporary haulage and access roads used for transportation
                                         of Excavated material within designated mining areas, ore stockpiles, topsoil stockpiles,
                                         waste dump, and Contractor's maintenance and administration facilities. Such road work
                                         shall be within the Scope of Work for mining, and Contractor's sole provision to cover
                                         such costs will be through Unit Prices for mining. Construction of initial haulage and
                                         access roads shall be done as Extra Work.



 


		9.3	Contractor shall, at its
                                         sole expense, construct and maintain any and all permanent and temporary access and haulage
                                         roads required for Contractor's administration or maintenance facilities, employee parking,
                                         or use by Subcontractors.



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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		9.4	Contractor road maintenance
                                         shall include grading and ditching of all temporary and permanent haulage and access
                                         roads required for the Work or Extra Work to minimize the effects of run-off and surface
                                         erosion.



 


		9.5	Contractor shall condition
                                         road surfaces using either water sprays or graded crushed rock as required from time
                                         to time to mitigate dust and unsafe operating conditions.



 


		9.6	Contractor shall provide
                                         at the Owner's expense, using hourly rates, a motor grader when necessary or when requested
                                         by Owner to assure safe travel from Highway 361 to the Site via the Mine access road.



 


		9.7	Contractor shall not build
                                         any temporary or permanent roads not proposed by Owner without first obtaining Owner's
                                         approval. Any roads built without Owner's approval will be backfilled or otherwise removed
                                         and reclaimed at Owner's direction by Contractor at Contractor's expense.



 


		9.8	All haul roads shall be built to the following criteria,
                                         unless otherwise agreed to by Owner in writing.



 


		9.8.1	Width: Haul roads constructed will
                                         be designed and constructed to a minimum operating width of 79 feet (24.0m) except where
                                         designed as one-way roads or as otherwise specified.



 


		9.8.2	Grades: Haul road grades shall
                                         be a maximum of 10 percent.



 


		9.8.3	Berms: Haul roads widths include
                                         a safety berm on the outside edge as specified by the applicable mining regulations.



 


		9.8.4	Drainage: Haul roads are to be
                                         graded to drain at a one percent slope away from centerline. If completed grading work
                                         reveals the presence of un-drained areas, it shall be re-graded or drainage otherwise
                                         provided in and beyond Contractor's area.



 


		9.9	All haul roads and roads
                                         used by Contractor, suppliers to Contractor and Subcontractors associated with Contractor
                                         shall be maintained (including berms, drainage facilities and dust control) by Contractor
                                         in a good and safe condition. All haul roads will meet MSHA specifications as a minimum.



 


		9.10	Contractor will provide
                                         and is responsible for other berms such as barricades or warning signs as may be necessary
                                         to make the Work safe by night as well as by day. Contractor will have a sufficient number
                                         of watchmen, flagmen, signs or warning lights to control traffic whenever free passage
                                         would be interfered with by Contractor's operations.



 


		9.11	The following traffic regulations must be obeyed by
                                         Contractor's employees while on the Site:



 


		9.11.1	All vehicular equipment will be
                                         operated within posted speed limits. Mining Area will be posted at max 35 mph and 20
                                         mph for 10% ramps.



 


		9.11.2	All vehicular equipment will be
                                         operated only within areas designated by Owner.



 


		9.11.3	Traffic flow patterns shall be
                                         left hand traffic.



 


		9.11.4	Contractor's employees shall not
                                         be permitted to drive personal vehicles into working areas at the. Site, including any
                                         portion of the pit or dumps, without permission of the Owner's representative.



 


		9.11.5	Contractor shall be responsible
                                         for any damage to its property and to the property of third parties to the extent arising
                                         out of the improper use or operation of Contractor's vehicles and equipment by Contractor.



 


		10.0	MINE DRAINAGE



 


		10.1	Subject to Contractor's
                                         obligations in Section 9.4, Contractor shall at Owner's expense (i) maintain
                                         drainage ditches following initial construction and provide storm water controls such
                                         as straw bales, waddles and sediment traps to minimize erosion damage within all active
                                         mine and waste rock disposal areas; and (ii) complete other repair and maintenance
                                         of drainage in Owner facility areas and elsewhere.



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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		10.2	Contractor shall at Contractor's expense: (i) maintain haul roads, Contractor's facility yards,
parking lots, and storage yards; and (ii) observe and alert Owner to potential drainage or hydrological conditions to protect
inactive mining and waste disposal areas, and assist Owner, at Owner's request, on an Extra Work basis.



 


		11.0	CONTRACTOR'S EQUIPMENT FLEET



 


		11.1	All of Contractor's vehicles and equipment used in the performance of the Work will be maintained
in good working order and fully manned for the performance of the Work or any Extra Work.



 


		11.2	Contractor shall maintain all mining equipment and equipment accessories in proper working condition
in compliance with MSHA regulations



 


		12.0	CONTRACTOR'S SUPERVISORY PERSONNEL



 


		12.1	Attachment 2 to these Contract Specifications contains a list of all of Contractor's on-site
and off-site supervisory personnel who will be involved in the Project, including their responsibilities, and to whom they report,
directly and indirectly. Attachment 2 also contain an organizational chart detailing the overall structure of Contractor's
supervisory personnel for the Project. Prior to any changes to the supervisory personnel listed on this Attachment 2 the
Owner will be notified.



 


		12.2	Contractor agrees to commit to the Project the persons listed in Attachment 2, for
                                                                       such percentage of their time as is specified for each of the listed persons on said schedule, for the duration of the
                                                                       Project, subject to (a) their continued employment with Contractor, and (b) the provisions of Sections 10.5 and 10.6 of the Contract relating
to removal of personnel.



 


		13.0	CONTRACTOR'S RESPONSIBILITY



 


		13.1	In addition to Contractor's responsibilities set forth in Article 10 of the Contract,
Contractor shall provide services, facilities and equipment including, but not limited to:



 


		a.	All temporary facilities as required, including but not limited to: explosives storage.






		b.	All normal expendable or consumable construction items and supplies.






		c.	All small tools.






		d.	An adequate stock of spare parts necessary to avoid unreasonable downtime.






		e.	An adequate supply of portable sanitary facilities that comply with applicable regulations to service
Contractor's or Subcontractor's personnel at the Site and an adequate supply of potable water for such personnel.



 


		13.2	Contractor shall ensure that all above-ground tanks, including 55-gallon drums, are contained within
diked/bermed and synthetically lined areas that will contain any spill resulting from tank rupture. Contractor shall endeavor to
recycle waste materials as much as possible. Storage of waste materials designated for recycle shall follow the rules as set
forth for storage of fresh materials. Signs will be installed at all storage sites to alert users of the contents. Waste including
but not limited to contaminated soil, crankcase oil and filters, barrels, rags etc., will be disposed of by Contractor at an Owner
supplied waste discharge facility. Routine integrity checks of storage sites will be required. Contractor shall ensure that all
handling, storage and use of supplies are done in compliance with Environmental Laws and within governmental and environmental
guidelines and regulations. Contractor shall report all spills outside of secondary containment of fuel, lubricant, petroleum products,
chemicals and other hazardous or contaminant materials to Owner's Environmental Coordinator and Mine Manager immediately after
the spill occurs. Contractor shall immediately perform corrective action to contain and properly clean-up spills caused by Contractor
or its Subcontractors in accordance with Environmental Laws and shall bear all costs associated with fully remediating any spills
of petroleum products, chemicals and other hazardous or contaminant materials by Contractor or its Subcontractors. Owner shall
be responsible for reporting such spills to the proper Federal, state and local agencies as required by permit. Contractor will
maintain on Site a list of names and telephone numbers and appropriate procedures required for such corrective action and reporting.



 






    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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		13.3	Contractor shall ensure that the location and design of powder magazines, the methods of transporting,
storing, handling and use of explosives, and the precautions taken to prevent accidents and theft are in accordance with the provision
of all Applicable Laws. Contractors shall, at Owner's request and at Contractor's expense, discontinue or modify any method of
transportation, storage, handling, or use of explosives which in the opinion of Owner, is dangerous to the public or potentially
destructive to public or private property. Contractor shall maintain a current inventory for storage and withdrawal of powder stock
and detonators. Contractor shall provide such reasonable and adequate protection measures as may be necessary to prevent theft
of explosives and to minimize hazards to any property. Only licensed personnel shall be permitted to store and handle explosives.
Owner shall be notified immediately of any loss or theft of explosives.



 


		13.4	Contractor shall remove all ground water, if any, required to be removed for the purpose of carrying
out mining and shall comply with the terms of the contract in handling, storing and/or discharging such ground water. Removal of
ground water encountered will be billed as Extra Work but surface run-off is to be included in unit rate pricing of material as
long as such run-off is within Contractor's Work-scope area. Designated areas will be supplied for contractor to pump water, if
necessary.



 


		13.5	Contractor shall maintain all of Owner's facilities which have been made available to Contractor
and its personnel as if these facilities were Contractor's facilities. Contractor shall ensure that these facilities are maintained
neat and tidy and in a functional condition as pertained to their original purpose.



 


		14.0	ENVIRONMENTAL PROTECTION



 


Contractor shall exercise care
to preserve the natural landscape and shall conduct its operations so as to prevent any undue or unnecessary destruction, scarring,
or defacing of the natural surroundings in the vicinity of the Work and shall comply with all commitments made by Owner in the
Plan of Operations for the Project and applicable license and permits, which is comprised of the documents listed in Attachment
4 to these Contract Specifications, copies of which documents will be made available by Owner to Contractor prior to execution
of this Contract and may be amended. Owner shall promptly provide to Contractor written notice of any changes that are made to
the commitments made in the Plan of Operations from time to time. Movement of crews and equipment shall be restricted to routes
provided for access to the Work so as to prevent damage to adjacent land or property.


 


		14.1	Contractor shall become familiar with all Environmental Laws and documents applicable to the Project.
Contractor will make every reasonable effort to see that the Work is done within the guidelines of such documents. Contractor and
its employees will strictly observe any mitigating measures stipulated in the approvals for the Project. Repeated or willful violations
of such mitigating measures by Contractor or its employees shall be grounds for termination of the Contract for cause under Article 30.



 


		14.2	Contractor shall provide adequate firefighting equipment for each of its employees on the jobsite.
This may include hand tools (shovels, hoes) and/or fire extinguisher. All Contractor vehicles (other than light vehicles) and equipment
shall be equipped with adequate fire extinguishers. Water trucks shall be equipped with fire suppression equipment (e.g. water
cannons).



 




    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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		15.0	EXISTING PROPERTY



 


		15.1	Contractor shall in no event disturb existing property without first obtaining written approval
from Owner.



 


		15.2	Contractor, in all instances, will be responsible for losses or injuries to the extent caused by
or resulting from the negligent action or inaction of Contractor, any Subcontractors, and its or their employees to property or
livestock owned by third parties.



 


		16.0	REPORTING TO OWNER



 


		16.1	Daily Blasting Report - Contractor shall provide a daily blasting report to Owner. The blasting
report shall list the time, location, pattern size, amount of explosives, initiation type, timing, etc. for any blast to occur
on that day and the following day. Within 24 hours after a blast, Contractor shall provide Owner with a report documenting the
blast in a form mutually agreed upon by Owner and Contractor.



 


		16.2	Daily Production Report - Contractor shall provide Owner each day with a report setting forth the
previous day's production statistics (e.g., acreage cleared and grubbed, BCM topsoil excavated and stockpiled, truck count and
Tonnes of ore and waste by dump location, pit area and bench mined), and Extra Work performed the previous day.



 


		16.3	Monthly Owner's Reports - Contractor shall provide Owner each month with a draft Application for
Payment and a final Application for Payment as provided in Section 5.1.1 or Advance Invoice as provided in Section 5.2
of the Contract. Tonnage calculations on which unit prices for Work during the prior month are calculated will be provided to Owner
on or before the tenth (10) day of the month.



 


		17.0	PAYMENT CONTROL PROCEDURES



 


The following
procedures shall be followed relative to the control and recording of work performed by Contractor in the field and the submittal
of invoices to Owner. Owner may revise, in collaboration with the Contractor these procedures as may be required to improve the
overall control system.


 


		17.1	Field Records: Owner and Contractor shall establish a system of daily report forms to be used to
monitor all major equipment and support personnel which are chargeable at an hourly or a daily rate basis. All daily report forms
will be signed by a field representative of Contractor and the Superintendent at the end of each shift. Such forms shall be maintained
in a business-like and legible condition, subject at all times to audit by Owner's representatives.



 


		17.2	Payable Hours: Owner will consider payable hours for equipment to include only the actual hours
worked at the Site for Extra Work payable under pricing of Attachments 4 and 5 of Exhibit  D. Downtime caused by weather or
equipment repair will not be recorded as payable hours nor will standby charges apply.



 


		17.3	Prices: The fixed rates, Unit Prices and lump sum amounts established in the Schedule of Prices
(Exhibit D - Attachment 1) to this Contract shall be strictly adhered to for the computation of Contractor's
compensation under this Contract. In the event it is necessary to perform work for which no existing rate or Unit Price applies,
the Contractor will propose a new rate or lump sum amount to Owner, prior to the work being performed. All new rates of lump sum
payments are to be evidenced by Change Order(s).



 




    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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		17.4	Payments: Owner and Contractor recognize that the principal basis for Contractor's compensation
under this Contract will be the determination of the number of units of material mined and hauled. The measurement procedures set
forth below shall be strictly adhered to:



 


		17.4.1	Owner and Contractor will jointly decide upon a topographic base from which to work. This will
either be based on aerial photography or surveyed field sections. The base will be decided and verified prior to the commencement
of Work.



 


		17.4.2	Owner shall conduct check surveys as deemed appropriate by Owner. Contractor's daily reports and
Owner's check surveys shall be for the purpose of assuring Contractor's compliance with the Schedule of Performance.



 


		17.4.3	Weight calculations on which payment will be calculated within 10 business days of the end of each
month. Payable Tonnes will be based on truck load count, truck payload monitoring system (TPMS), and reconciled to Owner survey.



 


		17.4.4	The amount of each payment for the Work completed, which is subject to this Contract Price and
Owner survey reconciliation, shall be determined by multiplying the applicable Contract Unit Price by the applicable weight of
material mined during the previous month.



 


		17.4.5	Payments by Owner to Contactor with respect to lump sum items shall be on the basis of invoices
submitted to Owner and/or percent completion.



 


		17.4.6	All payments to Contractor hereunder shall be in accordance with the provisions of Articles
5 and 6 of the Contract.



 


		17.4.7	Contractor will present Owner with the Application for Payment or Advance Invoice, or Monthly Reconciliation,
as the case may be, which shall detail all Work performed at a Fixed Rate (lump sum) and Unit Rate, and all Extra Work



 


		17.4.8	Any mutually-agreed back-charges and deductions by Owner will be applied to Contractor's monthly
Final Invoice.



 


		17.5	Calibration of Truck Weight and Verification of Tonnes.



 


		17.5.1	All Contractor-operated trucks used to haul ore or waste must have a calibrated payload system
capable of accurately measuring the number of Tonnes moved. The payload system must be checked and verified accurate to manufacturer's
specifications but not less than in six (6) month intervals from the commencement of Work.



 


		17.5.2	Data will be downloaded from each truck by Contractor and provided to Owner no less frequently
than monthly.



 


		17.5.3	A certified weight study will be conducted semi-annually by the Owner to audit payload system calibration.
Following any such study, the truck payload system promptly will be recalibrated to correspond with actual weight.



 


		17.5.4	If, as a result of a weight study conducted pursuant to Section 17.5.3, the variance between
the arithmetic average payload system weight and certified scale weight is within 3%, no adjustment to prior billings will occur.
If the certified scale weight is more or less than 3% less than the arithmetic average payload system weight, Owner shall back-charge
Contractor, or Contractor may request increased compensation through a Change Order, with respect to the Tonnes under or overpaid,
based on Tonnes moved since the last weight determination or such applicable shorter period if the Parties can reasonably determine
when the discrepancy occurred.



 


		17.5.5	A fleet management system may be installed at Owner's expense. If such a system is installed, Contractor
will provide electronic payload data input to the system. Owner will pay for normal maintenance and wear and tear to the system, and Contractor
will be responsible for any damage to the system to the extent caused by negligence or willful misconduct of Contractor.



 




    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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		17.5.6	In the event that any surveys of the Site conducted by or on behalf of Owner from time to time
show a reasonable likelihood that the number of Tonnes moved differed from the number of Tonnes on which payment was based, then
the Parties shall undertake weight studies to determine if there is a variance between Tonnes moved and Tonnes on which payment
was based.



 


		18.0	COMPLIANCE WITH SCHEDULE OF PERFORMANCE



 


		18.1	Contractor acknowledges that timely performance of the Work is critical to Owner's operations and
that time is of the essence. Contractor hereby agrees to meet or exceed the monthly production rates set forth in the Schedule
of Performance to the extent doing so is within Contractor's control and provided that Contractor's performance of the Work is
not hindered, obstructed or delayed by Owner, or Owner's engineer, other contractors or representatives, or by any force majeure
conditions. If any of the foregoing occurs or applies, the production rates set forth in the Schedule of Performance shall be equitably
adjusted to account for matters not within Contractor's control as well as such conditions, obstructions and delays affecting Contractor's
ability to meet or exceed the original monthly production rates set forth in the Schedule of Performance.



 


		18.2	Subject to Section 18.1 hereof, in the event that Contractor shall fall more than 10 percent
behind the Schedule of Performance (following completion of the start-up period established under Section 18.3 of the Specifications)
and remain 10 percent or more behind schedule for over a three month average, for reasons within Contractor's control, Contractor
shall, without additional cost to Owner, mobilize additional personnel or equipment to the Work as may be necessary to bring Contractor's
performance into full compliance with the Schedule of Performance by the end of the following month.



 


		18.3	Owner and Contractor will agree in writing, on a reasonable start-up period.



 


		19.0	MISCELLANEOUS PROVISIONS



 


		19.1	Contractor and Owner will meet at least weekly to establish a mutually acceptable mine work plan
and schedule. This schedule will be adhered to by Contractor and Owner. In case of bad weather delays, Contractor will attempt
to work make-up days in order to remain on schedule. Excluding where work is performed on a time and materials basis, there will
be no additional cost to Owner for this make-up work.



 


		19.2	Contractor shall cooperate with Owner in the planning and scheduling of other contractor work on
the Project. Owner will attempt to schedule the work of other contractors so that delays to Contractor are avoided or minimized.



 


		19.3	Contractor shall be responsible for having a radio communications system that is compatible with
a mutually agreed upon system and frequencies. There will be no additional cost to Owner for establishing and maintaining this
radio communications system. Radios must be installed and operational on all loading and hauling equipment.



 




    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
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Attachment 1


 


SCHEDULE
OF PERFORMANCE





(Material Placement
Schedule)


 


Isabella
Pearl - Mine Schedule


 


	 	 	ISABELLA PEARL· MINING SCHEDULE
	Item	 	Month 1	 	Month 2	 	Month 3	 	Month 4	 	Month 5	 	Month 6	 	Month 7	 	Month 8	 	Month 9	 	Month 10	 	Month 11	 	Month 12
	Waste Tonnes	 	128,907	 	224,266	 	321,258	 	246,015	 	314,992	 	446,143	 	448,652	 	493,452	 	462,514	 	516,111	 	472,594	 	501,005
	Rom Tonnes	 	54,166	 	6,434	 	16,520	 	53,534	 	98,656	 	87,700	 	30,080	 	38,784	 	60,320	 	29,431	 	55,493	 	65,121
	Crushed Tonnes	 	47,388	 	4,300	 	7,222	 	45,451	 	26,351	 	77,788	 	73,708	 	79,394	 	69,066	 	66,088	 	63,813	 	45,503
	Total Tonnes Moved	 	230,461	 	235,000	 	345,000	 	3<15,000	 	440,000	 	611,630	 	552,440	 	611,630	 	591,900	 	611,630	 	591,900	 	611,630




 


	 	 	ISABELLA PEARL· MINING SVHEDULE
	Item	 	Month
    13	 	Month
    14	 	Month
    15	 	Month
    16	 	Month
    17	 	Month
    18	 	Month
    19	 	Month
    20	 	Month
    21	 	Month
    22	 	Month
    23	 	Month
    24
	Waste
    Tonnes	 	499,225	 	494,456	 	517,500	 	522,642	 	593,811	 	585,488	 	521,634	 	516,901	 	562,497	 	578,301	 	554,937	 	593,932
	Rom
    Tonnes	 	35,878	 	37,169	 	32,028	 	15,757	 	1,650	 	6,026	 	12,811	 	16,782	 	3,504	 	7,783	 	4,473	 	47
	Crushed
    Tonnes	 	76,
    5 27	 	60,275	 	62,103	 	53,501	 	16,169	 	20,117	 	37,726	 	77,947	 	25,898	 	25,542	 	32,490	 	17,651
	Total
    Tonnes Moved	 	611,630	 	591,900	 	611,630	 	591,900	 	611,
    630	 	611,630	 	572,170	 	611,630	 	591,900	 	611,630	 	591,900	 	611,630



 


Bench-By-Bench
Schedule:


 


MiningContract_I


P_1





70918.xlsx


 




    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
	14 of 17


 


     


    

 


Attachment 2


 


SCHEDULE OF CONTRACTOR'S SUPERVISORY 

PERSONNEL
AND ORGANIZATIONAL CHART


  




    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
	15 of 17


 


     


    

 





 


LEOCOR   29
August 201
8


 




    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
	16 of 17


 


     


    

 


Attachment 3


 


LIST OF DOCUMENTS COMPRISING PLAN OF OPERATIONS


 


	1.	Walker Lane Minerals Corp. Plan of Operations Approved July 10, 2017 NVN8663



 


	2.	Walker Lane Minerals Corp. Environmental Assessment Approved May 11, 2018 DOI-BLM-NV-COl0-2018-
0007-EA



 


Other applicable permits and licenses to be provided
by Owner include, but are not limited to:


 


	Permit	Status	Approval Date	Permit Number
	Reclamations	Approved	05/21/2018	#0387
	Water Pollution Control	Approved	05/21/2018	NEV 2009102
	National Pollution Control	Approved	04/27/2015	NVG201000
	General Storm Water	Approved	05/25/2017	NVR300000 MSW-43292
	Air Quality Class II	Approved	06/30/2017	AP1041-3853
	Air Quality Mercury Permit to Construct	Approved	11/17/2017	AP1041-3895
	Air Quality Class I to Construct	Approved	01/19/2018	AP1041-3897
	Water Rights	Approved	06/28/2018	79096, 82498,83484,83485
	Industrial Artificial Pond	Approved	08/07/2017	BL 17-5387
	Mineral County Business License	Current	07/01/2018	17288
	Mineral County Special Use Permit	Approved	06/14/2017	165957
	Hazardous Waster Generator	Approved	08/11/2017	NVR 000092916
	MSHAID#	Active	04/18/2017	026-02812
	MSHA Training Plan	Approved	04/18/2017	026-02812




 




    
	CONTRACT MINING AGREEMENT

Contract Specifications - Exhibit A 
	17 of 17


 


     


    





 


EXHIBITB


to


Contract Mining


 


Agreement
DESIGN


 


DRAWINGS


 


 


 






    	CONTRACT MINING AGREEMENT 
 Design Drawings - Exhibit B	18 of 6



    


    

 





 


 






    	CONTRACT MINING AGREEMENT 
 Design Drawings - Exhibit B	19 of 6



    


    

 


 


 


MINE SCHEDULE- MONTH
12


 






    	CONTRACT MINING AGREEMENT 
 Design Drawings - Exhibit B	20 of 6



    


    

 


 


 


MINE SCHEDULE- MONTH
18


 






    	CONTRACT MINING AGREEMENT 
 Design Drawings - Exhibit B	21 of 6



    


    

 


 


 


MINE SCHEDULE- MONTH
24


 






    	CONTRACT MINING AGREEMENT 
 Design Drawings - Exhibit B	22 of 6



    


    

 


 


 






    	CONTRACT MINING AGREEMENT 
 Design Drawings - Exhibit B	23 of 6



    


    

 


EXHIBITC


to


Contract Mining Agreement


 


MOBILIZATION


 


SCHEDULE


 






    	CONTRACT MINING AGREEMENT 
 Mobilization Schedule - Exhibit C	1 of 1



    


    

 


EXHIBIT D


to


Contract Mining Agreement


 


SCHEDULE OF
PRICES


 


		1.0	PREAMBLE



 


		1.1	The Contract Specifications (Exhibit A) and Design Drawings (Exhibit B) to
the Contract collectively describe the Scope of Work to be performed, and the Schedule of Prices as set forth in Section 2.0
hereof shall establish the prices to be paid for such Work.



 


		1.2	Payment to perform the Work will be on a Fixed Rate (lump sum) or Unit Price basis as set forth in Attachment 1 -the
Schedule of Prices.



 


		1.3	Fixed Rate and Unit Prices listed include all labor, overtime premium, burden, materials, services,
equipment, tools, support and maintenance facilities, transportation, power, water, permanent and temporary utilities, connections,
provisions for safety, overhead, profit, and all incidental and other things necessary to complete the applicable Work as described
in the Contract. Fixed Rate and Unit Prices will be Contractor's only provision for payment by Owner for Work conducted within
the contract Scope of Work except as otherwise provided under the Contract.



 


		1.4	Unless a lump sum price or unit price is specified in the Schedule of Prices or is agreed upon
in advance by Owner and Contractor, compensation for Extra Work will be on a time and material basis as set forth below.



 


		1.5	The quantities in Section 2.0 hereof are approximate, based on the information available
at the time and are subject to change. Period totals (all material types) as stated in the mine plan are subject to a 10% variation
and material types during each period as specified by Owner, with no change in unit price, subject to an adjustment based upon
a quarterly assessment of actual cumulative impact to Contractual baseline quantities. Actual requirements will be determined by
Owner in the field during the progress of the Work. Owner may find it advisable or necessary and has the right in its sole discretion
to change locations of portions of the Work and to omit portions of the Work, upon completion of a Change Order.



 


		1.6	Unit Rate and Hourly rates will be subject to a fixed escalation or de-escalation according to



 


Attachment 6 as well as additional permitted
adjustments specified in the Contract.


 


2.0          Contract
Price


 


Contract Price:


Attachment 1 - Contract Price


Attachment 2 - Equipment
Listing


Attachment 3 - Standby Rates


 


3.0          Extra
Work


 


Attachment 4- Extra Work Equipment Hourly


Rates Attachment
5 - Extra Work Pricing Labor


 






    	CONTRACT MINING AGREEMENT 
 Schedule of Prices-Exhibit D	1 of 11



    


    

 


		4.0	Rate Adjustments



 


Attachment 6 - Escalation / De-escalation Rate Adjustment


 






    	CONTRACT MINING AGREEMENT 
 Schedule of Prices-Exhibit D	2 of 11



    


    

 


Attachment 1


 


Contract Price (1 of
3)


 


	ISABELLA PEARL MINING CONTRACT (Month 1 through 24)
	LEDCOR  - 100T TRUCKS
	Item#	Description	Quantity	Unit	Unit Cost	Total Cost	 
	1 	Mobilization	 
	1.1	Mobilization	1	LS	$     260,000.00	$ 260,000.00	 
	1.2 	Maintenance Tent	 	1	LS	$     400,000.00	 	 
	2 	Demobilization	 
	2.1	Demobilization -4 to 12 months	1	LS	$     260,000.00	 	 
	2.2	Demobilization 13 to 24 months	1	LS	$    175,000.00	 	 
	2.3	Demobilization 25 to 36 months	1	LS	$      88,000.00	 	 
	2.4	Demobilization after 36 months	1	LS	$      40,000.00	 	 
	3	 Drilling - Trim
Rows, Presplit, Sampling	 
	3.1 	Drilling 5.5"	1	LM	$             10.66	 	 
	4 	Drill & Blast Ore & Waste* 12x12
Pattern with 5.5" Drill Holes (Option 1)
	 	(3.6576m x 3.6576m x 5.5") with 6.096m benches
	4.1	Isabella/Civit Cat 1760-1718	729,177	BCM	$              1.42	$ 1,035,072.08	 
	4.2	Isabella/Civit Cat 1712-1670	827,025	BCM	$              1.42	$ 1,173,966.88	 
	4.3	Isa bella/Civit Cat 1664-1652	63,627	BCM	$              1.42	$      90,318.67	 
	4.4	PearlPHl 1766-1700	1,353,735	BCM	$              1.42	$ 1,921,636.01	 
	4.5	PearlPHI 1694-1646	1,744,262	BCM	$              1.42	$ 2,475,991.09	 
	4.6	Pearl PHI 1640-1610	204,813	BCM	$              1.42	$   290,732.87	 
	4.7	PearlPH21772-1700	797,053	BCM	$              1.42	$ 1,131,421.65	 
	4.8	Pearl PH2 1694-1676	189,127	BCM	$              1.42	$   268,467.09	 
	4.9	Pearl PH2 1670-1598	-	BCM	$              1.42	$                    -	 
	Subtotal	5,908,819	BCM	 	$ 8,387,606.33	 
	5 	Drill & Blast Ore & Waste* 12x15 Pattern with 5.5" Drill Holes (Option 2)
	 	(3.6576m x 4.5720m x 5.5") with 6.096m benches
	5.1	Isabella/Civit Cat 1760-1718	729,177	BCM	$              1.20	$ 872,938.39	 
	5.2	Isabella/Civit Cat 1712-1670	827,025	BCM	$              1.20	$ 990,076.70	 
	5.3	Isabella/Civit Cat 1664-1652	63,627	BCM	$              1.20	$    76,171.15	 
	5.4	Pearl PHI 1766-1700	1,353,735	BCM	$              1.20	$ 1,620,630.94	 
	5.5	Pearl PHI 1694-1646	1,744,262	BCM	$              1.20	$ 2,088,151.84	 
	5.6	Pear!PHI 1640-1610	204,813	BCM	$              1.20	$ 245,192.47	 
	5.7	PearlPH2 1772-1700	797,053	BCM	$              1.20	$ 954,195.76	 
	5.8	Pearl PH2 1694-1676	189,127	BCM	$              1.20	$ 226,414.40	 
	5.9	Pearl PH2 1670-1598	-	BCM	$              1.20	$                       -	 
	 	Subtotal	5,908,819	BCM	 	$ 7,073,771.67	 
	6 	Loading & Hauling Pit ROM to Leach Pad
	6.1	Pit ROM Isabella/Civit Cat 1760-1718	343,715	TONNES	$              1.61	$ 553,165.76	 
	6.2	Pit ROM lsabe lla /C ivit Cat 1712-1670	330,965	TONNES	$              1.31	$ 434,143.29	 
	6.3	Pit ROM Isa bella/Civit Cat 1664-1652	5,275	TONN ES	$              1.58	$    8,315.78	 
	6.4	Pit ROM Pearl PHI 1766-1700	34,230	TONNES	$              1.49	$  50,938.66	 
	6.5	Pit ROM Pearl PHl 1694-1646	35,429	TONNES	$              1.14	$   40,225.16	 
	6.6	Pit ROM Pearl PHI 1640-1610	11,108	TONNES	$              1.32	$ 14,693.06	 
	6.7	PitROMPearlPH21772-1700	9,423	TONNES	$              1.60	$ 15,061.64	 
	6.8	Pit ROM Pearl PH2 1694-1676	-	TONNES	$              1.23	$                       -	 
	6.9	Pit ROM Pearl PH2 1670-1598	-	TONNES	$              1.34	$                       -	 
	 	Subtotal	770,146	TONNES	 	$ 1,116,543.36	 



 






    	CONTRACT MINING AGREEMENT 
 Schedule of Prices-Exhibit D	3 of 11



    


    

 


Attachement 1


 


Contract Price (2 of
3)


 


	ISABELLA PEARL MINING CONTRACT (Month 1 through 24)
	LEDCOR - lO0T TRUCKS
	Item#	Description	Quantity	Unit	Unit Cost	Total Cost
	7 	Loading & Hauling Pit Ore to Crusher	 
	7.1	Pit Ore Isabella/Civit Cat 1760-1718	301,775	TONNES	$ 1.40	$      422,465.29
	7.2	Pit Ore Isabe lla/Civit Cat 1712-1670	511,368	TONNES	$ 1.06	$      541,139.05
	7.3	Pit Ore Isabella/CivitCat 1664-1652	10,055	TONNES	$ 1.58	$        15,850.21
	7.4	Pit Ore Pearl PHI 1766-1700	21,737	TONNES	$ 1.17	$        25,398.13
	7.5	Pit Ore Pearl PHI 1694-1646	126,386	TONNES	$ 1.01	$      128,171.38
	7.6	Pit Ore Pearl PHI 1640-1610	135,863	TONNES	$ 1.30	$      176,720.49
	7.7	Pit Ore Pear1PH2 1772-1700	4,172	TONNES	$ 1.03	$          4,276.49
	7.8	Pit Ore PearlPH2 1694-1676	661	TONNES	$ 1.03	$             677.36
	7.9	Pit Ore Pearl PH2 1670-1598	-	TONNES	$ 1.27	$                        -
	Subtotal	1,112,017	TONNES	 	$ 1,314,698.39
	8 	Loading & Hauling Waste to Waste Dump
	8.1	Pit Waste Isabella/Civit Cat 1760-1718	958,700	TONNES	$ 1.62	$ 1,553,473.26
	8.2	Pit Waste Isabella/Civit Cat 1712-1670	977,121	TONNES	$ 1.22	$ 1,195,569.68
	8.3	Pit Waste Isabella/Civit Cat 1664-1652	124,648	TONNES	$ 1.51	$      188,239.28
	8.4	Pit Waste Pearl PHI 1766-1700	2,922,251	TONNES	$ 1.30	$ 3,801,046.90
	8.5	Pit Waste Pearl PHI 1694-1646	3,675,561	TONNES	$ 1.18	$ 4,335,220.39
	8.6	Pit Waste Pearl PHI 1640-1610	303,617	TONNES	$ 1.30	$   394,922.51
	8.7	Pit Waste Pearl PH2 1772-1700	1,739,921	TONNES .	$ 1.37	$  2,378,236.58
	8.8	Pit Waste Pearl PH2 1694-1676	415,419	TONNES	$ 1.18	$  489,974.70
	8.9	Pit Waste Pearl PH2 1670-1598	-	TONNES	$ 1.36	$                        -
	Subtotal	11,117,238	TONNES	 	$ 14,336,683.30
	9	 Site Maintenance	 
	9.1	 Maintain pit, Roads, Stockpiles
and Dumps	12,999,401	TONNES	$ 0.53	$    6,878,097.36
	9.2	Storm Water Controls	12,999,401	TONNES	$      -	$                        -
	 	TOTAL Opt.1	$ 32,293,628.75
	TOTAL Opt. 2	$ 30,979,794.08


 


	 	*  	Prices exclude fuel and AN
	 	**  	Prices include clearing, grubbing and growth material striping Maintenance facility provided by contractor
	 	 	Tonnes are Metric Tonnes




 






    	CONTRACT MINING AGREEMENT 
 Schedule of Prices-Exhibit D	4 of 11



    


    





 


Attachment 1





Contract Price (3 of
3)


 


Isabella Pearl Contract Mining: Qualifications
to Pricing


 


		1.	Pricing is contingent upon negotiation of a mutually acceptable contract with equitable terms and
conditions.
		2.	All permits provided by client.
		3.	Red-dye Diesel provided by client.
		4.	Survey, engineering, and ore control provided by client.
		5.	Sampling and sample bags included in drilling unit rate pricing. If sampling is provided by client,
Drilling and Blasting unit prices can be reduced by $0.05/BCY ($0.07 $/BCM).
		6.	Initial haul road development to mining areas, not included in unit pricing. Work is proposed to
be performed on T&M, estimated costs attached.
		7.	Pricing based upon mine plan and pit design provided in RFP. Pricing assumes that actual yearly
quantity mined is not under 10% of yearly quantity bid.
		8.	100-ton (90 tonne) pricing is based on using 992 loaders and 100-ton (90-tonne) trucks mining on
a 20 ft (6m) bench.
		9.	Pricing does not include feeding material through crusher. Pricing assumes all crusher ore is stockpiled
next to crusher.
		10.	Pricing is based upon an average bank density of 1.85 short tons per bank cubic yard or 2.2 metric
tonne per cubic meter.
		11.	Drilling and Blasting pricing assumes dry holes.
		12.	ROM pricing does not include any leach pad ripping.
		13.	Pricing assumes water storage is installed and available from client, when mining starts.
		14.	Pricing assumes that dumpsters and a bio bin will be available for contractor to put trash in.
		15.	Clearing and Grubbing includes grubbing up to 8" (0.20m) of topsoil. Clearing and grubbing
of waste dump is built into the support fee. Clearing and grubbing of mining areas is included in the loading and hauling unit
rates and assumes that any grubbed material will be charged at the appropriate cost per tonne to haul to stockpile or dump.
		16.	Pricing include maintaining the waste dump within the permitted boundary, and dumping the material
to angle of repose. No additional money has been included for sloping dumps to final reclamation angle.
		17.	Storm water controls are included in support pricing. Pricing includes grading of work areas and
establishing berms to contain run-off. No money has been included for materials (straw bales, waddles, etc.) or pumping of
excess water.



 






    
	CONTRACT MINING AGREEMENT	 
	Schedule of Prices - Exhibit D	 5 of 11




    


    

 


Attachment 2


Equipment


Listing


 


	Contractor
shall list below the plant and equipment to be committed to the Contract. Equipment shall be suitable for the proposed job and
owner reserves the right to request Contractor provide other Equipment if Equipment provided has been demonstrated to be unsuitable
for the proposed job and within the proposed timeframe. If alternate equipment is proposed beyond the list below then Contractor
shall be entitled to Change Order. For each item listed, a detailed "Equipment Inspection Report" shall be completed
prior to any operation on Project site.
	 	 	 	 	Proposed	 
	Ledcor

Unit

Number	Description	Model	Est.

Fuel

Use

GPH	Start Date	Finish Date	Duration in Years
	 	 	 	 	 	 	 
	52028	Dozer D1OT Cat	Dozer D1OT Cat	22	Sep-18	Dec-20	2
	52082	Dozer D9T Cat	Dozer D9T Cat	19	Sep-18	Dec-20	2
	62040	Grader 16M Cat	Grader 16M Cat	10	Sep-18	Dec-20	2
	62049	Grader 14M Cat	Grader 14M Cat	7	Sep-18	Dec-20	2
	64043	Wheel Loader 992G Cat	Wheel Loader 992G Cat	27	Sep-18	Dec-20	2
	64139	Loader
IT28G Cat	Loader IT28G Cat	7	Sep-18	Dec-20	2
	64150	WheeILoader992K Cat	Wheel Loader 992K Cat	27	Sep-18	Dec-20	2
	64289RP	Skidsteer
262D Cat	Skidsteer 262D Cat	4	Sep-18	Dec-20	2
	82010	Rock Truck 777D Cat	Rock Truck 777D Cat	19	Sep-18	Dec-20	2
	82011	Rock Truck 777D Cat	Rock Truck 777D Cat	19	Sep-18	Dec-20	2
	82012	Rock Truck 777D Cat	Rock Truck 777D Cat	19	Sep-18	Dec-20	2
	82015	Rock Truck 777D Cat	Rock Truck 777D Cat	19	Sep-18	Dec-20	2
	82016	Rock Truck 777D Cat	Rock Truck 777D Cat	19	Sep-18	Dec-20	2
	82123	Water Truck 769D Cat	Water Truck 769D Cat	12	Sep-18	Dec-20	2
	82199	Water Truck 769D Cat	Water Truck 769D Cat	12	Sep-18	Dec-20	2
	83033	Rock Drill HD5150C Cat	Rock Drill HD5150C Cat	15	Sep-18	Dec-20	2
	83034	Rock Drill HD5150C Cat	Rock Drill HD5150C Cat	15	Sep-18	Dec-20	2
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 



 






    
	CONTRACT MINING AGREEMENT	 
	Schedule of Prices - Exhibit D	 6 of 11




    


    

 


Attachment 3


 


Stand-by Equipment and Labor Rates


 


	Ledcor CMI 

Inc.
	Schedule F - Standby Equipment Rates
	 
	
        Item

        No
	Description	Hourly
	1	CAT DlO Dozer	$	108.00
	2	CATD9 Dozer	$	96.00
	3	CATD8 Dozer	$	78.00
	4	CAT 992 Loader	$	168.00
	5	Hitachi EX1200	$	129.00
	6	Hitachi EX850	$	114.00
	7	CAT 988 Loader	$	100.00
	8	100-ton Haul Truck	$	117.00
	9	40-ton Articulated Truck	$	65.00
	10	60-ton Articulated Truck	$	94.00
	11	CAT l\ID5150 Drill	$	153.00
	12	CAT 769 Water Truck	$	63.00
	13	CAT 14M Grader	$	63.00
	 
	Schedule F - Standby Labor Rates
	
        A.11 on-site standby labor hours
        will be paid according to the Hourly Labor Rates in Schedule D.

        For standby shifts that employees are not on-site,
        they will be paid $100.00

        per day.



 


Extra

 Work


 


The following additional Unit Prices are for Owner areas of
Extra Work including:


 


		A.	Clearing, Grubbing, and Topsoil Removal of lnitial Haul Road: Paid on an Hourly Rate Basis



 


		B.	Construction of Initial Haul Road to Mining Areas: Paid on an Hourly Rate Basis (T&M Estimate
and Proposed Design Attached)



 






    
	CONTRACT MINING AGREEMENT	 
	Schedule of Prices - Exhibit D	 7 of 11




    


    

 


 


 






    
	CONTRACT MINING AGREEMENT	 
	Schedule of Prices - Exhibit D	 8 of 11




    


    

 


 


Attachment 4





Extra Work Pricing 



 


Equipment Equipment
Hourly


 


Rates


 


Contractor shall supply a schedule of hourly, daily, and monthly
Equipment Hourly Rates for all equipment listed in the Dedicated Equipment Fleet. The Equipment Hourly Rates shall include all,
supervision, maintenance, parts, materials, freight, and profit.


 


	Ledcor CMI Inc.
	Schedule D- Hourly Equipment Rates
	Eq. Hourly Rates

 Exclude Operator
	
        Item

        No
	Description	Hourly
	1	CAT Dl0 Dozer	$	180.00
	2	CATD9Dozer	$	160.00
	3	CATD8Dozer	$	130.00
	4	CAT 992 Loader	$	280.00
	5	Hitachi EX1200	$	215.00
	6	Hitachi EX850	$	190.00
	7	CAT 988 Loader	$	168.00
	&	100-ton Haul Truck	$	195.00
	9	40-ton Articulated Truck	$	109.00
	10	60-ton Articulated Truck	$	157.00
	11	CAT 1-ID5150 Drill	$	255.00
	12	CAT 769 Water Truck	$	105.00
	13	CAT 14MGrader	$	105.00


 






    
	CONTRACT MINING AGREEMENT	 
	Schedule of Prices - Exhibit D	 9 of 11




    


    




 


Attachment 5





Extra Work Pricing Labor


 


	
         

        Schedule D - Hourly Labor

 Rates

	
         

        Item
	
         

         

        Classification
	 

                                                                                Hourly Rate - $/hr.

	Straight 

Time	OT
	l	Equipment Operator	$ 46.00	$ 63.00



 






    
	CONTRACT MINING AGREEMENT	 
	Schedule of Prices - Exhibit D	 10 of 11




    


    

 


Attachment 

6 Escalation


 


Isabella Pearl Project -Rate Adjustments - Ledcor CMI
Inc.


 


All unit prices and hourly rates will be subject to a fixed
escalation:


 


	April 15, 

2019	2.5%
	 	 
	April 15, 

2020	2.0%



 


 






    
	CONTRACT MINING AGREEMENT	 
	Schedule of Prices - Exhibit D	 11 of 11




    


    





 


EXHIBIT E





to 


Contract Mining

Agreement





 


FORM OF CHANGE
ORDER


 


	 	Contract
    No.	 
	 	 	 
	 	Change
    Order No.	 




  


	CONTRACT TITLE	 	 




 


 1. The subject Agreement is modified by this Change Order for the compensation as indicated below.




 


 2. The Contract Price, completion date, and all other terms, conditions and provisions of the subject Agreement are not affected by this Change Order except as specifically provided on the attached Attachment 1.




 


Signed for and on behalf of:


 


Contractor:


 


Ledcor CMI Inc.


 


	Signature:	 	 
	 
	Capacity:	 	 
	 
	Date:	 	 




 


 


Signed for and on behalf of:


 


Owner:


 


Client


 





	Signature:	 	 
	 
	Capacity:	 	 
	 
	Date:	 	 





 





	CONTRACT MINING AGREEMENT	 
	Change Order - Exhibit E	1 of 2






     

    


    













Attachment

1 to 


 


CHANGE ORDER NO.                       


 


The Work covered hereby shall
be completed by:


 


Effect on Contract completion date (if any):


 


 


	PREVIOUS CONTRACT PRICE:	 	$
	 	 	 
	INCREASE (DECREASE) BY THIS CHANGE AGREEMENT:	 	$
	 	 	 
	REVISED CONTRACT PRICE:	 	$




 


DESCRIPTION OF CHANGED WORK OR CONDITIONS:


 





	CONTRACT MINING AGREEMENT	 
	Change Order - Exhibit E	2 of 2









     

    


    













EXHIBIT F 


to 


Contract Mining Agreement


 


FORM OF 


AFFIDAVIT, AGREEMENT, RELEASE, AND WAIVER
OF

 LIEN 


(Partial Release Form)


 


                                   ,
being first duly sworn, says that: He is the                                    
of Ledcor CMI Inc. (the "Contractor") and is authorized to bind Contractor by this instrument. He is familiar with
Contractor's performance and action in connection with this Contract (Purchase Order) No. ______ dated [January _,
2014], between Contractor and Owner (the "Owner").


 


He has investigated the matter and to
the best of his knowledge Contractor has properly performed all services and furnished all materials required by the Contract
through                                    ,20___ and on behalf of Contractor warrants that it has done so.


 


To the
best of his knowledge and on behalf of Contractor he warrants that Contractor has paid in full all amounts owing by Contractor
for all services and material and has settled all claims for which payment is now owing as of the date of submission of this instrument.


 


Provided that Owner
has complied with its payment obligations under the Contract, to the best of his knowledge and on behalf of Contractor he
warrants that no one has any right as of the date of submission of this instrument to file or to enforce a lien on account of
furnishing such services or material. On behalf of Contractor, he agrees that in consideration of and upon Owner's payment in
the sum of
$                                   
as partial payment under the Contract, Contractor does hereby, for itself and for all who furnish or furnished any services
or materials in connection therewith, waive and release any and all rights with respect to payment for Work performed through
the date mentioned in the second preceding paragraph excepting any unresolved claims of Contractor under the Contract, to
file liens and to assert any and all claims against Owner, or its parents, subsidiaries and affiliates, and the property of
any of them relating to partial payment for Contractor's performance of the Work up to the date specified above, and that if
any such claim for payment is asserted or lien is filed or enforced, Contractor will indemnify and save harmless Owner and
its engineer, their parents, affiliates and subsidiaries, from any loss, damage, or expense arising therefrom including court
costs and attorneys' fees.


 


Acceptance
of this instrument and payment by Owner shall not be deemed to release Contractor or Owner from any contractual obligations.


 


		 	 



 


On his behalf and on behalf of Contractor


  


Certification of Notary: 


Subscribed and sworn to before me this       day
of                      20


 


 





		 	 





Notary Public



 


	CONTRACT MINING AGREEMENT 	 
	Affidavit, Agreement, Release, and Waiver of Lien (Partial Release Form)-Exhibit F	1 of 1








     

    


    













EXHIBIT G 


to 


Contract Mining Agreement


 


FORM OF 


AFFIDAVIT, AGREEMENT, RELEASE, AND WAIVER
OF LIEN 


(Final Release Form)


 


STATE OF NEVADA


 


UNITED STATES OF AMERICA)


 


                                 ,
being first duly sworn, says that: He is the                                 of
Ledcor CMI Inc. (the "Contractor") and is authorized to bind Contractor by this instrument. He is familiar with
Contractor's performance and action in connection with the Contract
No.                               dated                             ,
20_, between Contractor and Owner (the "Owner").


 


He has
investigated the matter and to the best of his knowledge Contractor has properly and completely performed all services and furnished
all materials required by the Contract and on behalf of Contractor warrants that it has done so.


 


To the best of his knowledge and on behalf
of Contractor he warrants that Contractor has paid in full all amounts now or previously owing by Contractor for all services
and material and has settled all claims for which payment is or will be due and owing.


 


Provided that Owner
has complied with its payment obligations under the Contract, to the best of his knowledge and on behalf of Contractor he
warrants that no one has any right to file or to enforce a lien on account of furnishing such services or material. On behalf
of Contractor, he agrees that in consideration of and upon Owner's payment in the sum of
$                   as final payment under the Contract Contractor does hereby, for itself and for all
who furnish or furnished any services or materials in connection therewith, waive and release any and all rights to file
liens and to assert any and all claims for payment of the Contract Price against Owner, or its parents, subsidiaries and
affiliates, and the property to any of them, relating to payment for Contractor's performance of the Work and that if any
such payment claim is asserted or lien is filed or enforced Contractor will indemnify and save harmless Owner, and its
parents, affiliates, and subsidiaries, from any loss, damage, or expenses arising therefrom including court costs and
attorneys' fees.


 


Acceptance
of this instrument and final payment by Owner shall not be deemed to release Contractor or Owner from any contractual obligations.


 









 


On his behalf and on behalf of Contractor


 


Certification of Notary:


 


Subscribed and sworn to before me this        day
of                       
, 20


 


		 	 



Notary
Public


 


 


	CONTRACT MINING AGREEMENT 
 Affidavit, Agreement, Release, and Waiver of Lien (Final Release Form)- Exhibit G	1 of 1








     

    


    













EXHIBIT H 


to 


Contract Mining Agreement


 


HEALTH AND SAFETY POLICY


 


The Owner's policy is to provide safe
and healthy working conditions, to develop, maintain and promote safe and productive work practices in all aspects of its business,
and to comply with all occupational health and safety laws and regulations governing its activities. Owner considers the safety
and health of its employees and its contractors' employees to be of utmost importance in the efficient conduct of its business
and believes that management and each and every employee have a shared responsibility in the application of this policy.


 


To implement this policy in connection
with the Project, Owner will do, and will require that Contractor do, the following:


 


		A.	Include
                                         safety and occupational health consideration as an integral part of its exploration,
                                         design, planning, purchasing, construction, production and maintenance policies.



 


		B.	Require
                                         that safe work practices and procedures be established for each activity where potential
                                         risks occur.



 


		C.	Provide
                                         each employee with appropriate information, training and protective equipment so that
                                         assigned work can be carried out in a safe and productive manner.



 


		D.	Require
                                         that each employee follow established work practices and procedures, comply with all
                                         government laws and regulations and not expose themselves, other employees or the assets
                                         of the Company to undue risk.



 


		E.	Take
                                         all reasonable and practicable measures to ensure that potentially hazardous agents and
                                         conditions in the workplace which could result in personal injury, illness, property
                                         damage or fire and security loss, are identified and managed in a safe manner.



 


		F.	Provide
                                         the means by which all employees can be effectively involved in the implementation of
                                         this policy, and encourage them in this activity.



 


		G.	Appoint
                                         safety personnel at each operation as required providing for the full implementation
                                         of this policy and providing the resources required for the conduct of their duties.



 


		H.	Maintain
                                         procedures for the investigation of all serious accidents and near-miss incidents and
                                         the implementation of corrective action.



 


		I.	Conduct
                                         audits, inspections and other activities with the objective of ensuring the application
                                         of this policy.



 


		J.	Maintain
                                         procedures and employ trained individuals or teams capable of dealing with emergency
                                         situations and provide first aid and medical services as required by local conditions.



 


		K.	Require
                                         that contractors comply with applicable aspects of this policy and comply with all laws
                                         and regulations related to their activities.



 


		L.	Work
                                         with other companies, industry associations, government officials and other organizations
                                         in the development of effective occupational health and safety laws and regulations.



 





	CONTRACT MINING AGREEMENT 
 Health and Safety Policy - Exhibit H	1 of 1









     

    


    













EXHIBIT I 


to 


Contract Mining Agreement


 


ENVIRONMENTAL POLICY


 


Owner is committed to balancing good
stewardship in the protection of human health and the natural environment with the need for economic growth. Diligent
application of technically proven and economically feasible environment protection measures will be exercised throughout the
exploration, development, mining, processing and decommissioning stages to ensure best management practices are used to
address Owner's ethical and legislative requirements. To implement this policy, Owner will:


 


		A.	Recognize
                                         environmental management as a corporate priority and establish policies, programs and
                                         practices for conducting business in an environmentally sound manner.



 


		B.	Assess,
                                         design, construct, operate and close facilities in compliance with Owner's policy and
                                         all applicable legislation providing for the protection of the environment, employees
                                         and the public.



 


		C.	Integrate
                                         environmental policies, programs and practices into each business activity as an essential
                                         element of project management at every level of the organization.



 


		D.	Assess
                                         environmental risks and impacts for all activities and employ appropriate environmental
                                         practice to minimize environmental impact.



 


		E.	Continue
                                         to improve corporate policies, programs and environmental performance, taking into account
                                         legal requirements, technical developments, scientific understanding and community expectations.



 


		F.	Develop,
                                         design and operate facilities in an environmentally sound manner taking into consideration
                                         the efficient use of energy and materials, and the generation and safe disposal of wastes
                                         and by-products.



 


		G.	Provide
                                         adequate resources, personnel and requisite training so that all employees are aware
                                         of and able to fulfill their environmental responsibilities.



 


		H.	Develop,
                                         maintain and test emergency preparedness plans in conjunction with emergency services,
                                         relevant authorities and the local communities.



 


		I.	Foster
                                         openness and work proactively with employees, government and the public in the development
                                         of environmental priorities and address potential hazards and impacts through the use
                                         of known technology.



 


		J.	Advise
                                         and, where relevant, educate customers, distributors and the public in the safe use,
                                         transportation, storage, recycling and disposal of metals or mineral products provided.



 


		K.	Plan
                                         for closure early in the design stage of each project and ensure that adequate financial
                                         resources are or will be available to meet reclamation and environmental control obligations.



 


		L.	Maintain
                                         an active, self-monitoring and auditing program to ensure compliance with both Owner's
                                         and legal requirements and principles of the Environmental Policy, and establish appropriate
                                         means of communicating the results.



 





	CONTRACT MINING AGREEMENT 
 Environmental Policy - Exhibit I	1 of 1









     

    


    













	

                                                                                 
	 RFC No.: Date: Pricing Method: Ledcor Project No.: 22 October 15, 2020 Unit Rate 6031092 RFC 22 One Year Mining Contract Extension Description of Change Detailed description of change including related MOC documents and reference to relevant Contract Change provisions Walker Lane Minerals Corp and Ledcor CMI Inc. agree to extending the current contract agreement for one year. The term is from November 1, 2020 through October 31, 2021. Volumes are set at a planned minimum of 580K Tonnes per month as per the attached Mining Contract Extension Pricing. Escalation Rate Adjustments for all unit prices and hourly rates will be subject to a fixed escalation of 2% on May 01, 2021. Pricing includes a factor for the low density of the material and would not require monthly/quarterly reconciliation for low density. Mining schedule is based on 11 shifts per week (7 dayshifts and 4-night shifts) utilizing 3 crews. All other terms and conditions in the Contract Mining Agreement remain unchanged. Contract Change Impact Impact to Cost: Impact to Schedule: Extension (or decrease) Calendar: 365 days Proposed Completion Date: 31-Oct-21 Description of Impact / Affected Schedule Activities No Impact Contract Change Attachments List any drawings, RFIs, LEMs, Estimates, etc. that will be included to support the Request for Change. Mining Contract Extension Pricing Authorization By signing this Contract Request for Change, the Client and Contractor agree to make the adjustments in the cost and/or schedule of this project as stated in this notice. The Contractor shall complete the works as outlined in this proposal according to the requirements set out in the Contract. This Contract Request for Change does not account for the cumulative effect of individual changes on indirect costs or schedule. 1 of 1 










     


     


    

 




		 RFC No.: Date: Pricing Method: Ledcor Project No.: 22 November16,2020 Unit Rate 6031092 RFC 22 One Year Mining Contract Extension Description of Change Detailed description of change including related MOC documents and reference to relevant Contract Change provisions Walker Lane Minerals Corp and Ledcor CMI Inc. agree to the contract be amended stating “the Payment Bond Requirement as refenced in contract section 5.10 is terminated effective on 10/31/2020 and clause 5.10 is deleted in its entirety for any and all contract extension thereafter”. This amendment to the contract will require section 5.2.1 for prepayments to be made on the first day of the month. Contract Change Impact Impact to Cost: Impact to Schedule: Extension (or decrease) Calendar: 365 days Proposed Completion Date: 31-Oct-21 Description of Impact / Affected Schedule Activities No Impact Contract Change Attachments List any drawings, RFIs, LEMs, Estimates, etc. that will be included to support the Request for Change. Mining Contract Extension Pricing Authorization By signing this Contract Request for Change, the Client and Contractor agree to make the adjustments in the cost and/or schedule of this project as stated in this notice. The Contractor shall complete the works as outlined in this proposal according to the requirements set out in the Contract. This Contract Request for Change does not account for the cumulative effect of individual changes on indirect costs or schedule. 1 of 1