exv4w16






Exhibit 4.16









FORM 2F

CPC ESCROW AGREEMENT



THIS AGREEMENT is made as of the 27th day of September, 2007




AMONG:





NIMIN CAPITAL CORP.

(the Issuer)



AND:





COMPUTERSHARE TRUST COMPANY OF CANADA

(the Escrow Agent)



AND:




     EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER

     (a Securityholder or you)


(collectively, the Parties)



This Agreement is being entered into by the Parties under Exchange Policy 2.4 — Capital Pool
Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture
Exchange (the Exchange).



For good and valuable consideration, the Parties agree as follows:




PART 1 ESCROW




1.1 Appointment of Escrow Agent



The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this
Agreement. The Escrow Agent accepts the appointment.




1.2 Deposit of Escrow Securities in Escrow





	(1)	 	You are depositing the securities (escrow securities) listed opposite your name in Schedule
“A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately
deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence
of these securities which you have or which you may later receive.





					
	 	 	 	 	 
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	(2)	 	If you receive any shares of the Issuer upon exercise of a stock option granted by the Issuer
prior to Completion of the Qualifying Transaction, (option securities) you will deposit them
with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any
share certificates or other evidence of those option securities. When this Agreement refers
to escrow securities, it includes option securities.






	(3)	 	If you receive any other securities (additional escrow securities):






	 	(a)	 	as a dividend or other distribution on escrow securities;






	 	(b)	 	on the exercise of a right of purchase, conversion or exchange attaching to
escrow securities, including securities received on conversion of special warrants;






	 	(c)	 	on a subdivision, or compulsory or automatic conversion or exchange of escrow
securities; or






	 	(d)	 	from a successor issuer in a business combination, if Part 7 of this Agreement
applies,






you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be
delivered to the Escrow Agent any share certificates or other evidence of those additional
escrow securities. When this Agreement refers to escrow securities, it includes additional
escrow securities.




	(4)	 	You will immediately deliver to the Escrow Agent any replacement share certificates or other
evidence of option securities or additional escrow securities issued to you.





1.3 Direction to Escrow Agent



The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow
until they are released from escrow under this Agreement.




PART 2 RELEASE OF ESCROW SECURITIES




2.1 Release Provisions



The provisions of Schedule B(1) and B(2) are incorporated into and form part of this Agreement.




2.2 Release Provisions for Option Securities



The Escrow Agent will release any option securities upon receiving notice from the Exchange that
the Issuer has completed a Qualifying Transaction.




2.3 Additional escrow securities



If you acquire additional escrow securities in connection with the transaction to which this
agreement relates, those securities will be added to the securities already in escrow, to increase
the number of remaining escrow securities. After that, all of the escrow securities will be
released in accordance with the applicable release schedule.




					
	 	 	 	 	 
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2.4 Delivery of Share Certificates for Escrow Securities



The Escrow Agent will send to each Securityholder any share certificates or other evidence of that
Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as
soon as reasonably practicable after the release.




2.5 Replacement Certificates



If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a
share certificate or other evidence representing more escrow securities than are to be released,
the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer
agent and request replacement share certificates or other evidence. The Issuer will cause
replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent.
After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow
Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share
certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will
act as soon as reasonably practicable.




2.6 Release upon Death





	(1)	 	If a Securityholder dies, the Securityholder’s escrow securities will be released from
escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow
securities in the possession of the Escrow Agent to the Securityholder’s legal representative
provided that:






	 	(a)	 	the legal representative of the deceased Securityholder provides written notice
to the Exchange of the intent to release the escrow securities as at a specified date
which is at least 10 business days and not more than 30 business days prior to the
proposed release; and






	 	(b)	 	the Exchange does not provide notice of its objection to the Escrow Agent prior
to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.






	(2)	 	Prior to delivery the Escrow Agent must receive:






	 	(a)	 	a certified copy of the death certificate; and






	 	(b)	 	any evidence of the legal representative’s status that the Escrow Agent may
reasonably require.





2.7 Exchange Discretion to Terminate



If the Escrow Agent receives a request from the Exchange to halt or terminate the release of escrow
securities from escrow, then the Escrow Agent will comply with that request, and will not release
any escrow securities from escrow until it receives the written consent of the Exchange.




2.8 Discretionary Applications



The Exchange may consent to the release from escrow of escrow securities in other circumstances and
on terms and on conditions it deems appropriate. Escrow securities may be released from escrow
provided that the Escrow Agent receives written notice from the Exchange.




					
	 	 	 	 	 
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PART 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS




3.1 Early Release — Graduation to Tier 1





	(1)	 	When a CPC or Resulting Issuer becomes a Tier 1 Issuer, the release schedule for its escrow
securities changes.
	 
	(2)	 	If the Issuer reasonably believes that it meets the Minimum Listing Requirements of a Tier 1
Issuer as described in Policy 2.1 — Minimum Listing Requirements, the Issuer may make
application to the Exchange to be listed as a Tier 1 Issuer. The Issuer must also
concurrently provide notice to the Escrow Agent that it is making such an application.
	 
	(3)	 	If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange
Bulletin confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of
this Bulletin the Issuer must immediately:






	 	(a)	 	issue a news release disclosing:






	 	(i)	 	that it has been accepted for graduation to Tier 1; and
	 
	 	(ii)	 	the number of escrow securities to be released and the dates of
release under the new schedule; and






	 	(b)	 	provide the news release, together with a copy of the Exchange Bulletin, to the
Escrow Agent.






	(4)	 	Upon completion of the steps in section 3.1(3) above, the Issuer’s release schedule B(1) will
be replaced with release schedule B(2).
	 
	(5)	 	Within 10 days of the Exchange Bulletin confirming the Issuer’s listing on Tier 1, the Escrow
Agent must release any escrow securities from escrow which under the new release schedule
would have been releasable at a date prior to the Exchange Bulletin.





PART 4 CANCELLATION OF ESCROWED SECURITIES




4.1 Delisting of the CPC



If the Issuer fails to complete a Qualifying Transaction, as defined in the applicable Exchange
Policy, within 24 months following the date of listing of the Issuer and the Exchange issues an
Exchange Bulletin that the Issuer will be delisted, the Issuer must immediately notify the Escrow
Agent.




4.2 Cancellation of Certain Escrow Securities Held by Related Parties of the CPC





	(1)	 	If the Issuer is delisted prior to Completion of a Qualifying Transaction,






	 	(a)	 	the Escrow Agent will deliver a notice to the Issuer, including any
certificates possessed by the Escrow Agent which evidence the escrow securities held by
Related Parties to the CPC which were purchased prior to the IPO of the CPC at a
discount to the IPO price. (the Discount Seed Shares); and





					
	 	 	 	 	 
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     (b) the Issuer and the Escrow Agent must either:




	 	(i)	 	take such action as is necessary to cancel the Discount Seed
Shares pursuant to the Policy, or






	 	(ii)	 	if the Issuer is moved to NEX, take such action as is necessary
to immediately cancel that number of Discount Seed Shares held by Related
Parties to the CPC as determined by a vote of the shareholders of the Issuer
pursuant to section 14.13 of the Policy.






	(2)	 	For the purposes of cancellation of Discount Seed Shares, each Securityholder irrevocably
appoints the Escrow Agent as his or her attorney, with authority to appoint substitute
attorneys, as necessary.





4.3 Cancellation of Other Escrow Securities





	(1)	 	Any escrow securities which have not been released from escrow under this Agreement as at
4:30 p.m. (Vancouver time) or 5:30 p.m. (Calgary time) on the date which is the
10th anniversary of the date of delisting from the Exchange must immediately be
cancelled. The Escrow Agent must deliver a notice to the Issuer, including any certificates
possessed by the Escrow Agent which evidence the escrowed securities. The Issuer and Escrow
Agent must take all actions as may be necessary to expeditiously effect cancellation.






	(2)	 	For the purposes of cancellation of escrow securities under this Agreement, each
Securityholder hereby irrevocably appoints the Escrow Agent as his or her attorney, with
authority to appoint substitute attorneys, as necessary.





PART 5. DEALING WITH ESCROW SECURITIES




5.1 Restriction on Transfer, etc.



Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage,
enter into a derivative transaction concerning, or otherwise deal in any way with your escrow
securities or any related share certificates or other evidence of the escrow securities. If a
Securityholder is a private company controlled by one or more Principals of the Issuer, the
Securityholder may not participate in a transaction that results in a change of its control or a
change in the economic exposure of the Principals to the risks of holding escrow securities.




5.2 Pledge, Mortgage or Charge as Collateral for a Loan



Subject to Exchange Acceptance, you may pledge, mortgage or charge your escrow securities to a
financial institution as collateral for a loan, provided that no escrow securities or any share
certificates or other evidence of escrow securities will be transferred or delivered by the Escrow
Agent to the financial institution for this purpose. The loan agreement must provide that the
escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy
the loan.




5.3 Voting of Escrow Securities



Although you may exercise voting rights attached to your escrow securities, you may not, while your
securities are held in escrow, exercise voting rights attached to any securities (whether in escrow
or not)




					
	 	 	 	 	 
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in support of one or more arrangements that would result in the repayment of capital being made on
the escrow securities prior to a winding up of the Issuer.




5.4 Dividends on Escrow Securities



You may receive a dividend or other distribution on your escrow securities, and elect the manner of
payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend
or other distribution on your escrow securities, other than additional escrow securities, the
Escrow Agent will pay the dividend or other distribution to you on receipt.




5.5 Exercise of Other Rights Attaching to Escrow Securities



You may exercise your rights to exchange or convert your escrow securities in accordance with this
agreement.




PART 6 PERMITTED TRANSFERS WITHIN ESCROW




6.1 Transfer to Directors and Senior Officers





	(1)	 	You may transfer escrow securities within escrow to existing or, upon their appointment,
incoming directors or senior officers of the Issuer or any of its material operating
subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that:






	 	(a)	 	you make application under the applicable Exchange Policy of the intent to
transfer at least 10 business days and not more than 30 business days prior to the date
of the proposed transfer; and
	 
	 	(b)	 	the Exchange does not provide notice of its objection to the Escrow Agent prior
to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.






	(2)	 	Prior to the transfer the Escrow Agent must receive:






	 	(a)	 	a certified copy of the resolution of the board of directors of the Issuer
approving the transfer;
	 
	 	(b)	 	a certificate signed by a director or officer of the Issuer authorized to sign,
stating that the transfer is to a director or senior officer of the Issuer or a
material operating subsidiary and that any required acceptance from the Exchange on
which the Issuer is listed has been received;
	 
	 	(c)	 	an acknowledgment in the form of Form 5E signed by the transferee; and
	 
	 	(d)	 	a transfer power of attorney, completed and executed by the transferor in
accordance with the requirements of the Issuer’s transfer agent.






	(3)	 	A transfer within escrow is a trade within the meaning of securities legislation and may
require an exemption or discretionary order.





					
	 	 	 	 	 
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6.2 Transfer to Other Principals





	(1)	 	You may transfer escrow securities within escrow:






	 	(a)	 	to a person or company that before the proposed transfer holds more than 20% of
the voting rights attached to the Issuer’s outstanding securities; or
	 
	 	(b)	 	to a person or company that after the proposed transfer






	 	(i)	 	will hold more than 10% of the voting rights attached to the
Issuer’s outstanding securities, and
	 
	 	(ii)	 	has the right to elect or appoint one or more directors or
senior officers of the Issuer or any of its material operating subsidiaries,




provided that:





	 	(a)	 	you make application under the applicable Exchange Policy of the intent to
transfer at least 10 business days and not more than 30 business days prior to the date
of the proposed transfer; and






	 	(b)	 	the Exchange does not provide notice of its objection to the Escrow Agent prior
to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.






	(2)	 	Prior to the transfer the Escrow Agent must receive:






	 	(a)	 	a certificate signed by a director or officer of the Issuer authorized to sign,
stating that:






	 	(i)	 	the transfer is to a person or company that the officer
believes, after reasonable investigation, holds more than 20% of the voting
rights attached to the Issuer’s outstanding securities before the proposed
transfer; or






	 	(ii)	 	the transfer is to a person or company that:






	 	(A)	 	the officer believes, after reasonable
investigation, will hold more than 10% of the voting rights attached to
the Issuer’s outstanding securities; and
	 
	 	(B)	 	has the right to elect or appoint one or more
directors or senior officers of the Issuer or any of its material
operating subsidiaries






	 	 	 	after the proposed transfer; and






	 	(iii)	 	any required approval from the Exchange has been received;






	 	(b)	 	an acknowledgment in the form of Form 5E signed by the transferee; and






	 	(c)	 	a transfer power of attorney, completed and executed by the transferor in
accordance with the requirements of the Issuer’s transfer agent.





					
	 	 	 	 	 
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6.3 Transfer upon Bankruptcy





	(1)	 	You may transfer escrow securities within escrow to a trustee in bankruptcy or another person
or company entitled to escrow securities on bankruptcy provided that






	 	(a)	 	you make application under the applicable Exchange Policy of the intent to
transfer at least 10 business days and not more than 30 business days prior to the date
of the proposed transfer; and






	 	(b)	 	the Exchange does not provide notice of its objection to the Escrow Agent prior
to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.






	(2)	 	Prior to the transfer, the Escrow Agent must receive:






	 	(a)	 	a certified copy of either






	 	(i)	 	the assignment in bankruptcy filed with the Superintendent of
Bankruptcy, or






	 	(ii)	 	the receiving order adjudging the Securityholder bankrupt;






	 	(b)	 	a certified copy of a certificate of appointment of the trustee in bankruptcy;






	 	(c)	 	a transfer power of attorney, duly completed and executed by the transferor in
accordance with the requirements of the Issuer’s transfer agent; and






	 	(d)	 	an acknowledgment in the form of Form 5E signed by






	 	(i)	 	the trustee in bankruptcy or
	 
	 	(ii)	 	on direction from the trustee, with evidence of that direction
attached to the acknowledgment form, another person or company legally entitled
to the escrow securities.





6.4 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities





	(1)	 	You may transfer within escrow to a financial institution provided that:






	 	(a)	 	you make application under the applicable Exchange Policy of the intent to
transfer at least 10 business days and not more than 30 business days prior to the date
of the proposed transfer; and






	 	(b)	 	the Exchange does not provide notice of its objection to the Escrow Agent prior
to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.






	(2)	 	Prior to the transfer the Escrow Agent must receive:






	 	(a)	 	a statutory declaration of an officer of the financial institution that the
financial institution is legally entitled to the escrow securities;






	 	(b)	 	evidence that the Exchange has accepted the pledge, mortgage or charge of
escrow securities to the financial institution;





					
	 	 	 	 	 
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	 	(c)	 	a transfer power of attorney, executed by the transferor in accordance with the
requirements of the Issuer’s transfer agent;






	 	 	and






	 	(d)	 	an acknowledgement in the form of Form 5E signed by the financial institution.





6.5 Transfer to Certain Plans and Funds





	(1)	 	You may transfer escrow securities within escrow to or between a registered retirement
savings plan (RRSP), registered retirement income fund (RRIF) or other similar registered plan
or fund with a trustee, where the beneficiaries of the plan or fund are limited to you and
your spouse, children and parents provided that.






	 	(a)	 	you make application under the applicable Exchange Policy of the intent to
transfer at least 10 business days and not more than 30 business days prior to the date
of the proposed transfer; and






	 	(b)	 	the Exchange does not provide notice of its objection to the Escrow Agent prior
to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.






	(2)	 	Prior to the transfer the Escrow Agent must receive:






	 	(a)	 	evidence from the trustee of the transferee plan or fund, or the trustee’s
agent, stating that, to the best of the trustee’s knowledge, the annuitant of the RRSP
or RRIF or the beneficiaries of the other registered plan or fund do not include any
person or company other than you and your spouse, children and parents;






	 	(b)	 	a transfer power of attorney, executed by the transferor in accordance with the
requirements of the Issuer’s transfer agent; and






	 	(c)	 	an acknowledgement in the form of Form 5E signed by the trustee of the plan or
fund.





6.6 Effect of Transfer Within Escrow



After the transfer of escrow securities within escrow, the escrow securities will remain in escrow
and released from escrow under this Agreement as if no transfer has occurred, on the same terms
that applied before the transfer. The Escrow Agent will not deliver any share certificates or
other evidence of escrow securities to the transferees under this Part 6.




6.7 Discretionary Applications



The Exchange may consent to the transfer within escrow of escrow securities in other circumstances
and on such terms and conditions as it deems appropriate.




					
	 	 	 	 	 
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PART 7 BUSINESS COMBINATIONS




7.1 Business Combinations



This Part applies to the following (business combinations):





	 	(a)	 	a formal take-over bid for all outstanding equity securities of the Issuer or
which, if successful, would result in a change of control of the Issuer
	 
	 	(b)	 	a formal issuer bid for all outstanding equity securities of the Issuer
	 
	 	(c)	 	a statutory arrangement
	 
	 	(d)	 	an amalgamation






	 	(e)	 	a merger






	 	(f)	 	a reorganization that has an effect similar to an amalgamation or merger





7.2 Delivery to Escrow Agent



You may tender your escrow securities to a person or company in a business combination. At least
five business days prior to the date the escrow securities must be tendered under the business
combination, you must deliver to the Escrow Agent:





	 	(a)	 	a written direction signed by you that directs the Escrow Agent to deliver to
the depositary under the business combination any share certificates or other evidence
of the escrow securities, and a completed and executed cover letter or similar document
and, where required, transfer power of attorney completed and executed for transfer in
accordance with the requirements of the Issuer’s depository, and any other
documentation specified or provided by you and required to be delivered to the
depositary under the business combination;






	 	(b)	 	written consent of the Exchange; and






	 	(c)	 	any other information concerning the business combination as the Escrow Agent
may reasonably require.





7.3 Delivery to Depositary



As soon as reasonably practicable, and in any event no later than three business days after the
Escrow Agent receives the documents and information required under section 7.2, the Escrow Agent
will deliver to the depositary, in accordance with the direction, any share certificates or other
evidence of the escrow securities and a letter addressed to the depositary that





	 	(a)	 	identifies the escrow securities that are being tendered;






	 	(b)	 	states that the escrow securities are held in escrow;





					
	 	 	 	 	 
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	 	(c)	 	states that the escrow securities are delivered only for the purposes of the
business combination and that they will be released from escrow only after the Escrow
Agent receives the information described in section 7.4;






	 	(d)	 	if any share certificates or other evidence of the escrow securities have been
delivered to the depositary, requires the depositary to return to the Escrow Agent, as
soon as practicable, the share certificates or other evidence of escrow securities that
are not released from escrow into the business combination; and






	 	(e)	 	where applicable, requires the depositary to deliver or cause to be delivered
to the Escrow Agent, as soon as practicable, share certificates or other evidence of
additional escrow securities that you acquire under the business combination.





7.4 Release of Escrow Securities to Depositary





	(1)	 	The Escrow Agent will release from escrow the tendered escrow securities provided that:






	 	(a)	 	you or the Issuer make application under the applicable Exchange Policy of the
intent to release the tendered securities on a date at least 10 business days and not
more than 30 business days prior to the date of the proposed release date; and






	 	(b)	 	the Exchange does not provide notice of its objection to the Escrow Agent prior
to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date;






	 	(c)	 	the Escrow Agent receives a declaration signed by the depositary or, if the
direction identifies the depositary as acting on behalf of another person or company in
respect of the business combination, by that other person or company, that






	 	(i)	 	the terms and conditions of the business combination have been
met or waived; and






	 	(ii)	 	the escrow securities have either been taken up and paid for or
are subject to an unconditional obligation to be taken up and paid for under
the business combination.





7.5 Escrow of New Securities



If you receive securities (new securities) of another issuer (successor issuer) in exchange for
your escrow securities, the new securities will be subject to escrow in substitution for the
tendered escrow securities.




7.6 Release from Escrow of New Securities





	(1)	 	The Escrow Agent will send to a Securityholder share certificates or other evidence of the
Securityholder’s new securities as soon as reasonably practicable after the Escrow Agent
receives






	 	(a)	 	a certificate from the successor issuer signed by a director or officer of the
successor issuer authorized to sign






	 	(i)	 	stating that it is a successor issuer to the Issuer as a result
of a business combination;





					
	 	 	 	 	 
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	 	(ii)	 	containing a list of the securityholders whose new securities
are subject to escrow under section 7.5;






	 	(iii)	 	containing a list of the securityholders whose new securities
are not subject to escrow under section 7.5; and






	 	(b)	 	written confirmation from the Exchange that it has accepted the list of
Securityholders whose new securities are not subject to escrow under section 7.5; and






	(2)	 	If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent
will hold your new securities in escrow on the same terms and conditions, including release
dates, as applied to the escrow securities that you exchanged.






	(3)	 	If the Issuer is a Tier 2 Issuer, and the successor issuer is a Tier 1 Issuer, the release
provisions relating to graduation will apply.





PART 8 RESIGNATION OF ESCROW AGENT




8.1 Resignation of Escrow Agent





	(1)	 	If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written
notice to the Issuer and the Exchange.
	 
	(2)	 	If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give
written notice to the Escrow Agent and the Exchange.
	 
	(3)	 	If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring
that the Escrow Agent is replaced not later than the resignation or termination date by
another escrow agent that is acceptable to the Exchange and that has accepted such
appointment, which appointment will be binding on the Issuer and the Securityholders.
	 
	(4)	 	The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent
will cease to be bound by this Agreement, on the date that is 60 days after the date of
receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on
such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or
termination date”), provided that the resignation or termination date will not be less than 10
business days before a release date.
	 
	(5)	 	If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or
termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of
competent jurisdiction for the appointment of a successor escrow agent, and the duties and
responsibilities of the Escrow Agent will cease immediately upon such appointment.
	 
	(6)	 	On any new appointment under this section, the successor Escrow Agent will be vested with the
same powers, rights, duties and obligations as if it had been originally named herein as
Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow
Agent, upon receipt of payment for any outstanding account for its services and expenses then
unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be
entitled to receive, all securities, records or other property on deposit with the predecessor
Escrow Agent in relation





					
	 	 	 	 	 
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	 	 	to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow
Agent.
	 
	(7)	 	If any changes are made to Part 9 of this Agreement as a result of the appointment of the
successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms
of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with
the securities regulators with jurisdiction over this Agreement and the escrow securities.





PART 9 OTHER CONTRACTUAL ARRANGEMENTS




9.1 Escrow Agent Not a Trustee



The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow
securities and any share certificates or other evidence of these securities, solely as a custodian,
bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent
shall owe no duties hereunder as a trustee.




9.2 Escrow Agent Not Responsible for Genuineness



The Escrow Agent will not be responsible or liable in any manner whatever for the sufficiency,
correctness, genuineness or validity of any escrow security deposited with it.




9.3 Escrow Agent Not Responsible for Furnished Information



The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or
determining the accuracy of any information or document, including the representative capacity in
which a party purports to act, that the Escrow Agent receives as a condition to a release from
escrow or a transfer of escrow securities within escrow under this Agreement.




9.4 Escrow Agent Not Responsible after Release



The Escrow Agent will have no responsibility for escrow securities that it has released to a
Securityholder or at a Securityholder’s direction according to this Agreement.




9.5 Indemnification of Escrow Agent



The Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold
harmless the Escrow Agent, its affiliates, and their current and former directors, officers,
employees and agents from and against any and all claims, demands, losses, penalties, costs,
expenses, fees and liabilities, including, without limitation, legal fees and expenses, directly or
indirectly arising out of, in connection with, or in respect of, this Agreement, except where same
result directly and principally from gross negligence, wilful misconduct or bad faith on the part
of the Escrow Agent. This indemnity survives the release of the escrow securities, the resignation
or termination of the Escrow Agreement and the termination of this Agreement.




9.6 Additional Provisions





	(1)	 	The Escrow Agent will be protected in acting and relying reasonably upon any notice,
direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt,
statutory declaration or other paper or document (collectively referred to as “Documents”)
furnished to it and





					
	 	 	 	 	 
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	 	 	purportedly signed by any officer or person required to or entitled to execute and deliver
to the Escrow Agent any such Document in connection with this Agreement, not only as to its
due execution and the validity and effectiveness of its provisions, but also as to the truth
or accuracy of any information therein contained, which it in good faith believes to be
genuine.






	(2)	 	The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto,
or any waiver, modification, amendment, termination or rescission of this Agreement unless
received by it in writing, and signed by the other Parties and approved by the Exchange, and,
if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it
has given its prior written consent.






	(3)	 	The Escrow Agent may consult with or retain such legal counsel and advisors as it may
reasonably require for the purpose of discharging its duties or determining its rights under
this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow
Agent will give written notice to the Issuer as soon as practicable that it has retained legal
counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any
reasonable fees, expenses and disbursements of such counsel or advisors.






	(4)	 	In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent
will be entitled, at its option, to refuse to comply with any and all demands whatsoever until
the dispute is settled either by a written agreement among the Parties or by a court of
competent jurisdiction.






	(5)	 	The Escrow Agent will have no duties or responsibilities except as expressly provided in this
Agreement and will have no duty or responsibility under the Policy or arising under any other
agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is
not a party.






	(6)	 	The Escrow Agent will have the right not to act and will not be liable for refusing to act
unless it has received clear and reasonable documentation that complies with the terms of this
Agreement. Such documentation must not require the exercise of any discretion or independent
judgment.






	(7)	 	The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such
Securityholder’s escrow securities in electronic, or uncertificated form only, pending release
of such securities from escrow.






	(8)	 	The Escrow Agent will have no responsibility with respect to any escrow securities in respect
of which no share certificate or other evidence or electronic or uncertificated form of these
securities has been delivered to it, or otherwise received by it.





9.7 Limitation of Liability of Escrow Agent



The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted
to be taken by it under or in connection with this Agreement, except for losses directly,
principally and immediately caused by its bad faith, wilful misconduct or gross negligence. Under
no circumstances will the Escrow Agent be liable for any special, indirect, incidental,
consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of
profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision
of this Agreement, in no event will the collective liability of the Escrow Agent under or in
connection with this Agreement to any one or more Parties, except for losses directly caused by its
bad faith or willful misconduct, exceed the amount of its annual




					
	 	 	 	 	 
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fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount
shall be greater.




9.8 Remuneration of Escrow Agent



The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement,
which fees are subject to revision from time to time on 30 days’ written notice. The Issuer will
reimburse the Escrow Agent for its expenses and disbursements. Any amount due under this section
and unpaid 30 days after request for such payment, will bear interest from the expiration of such
period at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on
demand.




PART 10 INDEMNIFICATION OF THE EXCHANGE




10.1 Indemnification





	(1)	 	The Issuer and each Securityholder jointly and severally:






	 
	 	(a)	 	release, indemnify and save harmless the Exchange from all costs (including
legal cost, expenses and disbursements), charges, claims, demands, damages,
liabilities, losses and expenses incurred by the Exchange;
	 
	 	(b)	 	agree not to make or bring a claim or demand, or commence any action, against
the Exchange; and
	 
	 	(c)	 	agree to indemnify and save harmless the Exchange from all costs (including
legal costs) and damages that the Exchange incurs or is required by law to pay as a
result of any person’s claim, demand or action,






	 	 	arising from any and every act or omission committed or omitted by the Exchange, in
connection with this Agreement, even if said act or omission was negligent, or constituted a
breach of the terms of this Agreement.






	(2)	 	This indemnity survives the release of the escrow securities and the termination of this
Agreement.





PART 11 NOTICES




11.1 Notice to Escrow Agent



Documents will be considered to have been delivered to the Escrow Agent on the next business day
following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand
or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the
following:





	 	 	Computershare Trust Company of Canada

3rd Floor — 510 Burrard Street

Vancouver, British Columbia

V6C 3B9
	 
	 	 	Attention: General Manager, Client Services

Fax: (604) 661-9401





					
	 	 	 	 	 
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11.2 Notice to Issuer



Documents will be considered to have been delivered to the Issuer on the next business day
following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand
during normal business hours or by prepaid courier, or 5 business days after the date of mailing,
if delivered by mail, to the following:





	 	 	NiMin Capital Corp.

Suite 300, 570 Granville Street

Vancouver, British Columbia

V6C 3P1
	 
	 	 	Attention: President

Fax: (604) 681-4692





11.3 Deliveries to Securityholders



Documents will be considered to have been delivered to a Securityholder on the date of delivery, if
delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered
by mail, to the address on the Issuer’s share register.



Any share certificates or other evidence of a Securityholder’s escrow securities will be sent to
the Securityholder’s address on the Issuer’s share register unless the Securityholder has advised
the Escrow Agent in writing otherwise at least ten business days before the escrow securities are
released from escrow. The Issuer will provide the Escrow Agent with each securityholder’s address
as listed on the Issuer’s share register.




11.4 Change of Address





	(1)	 	The Escrow Agent may change its address for delivery by delivering notice of the change of
address to the Issuer and to each Securityholder.






	(2)	 	The Issuer may change its address for delivery by delivering notice of the change of address
to the Escrow Agent and to each Securityholder.






	(3)	 	A Securityholder may change that Securityholder’s address for delivery by delivering notice
of the change of address to the Issuer and to the Escrow Agent.





11.5 Postal Interruption



A party to this Agreement will not mail a Document if the party is aware of an actual or impending
disruption of postal service.




PART 12 GENERAL




12.1 Interpretation — holding securities



Unless the context otherwise requires, all capitalized terms that are not otherwise defined in this
Agreement, shall have the meanings as defined in Policy 1.1 — Interpretation or in Policy 5.4 -
Escrow, Vendor Consideration and Resale Restrictions.




					
	 	 	 	 	 
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When this Agreement refers to securities that a Securityholder “holds”, it means that the
Securityholder has direct or indirect beneficial ownership of or control or direction over the
securities.




12.2 Enforcement by Third Parties



The Issuer enters this Agreement both on its own behalf and as trustee for the Exchange and the
Securityholders of the Issuer, and this Agreement may be enforced by either the Exchange, or the
Securityholders of the Issuer, or both.




12.3 Termination, Amendment, and Waiver of Agreement





	(1)	 	Subject to subsection 12.3(3), this Agreement shall only terminate:






	 	(a)	 	with respect to all the Parties:






	 	(i)	 	as specifically provided in this Agreement;






	 	(ii)	 	subject to section 12.3(2), upon the agreement of all Parties;
or






	 	(iii)	 	when the escrow securities of all Securityholders have been
released from escrow pursuant to this Agreement; and






	 	(b)	 	with respect to a Party:






	 	(i)	 	as specifically provided in this Agreement; or






	 	(ii)	 	if the Party is a Securityholder, when all of the
Securityholder’s escrow securities have been released from escrow pursuant to
this Agreement.






	(2)	 	An agreement to terminate this Agreement pursuant to section 12.3(1)(a)(ii) shall not be
effective unless and until the agreement to terminate






	 	(a)	 	is evidenced by a memorandum in writing signed by all Parties;






	 	(b)	 	has been consented to in writing by the Exchange; and






	 	(c)	 	has been approved by a majority of securityholders of the Issuer who are not
Securityholders.






	(3)	 	Notwithstanding any other provision in this Agreement, the obligations set forth in section
10.1 shall survive the termination of this Agreement and the resignation or removal of the
Escrow Agent.






	(4)	 	No amendment or waiver of this Agreement or any part of this Agreement shall be effective
unless the amendment or waiver:






	 	(a)	 	is evidenced by a memorandum in writing signed by all Parties;






	 	(b)	 	has been approved in writing by the Exchange; and






	 	(c)	 	has been approved by a majority of securityholders of the Issuer who are not
Securityholders.





					
	 	 	 	 	 
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	(5)	 	No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision (whether similar or not), nor shall any waiver constitute a
continuing waiver, unless expressly provided.





12.4 Severance of Illegal Provision



Any provision or part of a provision of this Agreement determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable shall be deemed stricken to the extent
necessary to eliminate any invalidity, illegality or unenforceability, and the rest of the
Agreement and all other provisions and parts thereof shall remain in full force and effect and be
binding upon the parties hereto as though the said illegal and/or unenforceable provision or part
thereof had never been included in this Agreement.




12.5 Further Assurances



The Parties will execute and deliver any further documents and perform any further acts reasonably
requested by any of the Parties to this Agreement which are necessary to carry out the intent of
this Agreement.




12.6 Time



Time is of the essence of this Agreement.




12.7 Consent of Exchange to Amendment



The Exchange must approve any amendment to this Agreement.




12.8 Additional Escrow Requirements



A Canadian exchange may impose escrow terms or conditions in addition to those set out in this
Agreement.




12.9 Governing Laws



The laws of British Columbia and the applicable laws of Canada will govern this Agreement.




12.10 Counterparts



The Parties may execute this Agreement by fax and in counterparts, each of which will be considered
an original and all of which will be one agreement.




12.11 Singular and Plural



Wherever a singular expression is used in this Agreement, that expression is considered as
including the plural or the body corporate where required by the context.




12.12 Language



This Agreement has been drawn up in the English language at the request of all parties. Cet acte a
été rédigé en anglais à la demande de toutes les parties.




					
	 	 	 	 	 
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12.13 Benefit and Binding Effect



This Agreement will benefit and bind the Parties and their heirs, executors, administrators,
successors and permitted assigns and all persons claiming through them as if they had been a Party
to this Agreement.




12.14 Entire Agreement



This is the entire agreement among the Parties concerning the subject matter set out in this
Agreement and supersedes any and all prior understandings and agreements.




12.15 Successor to Escrow Agent



Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any
corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow
Agent under this Agreement without any further act on its part or on the part or any of the
Parties, provided that the successor is recognized by the Exchange.



The Parties have executed and delivered this Agreement as of the date set out above.




COMPUTERSHARE TRUST COMPANY OF CANADA




					
	 	
 	 
	 	“Chad Emnace”
 	 
	 	Authorized signatory 	 
	 	 	 
	 



					
	 	
 	 
	 	“Claire Brinkworth”
 	 
	 	Authorized signatory 	 
	 	 	 
	 



					
	 	


NIMIN CAPITAL CORP.

 	 
	 	“K. Peter Miller”
 	 
	 	Authorized signatory 	 
	 	 	 
	 



					
	 	
 	 
	 	“Narinder Nagra”
 	 
	 	Authorized signatory 	 
	 	 	 
	 



					
	 	 	 	 	 
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(as at April 13, 2005)
	 	CPC ESCROW AGREEMENT
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If the Securityholder is an individual:




	 	 	 	 	 	 	 	 	 

	Signed, sealed and delivered by

	 	 	)	 	 	 	 	 
	K. Peter Miller in the presence of:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	Tracy Hahn

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name

	 	

	)

)	

	 	 	 	 
	Suite 300 — 570 Granville Street
 


	 	 	)	 	 	“K Peter Miller”
 

	 	 
	Address

	 	 	)	 	 	K. Peter Miller	 	 
	 

	 	 	)	 	 	 	 	 
	Vancouver, British Columbia V6C 3P1

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	

	)

)	

	 	 	 	 
	Executive Assistant

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Occupation

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	If the Securityholder is an individual:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signed, sealed and delivered by

	 	 	)	 	 	 	 	 
	Narinder Nagra in the presence of:

	 	

	)

)	

	 	 	 	 
	Tracy Hahn

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name

	 	

	)

)	

	 	 	 	 
	Suite 300 — 570 Granville Street
 

Address

	 	



	)

)

)	



	 	“Narinder Nagra”
 

Narinder Nagra
	 	 
	Vancouver, British Columbia V6C 3P1

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	

	)

)	

	 	 	 	 
	Executive Assistant

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Occupation

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	If the Securityholder is an individual:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signed, sealed and delivered by

	 	 	)	 	 	 	 	 
	Pauline Pasetka in the presence of:

	 	

	)

)	

	 	 	 	 
	Tracy Hahn

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name

	 	

	)

)	

	 	 	 	 
	Suite 300 — 570 Granville Street
 

Address

	 	



	)

)

)	



	 	“Pauline Pasetka”
 

Pauline Pasetka
	 	 
	Vancouver, British Columbia V6C 3P1

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	

	)

)	

	 	 	 	 
	Executive Assistant

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Occupation

	 	 	)	 	 	 	 	 






					
	 	 	 	 	 
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	 	CPC ESCROW AGREEMENT
	 	Page 20






 









 





If the Securityholder is not an individual:




	 	 	 	 	 
	QUEST CAPITAL CORP.

 	 
	“Brian E. Bayley”
 	 
	Authorized signatory 	 
	 	 
	 	 
	If the Securityholder is not an individual:	 
	 	 
	EXPLORATION CAPITAL PARTNERS 2006

LIMITED PARTNERSHIP, by its general partner,

RESOURCE INVESTMENT MANAGEMENT CORP.

 	 
	“Arthur Rule”
 	 
	Authorized signatory 	 



					
	 	 	 	 	 
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(as at April 13, 2005)
	 	CPC ESCROW AGREEMENT
	 	Page 21







 











 





Schedule “A” to Escrow Agreement




Securityholder




	 	 	 

	Name:

	 	K. Peter Miller
	 
	 	 
	Signature:

	 	“K. Peter Miller”                          
	 
	 	 
	Address for Notice:
	 
	 	 
	 

	 	Suite 300
	 

	 	570 Granville Street
	 

	 	Vancouver, British Columbia
	 

	 	V6C 3P1






Securities:




	 	 	 	 	 	 	 
	Class or description

	 	Number
	 	Certificate(s) (if applicable)

	Common Shares

	 	40,000	 	 	C-1






					
	 	 	 	 	 
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Schedule “A” to Escrow Agreement



Securityholder




	 	 	 

	Name:

	 	Narinder Nagra
	 
	 	 
	Signature:

	 	“Narinder Nagra”                          
	 
	 	 
	Address for Notice:
	 
	 	 
	 

	 	Suite 300
	 

	 	570 Granville Street
	 

	 	Vancouver, British Columbia
	 

	 	V6C 3P1






Securities:




	 	 	 	 	 	 	 
	Class or description

	 	Number
	 	Certificate(s) (if applicable)

	Common Shares

	 	40,000	 	 	C-2






					
	 	 	 	 	 
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Schedule “A” to Escrow Agreement



Securityholder




	 	 	 

	Name:

	 	Pauline Pasetka
	 
	 	 
	Signature:

	 	“Pauline Pasetka ”                          
	 
	 	 
	Address for Notice:
	 
	 	 
	 

	 	Suite 300
	 

	 	570 Granville Street
	 

	 	Vancouver, British Columbia
	 

	 	V6C 3P1






Securities:




	 	 	 	 	 	 	 
	Class or description

	 	Number
	 	Certificate(s) (if applicable)

	Common Shares

	 	40,000	 	 	C-3






					
	 	 	 	 	 
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Schedule “A” to Escrow Agreement



Securityholder




	 	 	 

	Name:

	 	Quest Capital Corp.
	 
	 	 
	Signature:

	 	“Brian E. Bayley”                          
	 
	 	 
	Address for Notice:
	 
	 	 
	 

	 	Suite 300
	 

	 	570 Granville Street
	 

	 	Vancouver, British Columbia
	 

	 	V6C 3P1






Securities:




	 	 	 	 	 	 	 
	Class or description

	 	Number
	 	Certificate(s) (if applicable)

	Common Shares

	 	880,000	 	 	C-4






					
	 	 	 	 	 
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	 	CPC ESCROW AGREEMENT
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	(as at April 13, 2005)	 	 	 	 







 









 





Schedule “A” to Escrow Agreement



Securityholder




	 	 	 

	Name:

	 	Exploration Capital Partners 2006

Limited Partnership
	 
	 	 
	Signature:

	 	“Arthur Rule”                          
	 
	 	 
	Address for Notice:
	 
	 	 
	 

	 	7770 El Camino Real
	 

	 	Carlsbad, CA
	 

	 	92009






Securities:




	 	 	 	 	 	 	 
	Class or description

	 	Number
	 	Certificate(s) (if applicable)

	Common Shares

	 	1,000,000	 	 	C-5






					
	 	 	 	 	 
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SCHEDULE B(1) — CPC ESCROW SECURITIES




RELEASE SCHEDULE



Timed Release




	 	 	 	 	 	 	 	 	 
	 	 	Percentage of Total Escrowed	 	Total Number of Escrowed
	Release Dates	 	Securities to be Released	 	Securities to be Released
	[Insert date of
Final Exchange
Bulletin]

	 	10%
1/10 of your escrow securities
	 	 	200,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 6
months following
Final Exchange
Bulletin]

	 	1/6 of your remaining escrow
securities
	 	 	300,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 12
months following
Final Exchange
Bulletin]

	 	1/5 of your remaining escrow
securities
	 	 	300,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 18
months following
Final Exchange
Bulletin]

	 	1/4 of your remaining escrow
securities
	 	 	300,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 24
months following
Final Exchange
Bulletin]

	 	1/3 of your remaining escrow
securities
	 	 	300,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 30
months following
Final Exchange
Bulletin]

	 	1/2 of your remaining escrow
securities
	 	 	300,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 36
months following
Final Exchange
Bulletin]

	 	all of your remaining
escrowed securities
	 	 	300,000	 
	 
	 	 	 	 	 	 	 	 
	TOTAL

	 	 	100	%	 	 	2,000,000	 








 




			
	*	 	In the simplest case, where there are no changes to the escrow securities initially deposited and
no additional escrow securities, the release schedule outlined above results in the escrow
securities being released in equal tranches of 15% after completion of the release on the date of
the Final Exchange Bulletin.





					
	 	 	 	 	 
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SCHEDULE B(2) — TIER 1 ISSUER — ESCROW SECURITIES




RELEASE SCHEDULE



Timed Release




	 	 	 	 	 	 	 	 	 
	 	 	Percentage of Total Escrowed	 	Total Number of Escrowed
	Release Dates	 	Securities to be Released	 	Securities to be Released
	[Insert date of Final
Exchange Bulletin]

	 	1/4 of your escrow securities
	 	 	500,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 6 months
following Final Exchange
Bulletin]

	 	25%
1/3 of your remaining escrow
securities
	 	 	500,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 12 months
following Final Exchange
Bulletin]

	 	1/2 of your remaining escrow
securities
	 	 	500,000	 
	 
	 	 	 	 	 	 	 	 
	[Insert date 18 months
following Final Exchange
Bulletin]

	 	all of your remaining
escrowed securities
	 	 	500,000	 
	 
	 	 	 	 	 	 	 	 
	TOTAL

	 	 	100	%	 	 	2,000,000	 








 




			
	*	 	In the simplest case, where there are no changes to the escrow securities initially deposited and
no additional escrow securities, then the release schedule outlined above results in the escrow
securities being released in equal tranches of 25%.





					
	 	 	 	 	 
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	 	CPC ESCROW AGREEMENT
	 	Page 28
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