Exhibit 10.33


 


 





 




	
  7961 Shaffer Parkway · Suite 5 · Littleton, CO USA 80127

  	
   

  	
  Telephone: (720) 981-1185 · Facsimile: (720) 981-1186

  






 


December 19
2007


 


Grandcru Resources Corporation


Suite 1780 - 400 Burrard Street

Vancouver, BC

Canada V6C 3A6


 


Attention:  Brian Leeners


 


Dear Sirs:


 


Re:                             Guadalupe Claim Group, Municipality of Cosala,
State of Sinaloa, Mexico


 


The purpose of this letter is to set out the terms
and conditions upon which Grandcru Resources Corporation (“Grandcru”) would agree to sell, and Vista Gold Corp. (“Vista”)
or its Mexican subsidiary, Minera Paredones Amarillos, S.A. de C.V. (“MPA”) would
agree to purchase, Grandcru’s title to and interests in the Guadalupe Claim
Group as more particularly described in (a) the option agreement dated February 24,
2004 among Klaus Genssler, Genssler Investment Partnership, LLP, Douglas D.
Foote and Synergex Group Limited Partnership (collectively, the “San Miguel Group”) and Minera GRC, S.A. de
C.V., a copy of which is attached hereto as Schedule
“A” (the “San Miguel Agreement”
and such properties, the “San Miguel
Concessions”), and (b) the agreement dated October 29,
2004 among Wheaton River Minerals Ltd. (since assigned to Goldcorp Inc.),
Luismin, S.A. de C.V. and Minas de San Luis, S.A. de C.V. (since assigned to
Desarrollos Mineros San Luis, S.A. de C.V.), a copy of which is attached hereto
as Schedule “B” (such agreement,
the “Goldcorp/Luismin  Agreement” and together with the San Miguel
Agreement, the “Underlying Agreements”,
and such properties, the “Goldcorp/Luismin
Concessions” and together with the San Miguel Concessions, the “Property”).


 


Effective as of the date this letter is agreed and accepted by Grandcru
(the “Effective Date”), this
letter is intended to and does create binding and enforceable legal agreements
and obligations between Grandcru and Vista with respect to the matters
addressed herein, and the obligations of Grandcru and Vista to conclude the
transactions contemplated by this letter are subject only to the conditions
outlined in sections 3 and 7 below.


 

















 


In consideration of the mutual covenants and agreements contained in
this agreement, our agreement is as follows:


 


1.                                     Purchase Terms


 


Subject to the terms and conditions contained in
this agreement, Grandcru and Vista hereby agree that at the closing Grandcru
shall sell, assign and transfer to Vista, through its Mexican subsidiary, MPA,
and Vista shall purchase, all of Grandcru’s title to and interests in the
Property.  The purchase price for
Grandcru’s interest in the Property shall be
comprised of (a) cash payments totalling US$500,000, less the amount of
any taxes due with respect to the Property as of August 31, 2007,
as set out in Schedule “C”  and (b) the issuance of common shares in the
capital of Vista (the “Common Shares”)
to Grandcru or to the direction of Grandcru, with an aggregate “market price”
(as such term is defined in the TSX Company Manual) of US$1,000,000 determined
as of the Effective Date, such payments to be made and such shares to be issued
in accordance with the following:


 


Payments and
Shares to be Issued to Grandcru or to the Direction of Grandcru:


 


	
  Date

  	
   

  	
  Amount of

  Payment

  	
   

  	
  US$in Common

  Shares

  	
   

  
	
  On closing

  	
   

  	
  US$

  	
  425,000

  	
  (1)

  	
  US$

  	
  1,000,000

  	
   

  
								



 


Payments to San Miguel Group pursuant to
Purchase and Termination Agreement:


 


	
  Date

  	
   

  	
  Amount of

  Payment

  	
   

  	
   

  	
   

  
	
  On closing

  	
   

  	
  US$

  	
  75,000

  	
   

  	
  —

  	
   

  
	
  Totals

  	
   

  	
  US$

  	
  500,000

  	
   

  	
  US$

  	
  1,000,000

  	
   

  
								



 






(1)  Less the amount of any taxes due with respect to the Property
as of August 31, 2007, as set out in Schedule
“C”.


 


Grandcru
acknowledges and agrees that the Common Shares will be “restricted
securities” under United States securities laws and may not be sold, unless
registered under the United States Securities
Act of 1933, as amended (the “Securities
Act”) or exempt from such registration, and will also be subject to
a four month hold period under Canadian securities laws.  Vista agrees to use commercially reasonable
efforts to have a registration statement with respect to the Common Shares
filed with and declared effective by the United States Securities and Exchange
Commission within six months of the date of the closing, provided that Vista
will in no way be liable or responsible to Grandcu or any other party if
notwithstanding such efforts such declaration does not occur within the
foregoing time period or at all.


 


2

















 


2.                                      Closing


 


The closing of the
transactions contemplated by this agreement will occur on January 8, 2008
or such other date as may be mutually agreed by Vista and Grandcru.  Each of the parties agrees to execute and
deliver all such further documents and take all such further steps, as may be
necessary or advisable to complete the transactions contemplated by this
agreement and to otherwise give effect to the agreements described herein.


 


3.                                     Conditions to Closing


 


The obligations of the parties
to conclude the transactions contemplated by this agreement are subject to the
following conditions:


 


(a)                               The execution
and ratification before a Mexican Notary Public of a Contract of Assignment of
Rights whereby Minera Reina Isabel, S.A. de C.V. (as the registered owner in
Mexico of the San Miguel Concessions) transfers and conveys to MPA title to,
interests in and all of the rights deriving from the San Miguel Concessions,
unless otherwise agreed to by Vista, such contract to be in the form attached
hereto as Schedule “D”.


 


(b)                              The execution
of an agreement whereby the San Miguel Agreement is terminated and the San
Miguel Group transfers all of its title to, interests in and all of the rights
deriving from the San Miguel Concessions to Vista or to MPA, unless otherwise
agreed by Vista, such agreement to be in the form attached hereto as Schedule “E”.


 


(c)                               The execution and ratification
before a Mexican Notary Public of a Contract of Assignment of Rights whereby
Desarrollos Mineros San Luis, S.A. de C.V. (“DMSL”)
(as the registered owner in Mexico of the Goldcorp/Luismin Concessions)
transfers and conveys to MPA title to, interests in and all of the rights
deriving from the Goldcorp/Luismin Concessions, unless otherwise agreed to by
Vista, such contract to be in the form attached hereto as Schedule “F”.


 


(d)                              The execution
of an agreement whereby the Goldcorp/Luismin Agreement is terminated and DMSL
transfers all of its title to, interest in and all of the rights deriving from
the Goldcorp/Luismin Concessions to Vista or to MPA, unless otherwise agreed to
by Vista, such documentation to be in the form attached hereto as Schedule “G”.


 


(e)                               The receipt by
Vista of a
representation and warranty from Grandcru and the San Miguel Group to Vista and
to MPA that the San Miguel Concessions are free and clear from the net smelter
return royalty agreed to on October 25, 1996 in favor of Compañía Minera
Mariposa, S.A. de C.V. (the “NSR Royalty”)
together with an agreement that Minera Reina Isabel, S.A. de C.V., Grandcru and
the San Miguel Group will hold Vista and MPA free and harmless from any and all
claims 


 


3

















 


that could be initiated against Vista, MPA and their
successors and assigns, by any party that may claim to be holder of the NSR
Royalty and to indemnify, Vista, MPA
and their affiliates, successors and assigns,
and their directors, officers, employees, agents and attorneys from and against
all costs, expenses, damages or liabilities, including attorneys’ fees and
other costs of litigation (either threatened or pending) arising out of any
claim in any way related or connected to the NSR Royalty.


 


(f)                                 Receipt by
Vista of confirmation satisfactory to Vista in its sole discretion that
Grandcru has paid all interest owing to the San Miguel Group with any other
amounts owing to the San Miguel Group in relation to the San Miguel
Concessions.


 


(g)                              Receipt by
Vista of confirmation satisfactory to Vista in its sole discretion that the San
Miguel Group has paid all taxes owing to Grandcru with any other amounts owing
to Grandcru in relation to the San Miguel Concessions.


 


(h)                              The receipt by
Grandcru and Vista of all necessary regulatory, governmental, shareholder or
other approvals (including in the case of Grandcru by the TSX Venture Exchange
and in the case of Vista by the Toronto Stock Exchange and the American Stock
Exchange) with respect to the transactions contemplated by this agreement.


 


(i)                                  The approval
of this agreement and the transactions contemplated by this agreement by the
Board of Directors of each of Grandcru and Vista.


 


(j)                                  Grandcru providing Vista with
evidence satisfactory to Vista of Grandcru’s title to and interests in the
Property and Grandcru’s right to transfer said title and interests to Vista,
the results of which shall be satisfactory to Vista, in its sole discretion.


 


(k)                               The execution by Grandcru and
Vista of an indemnity agreement, in a form acceptable to Vista in its sole
discretion, under which Grandcru agrees to fully indemnify and hold Vista
harmless from any and all obligations and liabilities of Grandcru under or
pursuant to the Underlying Agreements or with respect to the Property arising
or existing prior to the closing of the transactions contemplated by this
agreement.


 


4.                                      Representations


 


(a)                                 Grandcru represents and warrants
to Vista that it has good and marketable title to the Property, free and clear
of all encumbrances other than those reflected in the Underlying Agreements or
otherwise disclosed to Vista in writing, and has the legal right and authority
to sell to Vista all of its interest in the Property.


 


4

















 


(b)                                Grandcru represents and warrants
to Vista that, except as disclosed to Vista in writing, all royalties and other
payments and taxes related to the Property, the Underlying Agreements and
otherwise to Grandcru’s interest in the Property, have been timely and properly
paid in full, and that there are no accrued and unpaid amounts in respect of
any such payments.


 


(c)                                 The parties each represent and
warrant to the other party that it has due and sufficient right and authority
to enter into this agreement on the terms and conditions herein set forth, and
that this agreement constitutes a valid and binding obligation of each such
party, enforceable in accordance with its terms.


 


5.                                      Right of First Refusal


 


Vista hereby acknowledges
and agrees that the transfer of Grandcru’s interest in the Property as
contemplated herein is subject to the rights of first refusal held by
Goldcorp/Luismin pursuant to section 16 of the Goldcorp/Luismin Agreement.


 


6.                                      Access to and
Return of Information


 


Immediately following execution and delivery of this agreement by both
parties, Grandcru agrees to provide Vista, or its representatives, access to
the books, records, financial statements, and other records and information
relating to the Property and Grandcru’s title to and interests therein, and all
other information about the Property and Grandcru’s title to and interests
therein reasonably requested by Vista, to enable Vista to complete its due
diligence investigations with respect to Grandcru’s title to and interests in
the Property.  Vista agrees that it will
use such information only for the purpose of enabling it to determine if it
wishes to complete the transactions contemplated by this agreement.


 


If the transactions contemplated by this agreement are not completed,
Vista agrees that it will promptly return or provide to Grandcru any
information obtained by it in connection with its due diligence investigations
(including any information provided to Vista by Grandcru in accordance with
this section).  This section shall
survive any termination of this agreement.


 


7.                                      Due Diligence
Investigations


 


Vista shall be under no obligation to continue with its due diligence
investigations or to consummate the transactions contemplated by this agreement
if, at any time, the results of its due diligence investigation are not
satisfactory to Vista for any reason in its sole discretion.


 


5

















 


8.                                      No Default


 


Grandcru hereby
represents to Vista as of the Effective Date and as of the date of closing,
except as otherwise disclosed in writing to Vista, that to the best of the
knowledge of Grandcru, it is not in default of either of the Underlying
Agreements and that there exists no condition which, upon notice, or passage of
time, or both, would constitute a default by Grandcru under either of the
Underlying Agreements.


 


9.                                      Non-Disclosure
and Confidentiality


 


Each party agrees that it will not, without the prior written consent
of the other party, disclose publicly or to any third party the terms and
conditions of this agreement or the subsequent negotiations between the
parties, except as required by law.  In
particular, each party agrees to provide the other with reasonable opportunity
to review any proposed public disclosure with respect to this agreement or the
transactions contemplated thereby.  In
addition, each party acknowledges that as part of the transactions contemplated
by this agreement, it may come into possession of material non-public
information regarding the other party. 
Each party agrees to keep such information strictly confidential and to
use such information only for purposes of the transactions contemplated in this
agreement.  For greater certainty,
nothing in this section shall prevent a party from disclosing confidential
information about the other party to its own directors, officers, employees or
advisors who need to know such information in order to assist such party in
completing the transactions contemplated in this agreement.  This section shall survive any termination of
this agreement.


 


10.                 Costs and Fees


 


Both Grandcru and Vista shall be responsible for payment of their own
expenses, including legal and accounting fees, in connection with the execution
of this agreement and the transactions contemplated hereby, whether or not such
transactions are completed.


 


11.                 Legal
Jurisdiction


 


This letter shall be governed by and construed under the laws
applicable in the Province of British Columbia, Canada.


 


12.                 Time of the
Essence


 


Time shall be of the essence of this
agreement.


 


6

















 


If the terms of this agreement are
acceptable, please sign where indicated below and return an executed copy to
the writer’s attention.


 


Yours truly,


 


VISTA GOLD CORP.


 


 


	
  Per:

  	
       /s/
  Howard M. Harlan

  	
   

  
	
   

  	
   Howard Harlan, Vice President, Business Development

  
	
   

  	
   

  
	
   

  	
   

  
	
  GRANDCRU RESOURCES
  CORPORATION  hereby accepts and agrees to the
  above terms and conditions this 19th day of December, 2007

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:

  	
       /s/
  Brian Leeners

  	
   

  
	
   

  	
   Brian Leeners, Chief Financial Officer

  



 


7

















 


Schedule
“A”


 


SAN MIGUEL AGREEMENT


 


[see
attached]


 


A-1

















 


OPTION AGREEMENT


 


THIS AGREEMENT dated for
reference the 24th day of February 2004


 


BETWEEN:


 


KLAUS
GENSSLER, businessman of 26 Farnham Park Drive, Houston,
Texas, USA, 77024, GENSSLER INVESTMENT
PARTNERSHIP, LLP, a Florida Limited Liability Partnership, having an
office at 2602 Juniper Court, Palm City, Florida, USA, 34990, DOUGLAS D. FOOTE, businessman of 8087 Lee Court, Arvada, Colorado, USA,
80005 and SYNERGEX GROUP LIMITED PARTNERSHIP,
a Delaware Limited Partnership, having an office at 60 Bonner Street, Stamford,
Connecticut, USA. 06902


 


(hereinafter collectively
referred to as the “Optionor”)


 


OF THE FIRST PART


 


AND


 


MINERA GRC,
S.A. de C.V., a body corporate duly incorporated under
the laws of the Republic of Mexico and having an office at Suite 1780 –
400 Burrard Street, Vancouver, B.C., V6C 3A6


 


(hereinafter referred to as
the “Optionee”)


 


OF THE SECOND PART


 


WHEREAS:


 


A.                                   The
Optionor now is or has the right to become the beneficial owners of 11 mining
concessions over the lots more particularly described in Schedule “A” hereto,
located in the Municipality of Cosala, State of Sinaloa, in the Mining Agency
of Culiacan, Sinaloa (which property is hereinafter collectively called the “Claims”).


 


B.                                     The
Optionor has agreed to grant an option to the Optionee to acquire a 100%
interest in the Claims on the terms and conditions contained in this Agreement,
subject to a 2% net smelter return reserved unto the Optionor.


 


NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT for an in consideration of the mutual  covenants and
agreements hereinafter contained, the parties hereto hereby agree as follows:


 


OPTION


 


1.                                       Subject to the 2% net smelter return (“NSR’) royalty
referred to below, the Optionor hereby grants to the Optionee an exclusive
option (the “Option”) to acquire in accordance 


 


1

















 


with the terms of this Agreement
an undivided 100% right title and interest in and to the Claims, subject to the
exceptions described in the letter of Lic. Victor Garcia Jimenez to Mr. John
S. Brock dated April 18, 1996, attached hereto as Attachment 1. The
parties agree that the purchase price in Section 2, below, is for all the
Claims to which this Agreement refers, as such Claims are described in Schedule
A, without consideration of the value of any one or more of them or the parts
or measurements of any of them. Neither party shall have any liability to the
other for any discrepancies in the descriptions of the claims, surface
boundaries or area, or minerals contained, if any, even if in actuality there
is a shortfall or excess of area; and rescission shall not be allowed in any
such case.


 


PURCHASE
PRICE


 


2.                                       In order to exercise the Option, the Optionee shall
be required to make the following share issuances and cash payments to the
Optionor (collectively the “Purchase Price”):


 


(a)                                the issuance to the Optionor of
150,000 common shares of Grandcru Resources Corporation, the parent company of
the Optionee, on acceptance of the terms of this Agreement by the TSX Venture
Exchange (the “Acceptance Date”), which shares shall be issued by four
certificates, with one of each certificates being registered directly into the
name of each member of the Optionor as follows:


 


	
  Name

  	
   

  	
  Number of Shares

  	
   

  
	
  Klaus
  Genssler

  	
   

  	
  33,938

  	
   

  
	
  Genssler
  Investment Partnership, LL P

  	
   

  	
  33,937

  	
   

  
	
  Douglas D.
  Foote

  	
   

  	
  14,250

  	
   

  
	
  Synergex
  Group Limited Partnership

  	
   

  	
  67,875

  	
   

  
	
   

  	
   

  	
  150,000

  	
   

  



 


(b)                               subject to section 11, making an
aggregate of $625,000 in cash payments to the Optionor at their respective
addresses as set out above on or before the following dates:


 


	
  Date

  	
   

  	
  U.S. $ Amount

  	
   

  
	
  On or before
  the date of execution of this Agreement

  	
   

  	
  $100,000 (1)

  	
   

  
	
  On or before
  June 1, 2004

  	
   

  	
  An
  additional 575,000

  	
   

  
	
  On or before
  December 01, 2004

  	
   

  	
  An
  additional $75,000

  	
   

  
	
  On or before
  June 01, 3005

  	
   

  	
  An
  additional $75,000

  	
   

  
	
  On or before
  December 01, 2005

  	
   

  	
  An
  additional $75,000

  	
   

  
	
  On or before
  June 01, 2006

  	
   

  	
  An
  additional $75,000

  	
   

  
	
  On or before
  December 01, 2006

  	
   

  	
  An
  additional $75.000

  	
   

  
	
  On of before
  June 01, 2007

  	
   

  	
  An
  additional 575,000

  	
   

  
	
   

  	
   

  	
  $625,000

  	
   

  







(1) The Optionor
acknowledges receipt of this payment by Grandcru Resources Corporation on
behalf of the Optionee.


2

















 


 


 


(c)                                Cash payments shall be made by
four negotiable bank drafts into the name of each member of the Optionor in the
following percentage of the total amount of the payment being made:


 


	
  Name

  	
   

  	
  Percentage of Each Payment.

  	
   

  
	
  Klaus
  Genssler

  	
   

  	
  22.625

  	
  %

  
	
  Genssler
  Investment Partnership, LLP

  	
   

  	
  22.625

  	
  %

  
	
  Douglas D.
  Foote

  	
   

  	
  9.5

  	
  %

  
	
  Synergex
  Group Limited Partnership

  	
   

  	
  45.25

  	
  %

  
	
   

  	
   

  	
  100.00

  	
  %

  



 


Each payment under this
Agreement shall be deemed made if a cheque drawn on a U.S. bank or a U.S. funds
bank draft issued by a Canadian Chartered Bank in the amount payable in favour
of the payee is dispatched to the Optionor by recognized international courier
service on or before the date the payment is to be made and such cheque or bank
draft is honoured in due course when presented to the bank upon which it is
drawn.


 


(d)                               The Optionor acknowledges that
the foregoing 150,000 shares to be issued under subsection 2(a) above will
be issued under an exemption from the Prospectus filing requirements contained
in section 74(2)(18) of the Securities Act of British Columbia and as such will
be the subject of a statutory holding period expiring four months from the date
of issue of the 150,000 common shares and that in accordance with the
Securities Rules imposed under the Securities
Act of British Columbia, the certificates representing the foregoing
shares will contain a legend denoting the foregoing statutory holding period.


 


3














 


(e)                                If the foregoing
150,000 shares are not issued and delivered to the Optionor by the Optionee in
accordance with paragraph 2(a) on or before the 15th day of April 2004,
the Optionee will cause an existing shareholder or shareholders of Grandcru
Resources Corporation (the “Existing Shareholders”) to deliver or cause to be
delivered to the Optionor 150,000 shares of Grandcru Resources Corporation that
are freely tradeable except for a privately imposed legend which will restrict
the transfer of such shares until July 1, 2004.  In such event the Optionor will assign to the
Existing Shareholders the rights to the 150,000 shares of Grandcru Resources
Corporation that would otherwise be deliverable to the Optionor pursuant to
paragraph 2(a) above and will provide such directions and execute such
documentation as is necessary in order to have such 150,000 shares issued or
transferred to the Existing Shareholders. If the Optionee fails to comply with
the provisions of this paragraph, this Agreement shall terminate forthwith.


 


TAX
ARREARS


 


3.                                     The Optionee
acknowledges that it is aware that government taxes are past due with respect
to the Claims in an amount not exceeding US $15,000. The Optionee agrees to pay
the tax arrears to a maximum of US $15,000 in order to bring the government tax
payments up to date.


 


TRANSFER
OF CLAIMS


 


4.                                     As soon as is
reasonably possible after execution of this Agreement, the Optionor shall cause
the execution and delivery to the Optionee of registerable transfers of the
Claims in favour of the Optionee, in form provided to the Optionor by the
Optionee and reasonably satisfactory to the Optionor as to form and substance,
subject to the terms of this Agreement.  The
Optionee shall be entitled to cause the foregoing transfer forms to be registered
in the appropriate mining registry in order to transfer the Claims to the
Optionee’s name.


 


4.1                               If the Optionee records
a transfer of the Claims to itself prior to exercise of the Option, the
Optionee shall re-transfer the Claims to the Optionor or its nominee upon
termination of this Agreement under Section 11 hereof.


 


4.2                               The Optionee shall be
responsible for all reasonable costs associated with a transfer of the Claims to
itself or to the Optionor, as the case may require.


 


4.3                               If the Optionor fails to
deliver registerable transfers of the Claims to the Optionee by March 31,
2004. then unless such failure is the result of a failure of the Optionee to
provide suitable transfer documents to the Optionor, each date for making all
cash payments as set out in subsection 2(b) hereof shall be extended by
that number of days which is equal to the number of days between April 1,
2004 and the date of delivery to the Optionee of the last of the recordable
transfers required to transfer to the Optionee all 11 lots included in the
Claims.


 


4

















 


4.4                               If the payment dates in
subsection 2(b) are extended as provided for in subsection 4.4, the
Optionee shall not lose any rights hereunder, nor shall any of those rights be
suspended or delayed.


 


EXERCISE
OF OPTION


 


5.                                     Upon delivering
the shares, completing the expenditures, making the cash payments and paying the
tax arrears as set out in subsections 2, 3 and 4 above, the Optionee shall have
exercised the Option and shall have acquired an undivided beneficial 100%
ownership of the Claims, subject to a 21% net smelter return royalty reserved
onto the Optionor. Net smelter returns shall be calculated and paid in
accordance with Schedule “B” to this Agreement.


 


REPRESENTATIONS
WARRANTIES AND CONVENANTS


 


6.                                     The Optionor
hereby represents, warrants and covenants to and for the benefit of the
Optionee, which representations, warranties and covenants shall survive the closing
of the transaction contemplated by this Agreement, that:


 


(a)           the
Optionor or one or more of them have the right. to become the beneficial owners
of a 100% undivided interest in the Claims free and clear of all liens, charges
and claims of others, except for the NSR and except for the exceptions
described in the letter of Lic. Victor Garcia Jimenez to Mr. John S. Brock
dated April 18, 1996, attached hereto as Attachment l;


 


(b)          except
as set out in section 3 above, the Claims are in good standing under the laws
of the Jurisdiction in which the Claims are located and the Claims have been
duly and properly staked or otherwise acquired in accordance with such laws;


 


(c)           to
their knowledge, there is no adverse claim or challenge against or to the
ownership of or title to the Claims, nor to their knowledge is there any basis
therefore and there are no outstanding agreements or options to acquire or
purchase the Claims, or any portion thereof, and to their knowledge, no person
has any royalty or other interest whatsoever in production from the Claims,
other than as described in the letter of Lic. Victor Garcia Jimenez to Mr. John
S. Brock dated April l & 1996, attached hereto as Attachment 1,


 


(d)          they
will execute or cause the execution of all such further documents reasonably as
maybe requested by the Optionee in order, upon exercise of the Option, to
evidence a transfer of the Claims and to record such transfer in such
governmental offices or other places as the Optionee reasonably may request all
in order that the Optionee become the registered owner of the Claims and be permitted
to duly notify third parties of its ownership thereof, subject only to the NSR
reserved and the exceptions described in the letter of Lic. Victor Garcia
Jimenez to Mr. John S. Brock dated April 18, 1996, attached hereto as
Attachment 1.


 


5

















 


6.1                               The Optionee represents
and warrants to and for the benefit of the Optionor, which representations and
warranties shall survive the closing of the transaction contemplated in this
Agreement, that:.


 


(a)                                it is a company duly
incorporated, validly existing and in good standing with respect to applicable
law;


 


(b)                               it has full power and
authority to carry on its business and to enter into this Agreement and any
agreement or instrument referred to in or contemplated by this Agreement and to
carry out and perform all of its obligations and duties hereunder:


 


(c)                                is legally qualified to
execute agreements and to be owner of the rights derived from the mining
concessions existing over the Claims; and


 


(d)                               it is 100% owned by
Grandcru Resources Corporation and has duly obtained all authorizations for the
execution, delivery and performance of this Agreement, and such execution,
delivery and performance and the consummation of the transactions herein
contemplated will not conflict with, or accelerate the performance required by
or result in any breach of any covenants or agreements contained in or
constitute a default under, or result in the creation of any encumbrance, lien
or charge under the provisions of its constating or initiating documents or any
indenture, agreement or other instrument whatsoever to which it is a party or
by which it is bound or to which it may be subject and will not contravene any
applicable laws.


 


RIGHT OF
ENTRY


 


7.                                     Until the Option
is exercised or terminated in accordance with the terms of this Agreement, the Optionee,
its servants and agents shall have the sole and exclusive right to:


 


(a)                                enter in, under or upon
the Claims and have the exclusive right to conduct exploration and mining activities
on or in respect of the Claims;


 


(b)                               exclusive and quiet
possession of the Claims;


 


(c)                                bring upon the Claims
and erect thereon such mining facilities as they may consider advisable;


 


(d)                               remove from the Claims
ore or mineral products for the purpose of bulk sampling, pilot plant or test
operations, the benefit of which shall accrue to the Optionee subject to
payment of the NSR; and


 


(e)                                do everything necessary
or desirable to carry out an exploration program on the Claims and to determine
the manner of exploration and development of the Claims and, without limiting
the generality of the foregoing, the right, power and authority to:


 


6

















 


i)                                       regulate access
to the Claims, subject only to the right of the Optionor and their
representatives to have access to the Claims at all reasonable times for the
purpose of inspecting work being done thereon but at their own risk and
expense.


 


ii)                                    employ and engage
such employees, agents and independent contractors as they may consider
necessary or advisable to carry out its duties and obligations hereunder; and


 


iii)                                 conduct such title
examinations and cure such title defects as may be advisable in the reasonable
judgment of the Optionee.


 


DUTIES
AND OBLIGATIONS


 


8.                                     The Optionee shall
have the duties and obligations to:


 


(a)           keep
the Claims free and clear of all liens and encumbrances arising from its
operations hereunder (except liens contested in good faith by the Optionee) and
in good standing by the doing and filing, or payment in lieu thereof, of all
necessary assessment work and payment of all taxes required to be paid and by
the doing of all other acts and things and the making all other payments
required to be made which may be necessary in that regard, and on a timely
basis as required by law to maintain ownership, do all such acts and things
necessary to convert the exploration Claims to exploitation claims:


 


(b)          conduct
all exploration on the Claims in accordance with Canadian mining industry
generally accepted exploration practices and all applicable laws, rules and
regulations, including without limitation the Mexican Mining Code (Ley Minera),
and in such manner as will not result in any environmental degradation of the
Claims or any of them or in any impediment to the future development and
exploitation of the mineral resources in, on or under the Claims or any of
them;


 


(c)           permit
the Optionor and their representatives, duly authorized by them, in writing, at
their own risk and expense, access to the Claims at all reasonable times and to
all records prepared by the Optionee in connection with exploration of the
Claims, mining activity on the Claims and calculation of the NSR. The Optionee
shall prepare and deliver to the Optionor at reasonable intervals, but in any
event not less frequently then once each calendar year, a written report
(including copies of any technical reports) on all exploration and mining activities
conducted on the Claims by the Optionee;


 


(d)          arrange
for and maintain Worker’s Compensation or equivalent coverage for all eligible
employees engaged by Optionee in accordance with local statutorv requirements,
and general liability insurance coverage with per claim and aggregate amount
equivalent to at least US$ 1,000,000:


 


(e)           maintain
true and correct books, accounts and records of operations hereunder; and


 


7

















 


(f)                                  refrain from
conduction or allowing to be conducted on the Claims any activity constituting
exploitation prior to payment in full of all amounts payable under paragraph 2 (b) of
this Agreement, whether or not the same may be due at the time of determination
of whether such exploitation activity is permitted under this paragraph.


 


NET
SMELTER RETURY BUY-DOWN


 


9.                                     The Optionee is
hereby granted by the Optionor the right to buy up to a 100% interest in the 2%
net smelter return (“NSR”) royalty reserved unto the Optionor, by making a one
time payment to the Optionor at any time. The amount of the payment required to
purchase thee entire NSR shall be US $1,000,000.  If a lesser percentage of the NSR is to be
purchased, the US $1,000,000 payment shall be pro rated accordingly.  For example, if one half of the NSR is
intended to be purchased, the required purchase price shall be one half of US
$1,000,000.


 


9.1                               On exercise of the
buy-down granted by subsection 9.1, the parties shall execute all such documentation
reasonably as may be required to complete the same.


 


INFORMATION


 


10.                               Optionee acknowledges
that all data, reports, drill core, maps and similar information concerning the
Claims available to the Optionor is in the possession of Wayne Roberts,
Vancouver, BC, Canada. To the extent such information has not been made
available to the Optionee, the Optionor upon request by the Optionee will use
its reasonable best efforts to have such information made available to the
Optionee by Mr. Roberts. In the event that the Optionee fails to exercise
the Option, all such data, reports, drill core, maps and other information
provided to the Optionee shall be returned to the Optionor.


 


TERMINATION


 


11.                               In the event of default
in the performance of the requirements of Section 2, then subject to the provisions
of Section 12 hereof, the Option and this Agreement shall terminate.


 


11.2                         The Optionee shall have the right
to terminate this Agreement by giving 30 days` written notice of such
termination to the Optionor and upon the effective date of such termination
this Agreement shall be of no further force and effect except the Optionee
shall be required to satisfy any obligations which have accrued under the
provisions of this Agreement which may not have then satisfied.


 


11.3                         Notwithstanding, any other
provisions of this Agreement, in the event of termination of this Agreement,
the Optionee shall:


 


(a)                                deliver to the Optionor
any and all reports, samples, drill cores, maps, and engineering, geological,
metallurgical and other data of any kind whatsoever pertaining to the Claims
which have not been previously delivered to the Optionee;


 


8

















 


(b)                                perform or secure the
performance of all reclamation and environmental rehabilitation as may be
required by all applicable legislation.


 


(c)                                 upon notice from the
Optionor, remove all materials, supplies and equipment from the Claims,
provided however, that the Optionee may retain ore and at the cost of the
Optionee, dispose of any such materials, supplies or equipment not removed from
the Claims within one-hundred and eighty (180) days of receipt of such notice
by the Optionor.


 


(d)                                ensure that all work,
which has been conducted on the Claims and that qualifies for assessment has
been filed for assessment and that the claims are in good standing for a
minimum of one year following termination, and


 


(e)                                 transfer to Optionor’s
designee good and marketable title to each of the Claims and the rights
thereunder, free from all encumbrance, lien or limitation of ownership except
those described in Attachment 1 to this Agreement, and with the warranty that
as of the date of such transfer, all of the obligations stated in paragraphs
8.1(a), 8.1(b) and 11.3(d) of this Agreement have been fulfilled, and
to do all such other and further acts as reasonably may be requested by the
Optionor to render the title to such concessions and the rights thereunder free
and clear of any and all defects, liens, encumbrances and claims of right, title
or interest arising by, through or under the Optionee.


 


11.4        The
Optionor hereby irrevocably appoints Douglas D. Foote their agent and
representative for receipt of notices and information under this Agreement.


 


11.5        (a) Concurrently
with the execution of this Agreement, the Optionee shall cause to be duly
executed before a notary public in Mexico a special power of attorney from the
Optionee as grantor to a person or persons to be designated by the Optionor as
attorney(s)-in-fact empowering the attorney(s)-in-fact to transfer the Claims
to a person or entity designated by the Optionor, together with a related
letter (which special power of attorney and letter are hereinafter called the “Escrow
Documents” and the forms of which are attached to this Agreement as Attachment
2). The Optionee shall cause the executed Escrow Documents to be deposited with
Gordon J. Fretwell Law Corporation (hereinafter called the “Escrow Holder”) as
soon as possible after execution of this Agreement. The Optionee shall pay all
fees of the Escrow Holder in connection with this matter.


 


(b)                               Subject to the proviso
of this subparagraph, the Optionor and the Optionee hereby instruct the Escrow
Holder as follows:


 


i)                                       to deliver the
Escrow Documents to the maker of the affidavit referred to below upon receipt by
the Escrow Holder of an affidavit sworn by Klaus Genssler or Douglas D. Foote
to the effect that this Agreement has terminated in accordance with its terms
and specifying the provision under which such termination occurred; or


 


9

















 


ii)                                    to deliver the
Escrow Documents to the Optionee upon receipt by the Escrow Holder of an
affidavit sworn by a senior officer of the Optionee stating that all the
payments required under this Agreement, except NSR payments, have been paid in
full and the shares referred to in paragraph 2(a) have been delivered;


 


PROVIDED the
Escrow Holder, upon receipt of an affidavit as provided above, shall give
notice of such receipt accompanied by a copy of the affidavit received, (i) to
the Optionee if the affidavit is received from Genssler or Foote or (ii) to
Foote with a copy to Genssler if the affidavit is received from the Optionee.
The recipient of the notice shall have 21 days after receipt of such notice in
which to notify the Escrow Holder of its objection to the accuracy of the
statements in the affidavit. If by the expiry of such 21 day period no notice
of objection has been received, the Escrow Holder shall promptly deliver the
Escrow Documents as required. If prior to the expiry of such 21 day period the
Escrow Holder has received notice of objection, the Escrow Holder shall not
deliver the Escrow Documents except pursuant to receipt of written instructions
to do so signed by the Optionee and by Foote or Genssler or pursuant to a final
arbitral award entered in an arbitration as provided below.


 


(c)           All
notices under this clause 11.5 shall be given in writing and sent by facsimile
with confirmed transmission receipt from the sending machine or by recognized
international courier service such as Federal Express transmitted or addressed,
as the case may be, to the facsimile number of the addressee given in this
paragraph 11.5 or to the address of the addressee given in the heading of this
agreement (for Genssler, Foote and the Optionee) or in this paragraph (for the
Escrow Holder) or to such other facsimile number or address as may be notified
to the Escrow Holder by an addressee or by the Escrow Holder to the Optionee,
Genssler and Foote in like manner from time to time. Notices shall be effective
upon receipt at the address or facsimile number provided. The facsimile number
of Genssler is 713-783-3737 and of Foote is 303-926-9091 and of Escrow Holder
is 604–689-1288.


 


(d)          Any
dispute regarding the accuracy of statements in an affidavit received by the
Escrow Holder shall be resolved by arbitration as provided in Section 16.


 


(e)           The
duties of the Escrow Holder will be limited to the holding of the Escrow
Documents, the giving of notice as provided, and the delivery of the Escrow
Documents in accordance with the terms of this clause 11.5.  In the event of any objection to the accuracy
of the statements in an affidavit being received as provided above, the Escrow
Holder will hold the Escrow Documents until receipt of written instructions to
deliver it signed by the Optionee and by Foote or Genssler as provided above,
or until such dispute has been resolved pursuant to arbitration. The Escrow
Holder shall be entitled to rely on any document or signature presented to it
as being genuine, absent knowledge to the contrary, and shall not be required
to authenticate any document or any signature thereon. The Escrow Holder shall
not be obliged to take any legal action hereunder which 


 


10

















 


might, in its judgment, involve any expense or liability unless it has
been furnished with reasonable indemnity.


 


(f)                                  The Optionor and the
Optionee covenant and agree to indemnify the Escrow Holder and to hold it harmless
against loss, liability or expense incurred without negligence or bad faith on
its part arising out of or in connection with the administration of its duties
hereunder, including the costs and expenses of defending itself against any
claim or liability arising therefrom.


 


(g)                               The terms of this clause
11.5 are irrevocable by the Optionee and the Optionor unless such revocation is
consented to in writing by all of them and Escrow Holder.


 


DEFAULT


 


12.                               If a party (the “Defaulting
Party”) is in default of any requirement herein set forth (including the
requirement of the Optionee to make payments to the Optionor under section 2
hereof in order to maintain the Option in good standing), the party affected by
such default (the “Non-Defaulting Party”) may give written notice to the other
party within thirty (30) days of becoming aware of such default, specifying the
default, and the Defaulting Party shall not lose any rights, remedies or cause
of action pursuant to this Agreement, or otherwise hereunder as a result of’ such
default, if within thirty (30) days after the giving of notice of default by
the Non-Defaulting Party, the Defaulting Party has, in the case of cash payments
required under section 2, made the required payment, and in the case of any
other default, either cured the default, if the same is reasonably capable of
being cured within the 30 day period, or if not, has taken such actions which
under the circumstances, are reasonably necessary to cause the default to be
cured or remedied to the extent permitted by applicable law.


 


OPTION
ONLY


 


13.                               This Agreement provides
for an option only and except for the payment of tax arrears, as more
specifically provided for in Section 3 hereof, compliance with Section 8.1,
and the completion of the matters referred to in Section 11.3, nothing
herein contained shall be construed as obligating Optionee to do any acts or
make any payments, property related expenditures or issue any shares hereunder
and any act or acts or payment or payments as shall be made hereunder shall not
be construed as obligating Optionee to do any further act or make any further
payment.


 


NOTICE


 


14.                               Each notice, demand or
other communication required or permitted to be given under this Agreement
shall be in writing and shall be delivered to a party hereto (“Party”), at the address
for such Party specified above. Except as provided in Section 14.2 below,
notices to the Optionor shall be given to Douglas D. Foote, who is hereby authorized
to accept and receive notices on behalf of the Optionor, with a copy to Klaus
Genssler.  Notices from the Optionor
shall be valid only if signed by Douglas D. Foote or Klaus Genssler. The date
of receipt of such notice, demand or other communication shall be the date of 


 


11

















 


delivery. Each notice, demand or other communication required or
permitted to be given under this Agreement may be delivered by facsimile and
shall be deemed to be received at the time transmission of the fascmile has
confirmed by the sender.  Facsimile
numbers for the Parties are:


 


	
   

  	
  Optionor:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Douglas D.
  Foote

  	
   

  
	
   

  	
  357 So.
  McCaslin Blvd., Suite 100

  	
   

  
	
   

  	
  Denver, CO
  80027-2932

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FACSIMILE:
  303-926-9091

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Klaus
  Genssler

  	
   

  
	
   

  	
  26 Farnham
  Park Drive

  	
   

  
	
   

  	
  Houston, TX
  77024

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FACSIMILE:
  713-783-3737

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Optionee:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Suite 1780
  - 400 Burrard Street

  	
   

  
	
   

  	
  Vancouver,
  B.C., V6C 3A6

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FACSIMILE:
  (604) 669-1464

  	
   

  
				



 


14.2                         The Parties may at any time
and from time to time notify the other Party in writing of a new address to
which notice shall be given to it thereafter until further change.


 


ASSIGNMENT


 


15.                               The Optionee may not
assign all or part of its interests in this Agreement and in the Claims without
the prior written consent of the Optionor, which shall not he withheld unreasonably.
In the event Optionor consents to an assignment, the Optionee shall give notice
to the Optionor of the terms of the assignment and cause the assignee to commit
to be bound by the terms of this Agreement as if it were an original signatory
hereto.


 


15.2                         Any subsequent assignments by
the Optionee or any future assignee shall be made only in accordance with subsection
15.1.


 


RESOLUTION
OF DISPUTES


 


16.                               Any dispute, controversy
or claim arising out of or relating to this agreement shall be settled by arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association in effect on the date of this Agreement. The number of 


 


12

















 


arbitrators shall be one. The place of arbitration shall be Denver,
Colorado, U.S.A. unless otherwise agreed between the parties. The language to
be used in the arbitral proceedings shall be English. The laws pertaining to
the arbitration shall be those of the state of Colorado. The arbitration
tribunal shall decide as amiable compositeur
or ex aequo et bono. The arbitrator shall he appointed by alternate
strikes from a list of three or five names prepared by the American Arbitration
Association, with the party seeking arbitration having the first strike. Each
person on the list shall have significant background and experience in dealing
with matters involving mining, smelting and refining of precious metals, mining
agreements and royalty payments. Any award issued by the arbitrator shall be
final and binding on the parties and may be submitted to any court for entry of
a judgment in enforcement thereof.


 


GENERAL


 


17.                               This Agreement shall
supersede and replace any other agreement or arrangement whether oral or written,
heretofore existing between the Parties in respect of the subject matter of
this Agreement.


 


18.                               Each of the Parties
covenants and agrees, from time to time and at all times, to do all such
further acts and execute and deliver all such further deeds and documents as
shall be reasonably required in order to fully perform and carry out the terms
and intent of this Agreement.


 


19.                               Time shall be of the
essence in the performance of this Agreement.


 


20.                               If any one or more of’ the
provisions contained herein should be invalid, illegal or unenforceable in any
respect in any jurisdiction, the validity, legality and enforceability of such
provisions shall not in any way be affected or impaired thereby in any other jurisdiction
and the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.


 


21.                               This Agreement and all
provisions hereof shall be governed by and construed in accordance with the laws
of British Columbia,


 


22.                               No consent or waiver
expressed or implied by any Party in respect of any breach or default by any
other Party shall be deemed or construed to be a consent to or a waiver of any
other breach or default whatsoever.


 


23.                               This Agreement shall
enure to the benefit of and be binding upon the Parties hereto and their
respective heirs, successors and permitted assigns.


 


24.                               This Agreement may be
executed in counterparts and if so, the collective counterpart signatures shall
be evidence of the signature of this Agreement by all Parties.


 


25.                               Signature of this
Agreement may be made by facsimile and if so, the facsimile signature shall be
deemed to be an original signature of that Party.


 


13














 


26.           The
terms of this Agreement shall not be binding, or enforceable against Optionee
unless and until it has obtained written acceptance to the terms of this
Agreement from the TSX Venture Exchange. Optionee shall use its best efforts to
obtain such approval as promptly as possible.


 


IN WITNESS
WHEREOF this Agreement was executed by the Parties hereto as of the day and
year first above written.


 


	
  Signed,
  Sealed and Delivered by

  	
   

  	
   

  
	
  KLAUS GENSSLER in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  KLAUS GENSSLER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GENSSLER INVESTMENT PARTNERSHIP LLP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed,
  Sealed and Delivered by

  	
   

  	
   

  
	
  DOUGLAS D. FOOTE in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  DOUGLAS D. FOOTE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Occupation

  	
   

  	
   

  
				



 


14

















 


	
  SYNERGEX

  	
   

  	
   

  
	
  GROUP LIMITED PARTNERSHIP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Common
  Seal of MINERA GRC, S.A.

  	
   

  	
   

  
	
  De C.V. was
  hereunto affixed in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  



 


[Appended schedules omitted]


 


15

















 


Schedule
“B”


 


GOLDCORP/LUISMIN AGREEMENT


 


[see attached]


 


B-1

















 


WHEATON RIVER MINERALS LTD.


1560 - 200 Burrard Street


Vancouver, British Columbia


CANADA V6C 3L6


 


LUISMIN, S.A. de C.V.


Pino Suarez 308 OTE, Col. Centro


C.P. 34000, Durango, Dgo. Mexico


 


MINAS DE SAN LUIS, S.A. de C.V.


Pino Suarez 308 OTE, Col. Centro


C.P. 34000, Durango, Dgo. Mexico


 


October 29,
2004


 


Grandcru
Resources Corporation


Suite 1910
- 400 Burrard Street


Vancouver,
B.C.


CANADA V6C 2W2


 


Attention:                                         Mr. Brian
Leeners


President and Chief Executive Officer


 


Dear Sirs:


 


Re:
“Guadalupe de Los Reyes” Property, Durango and Sinaloa States, Mexico


 


We write
further to our recent discussions to set forth and confirm our respective
understandings of the terms and conditions upon which Grandcru Resources
Corporation (or a to-be-incorporated/acquired Mexican subsidiary of Grandcru) (“Grandcru”)
can purchase all of the interest of Minas de San Luis, S.A. de C. V. (“Sanluis”),
a wholly owned subsidiary of Luismin, S.A. de C. V. (“Luismin”), which is
itself a wholly owned subsidiary of Wheaton River Minerals Ltd. (“Wheaton”), in
and to those certain exploration concessions situated in the Municipalities of
Tamazula, Durango and Cosala Sinaloa, Durango and Sinaloa States, Mexico
referred to as the “Guadalupe De Los Reyes” property, subject to the rights of
Sanluis to reacquire an interest in the Property and thereafter enter into an
association in the nature of a joint venture with Grandcru as provided herein.
All monies referred to herein are United States funds unless otherwise
indicated.


 


1.                                      Definitions


 


For the
purposes of this agreement, the terms “Acquisition Cost”, “Camp”, “Expenditures”,
and “Property” will have the following meanings:


 

















 


a.                                       “Acquisition
Cost” will mean all amounts paid in cash, and the value of all common shares
issued, by Grandcru to acquire any interest in the Camp, where the value of any
common shares issued (except those issued to Wheaton on closing pursuant to
subparagraph 5(a)) will be determined using the closing price of the common
shares on the TSX Venture Exchange (“TSXV”) on the date that they were issued,
but excluding the value of both:


 


i.              any
common shares of Grandcru acquired by the Wheaton Group upon the exercise of
the warrants in the units issued by Grandcru to Wheaton pursuant to
subparagraph 5(b), and


 


ii.             any
common shares of Grandcru issued to the Wheaton Group under the provisions of
paragraph 7;


 


b.                                      “Camp” means,
collectively:


 


i.              the
Property,


 


ii.             the
concessions more particularly set forth and described in Schedule “B” and all
rights and appurtenances attached or accruing thereto,


 


iii.            any
substitute or successor mineral tenure granted, issued or obtained in respect
of the tenures referred to in clause (b)(ii), and


 


iv.            all
information and data with respect to the mineral tenures in clauses (b)(ii) or
(iii);


 


c.                                       “Expenditure(s)”
means all costs, expenses, obligations and liabilities of whatever kind or
nature made, spent or incurred, directly or indirectly, by Grandcru or any
member of the Wheaton Group (as hereinafter defined) after the date of this
agreement relating directly or indirectly to the Camp, including, without
limitation, the following costs, expenses, obligations and liabilities made,
spent or incurred for or in connection with:


 


i.              geophysical,
geochemical, land, airborne, environmental and/or geological examinations, assessments,
assays, audits and/or surveys,


 


ii.             preparation
of a Bankable Feasibility Study,


 


iii.            line
cutting, mapping, trenching and staking,


 


iv.            searching
for, digging, trucking, sampling, working, developing, mining and/or extracting
ores, minerals and metals,


 


v.             diamond
and other drilling,


 


vi.            obtaining,
providing, erecting, installing, operating and maintaining exploration,
development and mining facilities, including camps, mining 


 


2

















 


	
   

  	
  hoists, shafts
  and other underground accesses, milling or other treatment or processing
  plants, ancillary facilities, buildings, machinery, tools, appliances and
  equipment,

  
	
   

  	
   

  
	
  vii.

  	
  construction
  of access roads and other facilities on or for the benefit of the Camp or any
  part thereof,

  
	
   

  	
   

  
	
  viii.

  	
  transporting
  personnel, supplies, mining, milling or other treatment plant, buildings,
  machinery, tools, appliances or equipment in, to or from the Camp or any part
  thereof,

  
	
   

  	
   

  
	
  ix.

  	
  the
  reasonable wages and salaries of personnel directly engaged in performing
  work on or with respect to the Camp and any assessments or contributions
  under applicable employment legislation and other applicable legislation or
  ordinances relating to such personnel, and supplying food, lodging and the
  other reasonable needs for such personnel,

  
	
   

  	
   

  
	
  x.

  	
  obtaining
  and maintaining any insurance,

  
	
   

  	
   

  
	
  xi.

  	
  the
  management of and accounting for work and providing supervisory, legal,
  accounting, consulting and other contract or professional services that can
  be allocated to and directly relating to work performed hereunder on the
  Camp,

  
	
   

  	
   

  
	
  xii.

  	
  any taxes,
  fees, charges, payments or rentals (including payments made in lieu of
  assessment work) or otherwise incurred to keep the Camp or any part thereof
  in good standing under applicable laws,

  
	
   

  	
   

  
	
  xiii.

  	
  any
  transfer(s) of the Camp or any part thereof or interest therein pursuant
  to this agreement,

  
	
   

  	
   

  
	
  xiv.

  	
  acquiring
  access and surface rights to the property and/or the Camp,

  
	
   

  	
   

  
	
  xv.

  	
  carrying out
  any negotiations and preparing, settling and executing any agreements or
  other documents relating to environmental or indigenous peoples’ claims,
  requirements or matters,

  
	
   

  	
   

  
	
  xvi.

  	
  carrying out
  any requirements or prerequisites in order to obtain and obtaining all
  necessary or appropriate approvals, permits, consents or permissions relating
  to the carrying out of work, including, without limitation, environmental
  permits, approvals or consents; in carrying out reclamation or remediation,

  
	
   

  	
   

  
	
  xvii.

  	
  improving,
  protecting, or perfecting title to the Camp or any part thereof,

  
	
   

  	
   

  
	
  xviii.

  	
  carrying out
  mineral, soil, water, air or other testing,

  
	
   

  	
   

  



3

















 


xix.                              preparing
engineering, geological, financing, marketing or environmental studies and/or
reports and test work related thereto, and


 


xx.                                  in
addition to the foregoing, a separate charge equal to the applicable percentage
specified in clause 13(b)(iii) of all Expenditures (other than pursuant to
this clause (c)(xx) in lieu of any overhead, general head office management or
other unallocable costs; and


 


d.                                      “Property” means:


 


i.                                         the
exploration and exploitation concessions more particularly set forth and
described in Schedule “A” and all rights and appurtenances attached or accruing
thereto (the “Sanluis Concessions”),


 


ii.                                      any
substitute or successor mineral tenure granted, issued or obtained in respect
of the tenures referred to in clause (d)(i),


 


iii.                                  all
information and data with respect to the Sanluis Concessions in the possession
or control of Wheaton, Luismin or Sanluis (collectively, the “Wheaton Group”)
as at the date hereof (the “Existing Data”), and


 


iv.                                  all
interests in minerals or mineral tenures, or any rights or options to acquire
any such interest(s), which become subject to this agreement and part of the
Property pursuant to paragraph 15.


 


We confirm our
understandings as follows:


 


2.                                      Title
to Property


 


Sanluis
presently holds a one hundred (100%) percent right, title and interest in and
to the Sanluis Concessions, subject only to a three (3%) percent net smelter
return royalty (the “Underlying Royalty”) payable to Corporación Turistica
Sanluis, S.A. de C.V. (the “Royalty Holder”) pursuant to an agreement dated June 19,
2002 among the Royalty Holder, Sanluis and Luismin. There is no buyout in
respect of this royalty. The Wheaton Group confirms that such royalty does not
extend to, and will not apply in respect of, any portion of the Property other
than the Sanluis Concessions (and any subsequent tenures in respect thereof).


 


3.                                      Representations
and Warranties of Wheaton, Luismin and Sanluis


 


Wheaton,
Luismin and Sanluis further represent and warrant to Grandcru that:


 


a.                                       each
of the mineral exploration concessions comprised in the Sanluis Concessions and
set forth in Schedule “A” is, to the best of its knowledge, information and
belief, validly issued, is registered in the name of Sanluis in the Registro
Publico de Mineria in the Libro de Concesiones Mineras, is presently in good
standing, subject to compliance with applicable laws of Mexico in connection
therewith, and no person other than the Mexican government, the Royalty Holder
and Sanluis have any interest in such portion of the Property or production
therefrom;


 


4

















 


b.                                      to the best of their
knowledge, all operations on the Sanluis Concessions have been in compliance
with all applicable mining, labour, environmental and taxation laws;


 


c.                                       all taxes, land
fees and assessments required in respect of each of the Sanluis Concessions
have been fully paid up to the date hereof; and


 


d.                                      they have the
full right and authority to enter into this agreement and to transfer to
Grandcru a one hundred (100%) percent right, title and working interest in and
to the Sanluis Concessions in accordance with the provisions of this agreement.


 


4.                                      Purchase
and Sale


 


The Wheaton
Group hereby agrees to sell, and Grandcru hereby agrees to buy, on the date
which is ten (10) business days after all of the conditions in paragraph 6
have been satisfied or waived (the “Closing Date”), all of the right, title and
interest of Sanluis in and to the Sanluis Concessions and the Existing Data for
the purchase price (the “Purchase Price”) of CAD THREE HUNDRED AND THIRTY
THOUSAND (CAD 330,000) DOLLARS.


 


5.                                      Payment
of Purchase Price


 


The Purchase
Price will be satisfied by the issuance to Wheaton on the Closing Date of ONE
MILLION (1,000,000) units (the “Units”) of Grandcru. Each Unit will be
comprised of:


 


a.                                       ONE (1) fully
paid and non-assessable common share without par value in the capital stock of
Grandcru; and


 


b.                                      ONE (1) common
share purchase warrant of Grandcru, with each such warrant being exercisable to
purchase an additional common share without par value in the capital stock of
Grandcru at a price of CAD SEVENTY-FIVE (CAD 0.75) CENTS for a period of two (2) years
after the Closing Date.


 


All of the
securities comprised in the Units will not be subject to any restrictions on
transfer or statutory hold periods greater than four (4) months from the
date of issue.


 


6.                                      Conditions
Precedent to Closing


 


The
obligations of Grandcru and the Wheaton Group to complete the purchase and sale
provided in paragraph 4 will be subject to the satisfaction or waiver, on or
before the date which is forty-five (45) days after the execution hereof by the
Wheaton Group of the following conditions:


 


a.                                       the acceptance
for filing by the TSXV of this agreement and the transactions contemplated
hereby on behalf of Grandcru (the date of such acceptance being referred to
herein as the “Acceptance Date”); and


 


b.                                      the completion by
Grandcru of a legal and technical due diligence review of the Sanluis
Concessions (which may include a visit to such concessions), and results 


 


5

















 


therefrom satisfactory to Grandcru, acting reasonably, within a period
of thirty (30) days after the date hereof, provided that if Grandcru has not
given notice to Wheaton that the results of such investigation have not been
satisfactory and that it is terminating this agreement as a result thereof
within such thirty (30) day period, this condition (b) will be deemed to
have been irrevocably satisfied.


 


7.                                      Right of Wheaton to Receive Additional Grandcru Shares


 


If:


 


a.                                       the Bankable
Feasibility Study (as defined in paragraph 12), or any subsequent feasibility
studies or other reserve report(s) prepared in accordance with National
Instrument 43-101 of the Canadian Securities Administrators (or any successor
policy) with respect to the Sanluis Concessions identifies aggregate reserves
(including any then mined out and whether proven or probable or any combination
thereof) in excess of FOUR HUNDRED AND NINETY-NINE THOUSAND (499,000) OUNCES of
Gold on the Sanluis Concessions; or


 


b.                                      in excess of FOUR
HUNDRED AND NINETY-NINE THOUSAND (499,000) OUNCES of Gold are extracted from
the Sanluis Concessions;


 


then Grandcru
will allot and issue to Wheaton, and deliver to Wheaton certificates
representing, an additional FIVE HUNDRED THOUSAND (500,000) fully paid and
non-assessable common shares without par value in the capital stock of Grandcru
on or before the day which is ten (10) business days after the occurrence
of the first to occur of the events specified in subparagraphs (a) and (b) above.
For the purposes hereof, the term “Gold” means gold plus the gold equivalent of
any silver present, and the gold equivalent ounces for the silver present (“Aueq”)
will be determined as follows:


 


Aueq (ounces) = Au(ounces) + Ag ounces x Ag recovery( %) x Ag price


Au price x Au recovery(%)


 


with the price
of gold (Au) being determined on the basis of the monthly average price of
gold, calculated by dividing the sum of all London Bullion Market Association P.M.
Gold Fix prices reported for the calendar month in question by the number of
days for which such prices were quoted, and for silver (Ag) on the basis of the
monthly average price of silver, calculated by dividing the sum of all New York
Commodity Exchange (“COMEX”) prices for silver quoted by and at the closing of
COMEX reported for the calendar month in question by the number of days for
which such prices were quoted.


 


8.                                      Sanluis
Back-In Option Upon Completion by Grandcru of USD 10,000,000 in Expenditures


 


Grandcru
hereby gives and grants to Sanluis the sole and exclusive irrevocable right and
option (the “Back-in Option”) to acquire from Grandcru an undivided sixty (60%)
percent right, title and working interest in and to the Camp (or, if Grandcru
has acquired its interest in the Camp through, or has transferred its interest(s) in
the Camp to, a Mexican company (“Mexco”), Mexco), such Back-in Option to be
exercisable only following Grandcru having incurred 


 


6

















 


aggregate
Expenditures (not including any Acquisition Costs) of USD TEN MILLION (USD
10,000,000) DOLLARS. Upon Grandcru completing USD 10,000,000 in Expenditures
(excluding any Acquisition Costs), Grandcru will forthwith deliver notice to
that effect (together with all supporting appendices, schedules and relevant
documentation) (such notice, together with all such documentation, being the “Trigger
Notice”) to Sanluis. Sanluis will then have a period of ninety (90) days after
receipt of the Trigger Notice (the “Back-in Period”) to give notice to Grandcru
that it intends to proceed to exercise the Back-in Option, such right to be
exercised by Sanluis:


 


a.                                       delivering,
within the Back-in Period, a notice to Grandcru that it intends to proceed to
exercise the Back-in Option (the “Back-in Exercise Notice”); and


 


b.                                      making a cash
payment (the “Back-in Payment”) to Grandcru, on or before the date which is ten
(10) business days after the delivery to Grandcru of the Back-in Exercise
Notice, equal to sixty (60%) percent of Grandcru’s total Acquisition Costs up
to the date of the delivery of the Trigger Notice to Sanluis by Grandcru.


 


If Sanluis
fails to deliver a Back-in Exercise Notice to Grandcru within the Back-in
Period, or at all, or, having delivered a Back-in Exercise Notice, fails to
make the Back-in Payment within the time limited, the Back-in Option will
terminate and Sanluis will thereupon have no further right, title or interest
in or to the Camp or Mexco, nor any further right to acquire any such interest,
and will have no liability whatsoever to Grandcru in respect thereof
whatsoever.


 


9.                                      Formation/Reorganization
of Mexican Company Upon Exercise of Sack-in Option


 


Upon the
exercise by Sanluis of the Back-in Option, Sanluis will have acquired from
Grandcru an undivided sixty (60%) percent working interest in the Camp or
Mexco, as applicable, and, unless otherwise jointly determined by Grandcru and
Sanluis or if Mexco exists, Grandcru and Sanluis (each, a “Participant”) will
incorporate a new Mexican company (“Newco”) to hold the Camp, and will each
vend their respective interests in the Camp to Newco for shares of Newco, with
the initial ownership thereof reflecting their then respective interests in the
Camp. If Mexco exists, Grandcru will transfer to Sanluis, or will cause Mexco
to issue to Sanluis, shares of Mexco equal to sixty (60%) percent of the then
outstanding Mexco Shares. Concurrently with the incorporation of Newco and
vend-in of their interest in the Camp, or upon the transfer or issuance to
Sanluis of the requisite interest in Mexco, Grandcru and Sanluis will enter in
to a shareholders’ agreement setting forth their respective rights and
obligations in respect of the management and operation of Newco or Mexco, as
applicable as provided in subparagraph 13(b).


 


10.                               Obligations
of Sanluis to Maintain Interest in Newco/Mexco Following Exercise of Back-in
Option


 


Notwithstanding
the exercise of the Back-in Option by Sanluis and the consequent acquisition of
an undivided sixty (60%) percent interest in Mexco or the Camp and Newco (if
applicable), in order to maintain such interest, Sanluis will be required to:


 


a.                                       incur an
aggregate of US TWENTY-FIVE MILLION (USD 25,000,000) DOLLARS in Expenditures
(excluding the Back-in Payment); and


 


7














 


b.             complete a
Bankable Feasibility Study,


 


on or before the day which is five (5) years
after the delivery of the Back-in Exercise Notice to Grandcru, provided that
Sanluis will be required to incur not less than US ONE MILLION (USD 1,000,000)
DOLLARS in Expenditures on or before the first anniversary of the delivery of
the Back-in Exercise Notice and an additional US ONE MILLION (USD 1,000,000)
DOLLARS in Expenditures on or before the second and each subsequent anniversary
of the delivery of the Back-in Exercise Notice until Sanluis has completed a
Bankable Feasibility (Expenditures in excess of those required in any
particular period will be carried forward and credited against the Expenditures
required to be incurred in subsequent periods). Should Sanluis complete the
Bankable Feasibility Study before incurring the USD 25,000,000 as required by
subparagraph (a) above, Sanluis will be required to incur the balance of
the USD 25,000,000 prior to Grandcru having to contribute to Expenditures.  If, for any reason, Sanluis fails to incur
the required USD 25,000,000 in Expenditures, to incur the required annual
cumulative Expenditures as provided above, or to complete a Bankable
Feasibility Study within the prescribed period, Sanluis will forfeit all
interest in and to the Camp and Newco or Mexco, as applicable, to Grandcru, and
will thereupon forthwith either surrender its shares in Newco or Mexco back to
Newco or Mexco, as applicable, or transfer them for USD ONE (USD 1.00) DOLLAR
to Grandcru (whichever is the most tax effective).


 


11.          Operator


 


Grandcru will be the
operator in the Camp until such time (if ever) as Sanluis exercises the Back-in
Option. Following the exercise of the Back-in Option, Sanluis will be the
operator so long as it holds an interest in the Property and/or the Camp and/or
Newco.


 


12.          Definition of Bankable Feasibility Study


 


For the purposes of this
agreement, the term “Bankable Feasibility Study” means a detailed report,
showing the feasibility of placing the Camp or any part or parts thereof into
commercial production, either prepared by an independent engineering consulting
firm experienced in the preparation of such studies or prepared by the Wheaton
Group and reviewed and approved by such an independent engineering consulting
firm, in either case in such form and detail and using such assumptions as to
metal prices as are customarily required, at the time of delivery of the
feasibility study, by institutional lenders of major stand alone non-recourse
financing for mining projects, and will include a reasonable assessment of the
mineable ore reserves and their amenability to metallurgical treatment, a
complete description of the work, equipment and supplies required to bring such
part or parts of the Camp into commercial production and the estimated cost
thereof, a description of the mining methods to be employed and a financial
appraisal (including a sensitivity analysis) of the proposed operations
supported by all reasonably necessary information and data including at least
the following:


 


(a)           a description of that part or parts of the Camp to
be covered by the proposed mine;


 


(b)           the estimated recoverable reserves of minerals and
the estimated composition and content thereof,


 


(c)           the proposed procedure for construction and mining
operations;


 


8

















 


(d)           the results of the metallurgical tests on the
metalliferous minerals to be extracted;


 


(e)           the nature and extent of the facilities proposed to
be acquired and constructed which may include mill facilities, if the size,
extent and location of the ore body makes such mill facilities feasible, in
which event the study will also include a preliminary design for such mill;


 


(f)            the total anticipated costs, including the capital
budget, which are reasonably required to purchase, construct and install all
structures, machinery and equipment required for the proposed mine, including a
schedule of timing of such requirements;


 


(g)           the estimated ongoing operating costs;


 


(h)           appropriate environmental impact studies and costs,
a description of the permits which must be obtained in connection with placing
the Camp into commercial production and confirmation that such permits will be
issued in due course;


 


(i)            appropriate social and cultural studies and the identification
and resolution of any social or cultural impediments to the development of a
mine;


 


(j)            the period in which it is proposed the Camp or
portion(s) thereof will be brought to commercial production;


 


(k)           such other data and information as are reasonably
necessary to substantiate the existence of an ore deposit of sufficient size
and grade to justify development of a mine, taking into account all relevant
business, tax and other economic considerations;


 


(l)            working capital requirements for the initial eight (8) months
of operations of the Camp as a mine or such longer period as may be reasonably
justified in the circumstances; and


 


(m)          confirmation that there exist no material obstacles
to the development of the Camp and the construction and operation of the mine(s) contemplated
by the feasibility study including, without limitation, to the issuance of the
required permits to develop the Camp, or portion(s) thereof proposed for
the mine, construct required facilities and operate the Camp, or portion(s) thereof,
as a mine, and shut down the mine and reclaim the Camp upon the ceasing of
commercial production.


 


13.          Joint
Venture Provisions


 


Unless otherwise agreed by Wheaton and Grandcru, the
following provisions will apply with respect to the interests of the parties
and the operation of the Camp through Mexco or Newco, as applicable:


 


(a)           following the date of completion of the obligations
of paragraph 10 such that the interest of Sanluis in Newco or Mexco, as
applicable, is no longer subject to forfeiture to Grandcru (the “Participation
Date”), a joint venture (the “Joint Venture”) will be formed to further explore
and, if warranted, develop the Camp by way of an “incorporated joint venture”
through the agency of Newco or Mexco, as applicable;


 


9

















 


(b)           as provided in paragraph 9, the relationship of
Grandcru and Sanluis in proceeding with such Joint Venture through Newco or
Mexco, as applicable, will be governed in accordance with the terms of an
agreement (the “Shareholders Agreement”) to be negotiated, prepared and
finalized between the parties acting diligently and in good faith in connection
with the acquisition by Sanluis of an interest in the Camp and/or Newco or
Mexco, as applicable, pursuant to paragraph 8, which agreement will reflect the
provisions of this agreement and contain the following minimum terms together
with such other terms and conditions as the respective counsel for the parties
may reasonably request, in order that the affairs of Grandcru and Sanluis
(each, a “Participant”) in respect of Newco or Mexco, as applicable may be
reasonably carried out as a joint venture operation through Newco or Mexco, as
applicable:


 


(i)            the affairs of
Newco or Mexco, as applicable, will be under the direction and control of board
of directors or other governing body (as provided by applicable Mexican
corporate law) (the “Governing Body”), which will be comprised of two (2) representatives
of Grandcru and three (3) representatives of Sanluis, with one of the
representatives of Sanluis being the chairman of the Governing Body.  If, for any reason, the interest of Sanluis
should fall below fifty (50%) percent, then one of the representatives of
Sanluis will resign and the Participants will act to appoint a representative
of Grandcru to fill such vacancy, it being the intent of the parties that the
Participant with the largest interest in the Joint Venture and Newco or Mexco,
as applicable (the “Interest”) will control the Governing Body,


 


(ii)           voting in the Governing
Body will be on the basis of one (1) vote for each representative,
provided that in the case of a deadlock the Chairman will have a deciding vote,


 


(iii)          the operator of
the Joint Venture (the “Operator”) will have the responsibility to carry out the
directions of the Governing Body and will have such other powers and duties as
are required to carry out that function. 
The Operator will have the right to charge an administration fee, which
will be a rate of eight (8%) percent of Expenditures up to commencement of a
production program, three (3%) percent of production program costs during the
production program and two and one-half (2.5%) percent of operating costs
following the commencement of commercial production, provided that the
Governing Body may adjust the administration fee from time to time on the basis
that the Operator should neither gain nor lose financially for acting in such
capacity,


 


(iv)          all Joint
Venture activities will be performed only pursuant to programs approved by the
Governing Body. The Operator will prepare and submit proposed Programs to the
Governing Body on or before sixty (60) days after completion of the last
Program or on or before November 15 in each year if no Program has been
approved or completed in that year. The Governing Body will meet and approve a
Program for the next year by December 15 of the prior year if there was no
Program in such prior year, or within thirty (30) days after the proposed
Program was submitted, if there was a Program in the prior year,


 


10

















 


(v)           the
Participants agree to exercise best efforts to utilize the assets of the Joint
Venture to secure bankable project financing to advance the Camp,


 


(vi)          the initial
respective Interests of the parties will be as determined pursuant to paragraph
8 and their deemed contributions to the expenditures of the Joint Venture will
be as follows:


 


(1)       for the Participant with the largest actual
Expenditures incurred up to the Participation Date (provided that, for such
purpose, the Back- in Payment will be considered as Expenditures) (the “Greatest
Participant”), will be equal to the amount of its actual Expenditures (the “Greatest
Participant Expenditures”); and


 


(2)       for the other Participant will be equal to ((100 -
I)/I) x the Greatest Participant Expenditures), where I is the percentage
interest of the Greatest Participant as at the Participation Date,


 


(vii)         each
Participant will pay that cost share of each Approved Program in which it
elects to participate that is proportional to its Interest. A Participant may
decline to participate in an Approved Program in which case its Interest will
be reduced as provided in clause (viii) below;


 


(viii)        if a
Participant declines to participate in an Approved Program, the other
Participant will have the right to contribute all Expenditures in connection
with such Approved Program and thereafter, provided that the Approved Program
is completed to at least eighty-five (85%) of the proposed Expenditures, the
non-participating Participant will have its Interest reduced such that, at any
time the Interest of a Participant will be equal to the product obtained by
multiplying one hundred (100%) percent by a fraction of which the numerator is
the amount of such Participant’s deemed Expenditures as at the Participation
Date plus its contributions to expenditures since the Participation Date, and
the denominator of which is the aggregate amount of all deemed Expenditures of
all Participants as at the Participation Date plus all contributions to
Expenditures by all Participants since the Participation Date.  Any such reduction of Interest will be
forfeited to the other Participant so that the aggregate of the Interests of
the Participants will be at all times one hundred (100%) percent.  If such Approved Program is not completed to
at least eighty-five (85%) percent of the proposed Expenditures, the non-
participating Participant will, for a period of thirty (30) days following the
delivery of the final report in connection with such Approved Program, have the
right to contribute its pro-rata share of the Expenditures actually incurred
under such Approved Program and thereby maintain its Interest and avoid
dilution. The shareholdings in Newco or Mexco, as applicable, will be
reorganized to reflect the changes in, and resulting, respective Interests of
the Participants on an ongoing basis,


 


11

















 


(ix)           each Participant will (to the extent allowable under
applicable laws) have the right to take, or otherwise acquire from Newco or
Mexco, as applicable, its share of mineral products of the Joint Venture in
kind,


 


(x)            if a Participant defaults in paying its share of
Expenditures related to an Approved Program in which it elected to participate,
it will be precluded from any further participation in future Approved Programs
and its Interest will be reduced from time to time pursuant to clause (viii) as
if it had declined to participate in all Approved Programs,


 


(xi)           if the Interest of a Participant is reduced to ten
(10%) percent or less, such Interest will be automatically forfeited to the
other Participant and the forfeiting Participant will thereafter have no
further right, title or interest in the Joint Venture or the Property except
the right to receive payments from Newco or Mexco, as applicable, equal to ten
(10%) percent of the net profits from the operation of the Camp as a mine,
calculated and paid in accordance with Schedule “C”. If necessary to permit
such payments, a former Participant entitled to receive net profits under this
subparagraph will surrender its shares in Newco or Mexco, as applicable, for
non-voting securities of Newco or Mexco, as applicable, whose only rights will
be to receive such payments;


 


(xii)         each Participant will have a right of first refusal
in respect of any disposition by the other Participant of all or a portion of
its Interest in the terms of paragraph 16; and


 


(xiii)        if the Operator proposes,
without the consent of the Participant which is not the Operator (the “Non-Operator”),
a Program having a budget that is more than one hundred (100%) percent greater
than the previous Approved Program and such Program is approved by the
Governing Body and becomes an Approved Program, the Non-Operator may, in
addition to the other elections it may make pursuant to this Section 13,
elect to take ninety (90) days to elect to participate in the proposed Program,
following which the Non-Operator may, if it elects to participate in such
Approved Program either:


 


(1)           have a further sixty (60) day period within which to
raise the necessary funding to participate in the Approved Program, or


 


(2)           give notice to the Operator that the Operator it is
required to complete an equity financing in the Non-Operator at the current
market price (in an amount to be determined by the Non-Operator not exceeding
the Non-Operator’s equity share of the Approved Program), following which,
subject to receipt of all applicable regulatory acceptances and approvals
(which the Participants will use their reasonable best efforts to obtain), the
Operator will complete such financing.


 


12

















 


If the Participants are unable, within a reasonable
time, to settle and agree upon the form of shareholders agreement, the matter will
be submitted to arbitration in accordance with paragraph 23.


 


14.          Obligations
of Grandcru


 


From the Closing Date until the termination of the
Back-In Period, Grandcru will:


 


(a)           permit representatives of the Wheaton Group
authorized in writing by Wheaton, at the expense and risk of the Wheaton Group,
to access and inspect the Property and the data obtained therefrom, and to copy
all data derived from work thereon, provided that such rights may only be
exercised in a manner which does not unduly interfere with the activities of
Grandcru on the Property and that Wheaton will indemnify Grandcru from and
against all liabilities which may be incurred in connection with the exercise
of such right of access and inspection;


 


(b)           Grandcru will prepare and deliver to Wheaton written
comprehensive annual reports on or before March 1 of each year covering
the activities of Grandcru on or with respect to the Property and results
obtained during the calendar year ending on December 31st immediately
preceding, accompanied by copies of all data, reports and other information on
or with respect to the Property not already provided to Wheaton and, during
periods of active field work, timely current reports and information on any
material results obtained, accompanied by copies of all relevant data, reports
and other information concerning such results; and


 


(c)           Grandcru will conduct all work on or with respect to
the Property in a careful and workman-like manner, following reasonable and
prudent geological exploration methods and approaches, and in compliance with
all applicable laws.


 


15.          Area of Interest


 


All interests in minerals or
mineral tenures, or rights or options to acquire any such interests, excluding
those which are detailed in Schedules “A” and “B”, acquired after the date of
this agreement by any parry or any of its affiliates, any portion of which lies
within five (5) kilometres of the outer boundaries of the Sanluis
Concessions as constituted as of the date hereof, will be subject to this
agreement. Upon any party or one of its affiliates acquiring any such an
interest, it will provide all information thereon and on the acquisition terms
to the other parry with which it is not affiliated, and, unless the
non-affiliated parry rejects such acquisition, such interest will become part
of the Property and subject to this agreement. 
If such acquisition is prior to the delivery of a Back-In Exercise
Notice Grandcru will pay the acquisition costs thereof, which will be considered
as Acquisition Costs.  If such acquisition
is after the delivery of a Back-in Exercise Notice and prior to the
Participation Date, Sanluis will pay the acquisition costs, which will be
considered as Expenditures. Following the Participation Date, each Participant
will forthwith pay its pro rata share of the acquisition costs, which will be
considered as Expenditures.


 


16.          Disposition of Interest by Grandcru or Wheaton


 


From and after the Closing
Date, neither Grandcru nor Sanluis (the “Transferor”) may transfer, convey,
assign, mortgage, encumber, grant an option in respect of, grant a right to 


 


13

















 


purchase, enter into a joint venture in respect of
or in any manner howsoever transfer or alienate or agree to transfer or
alienate (all of which are collectively referred to in this paragraph 16 as a “Transfer”)
any or all of its rights under this agreement or in or to the Camp, or in any
direct or indirect subsidiary which holds an interest in the Camp or in another
direct or indirect subsidiary that holds an interest in the Camp (collectively,
the “Transferor’s Holdings”) except in accordance with this paragraph 16, as
follows:


 


(a)           no Transfer of
any of the Transferor’s Holdings will be effective unless the Transferor is not
in material default of any term or provision of this agreement at the time of
Transfer and until any proposed assignee, transferee, purchaser, grantee or
encumbrancer of such Holdings (“Transferee”) has executed and delivered to all
parties an agreement, in form and substance satisfactory to counsel for the
remaining parties and related to this agreement, containing:


 


(i)            a covenant by
such Transferee with all parties to perform all of the obligations of the
Transferor to be performed under this agreement in respect of the Holdings to
be acquired by the Transferee, and


 


(ii)           a provision
subjecting any further Transfer of such Transferor’s Holdings to the provisions
of this paragraph 16;


 


and,
except in the case of a sale, assignment or transfer to a wholly owned
subsidiary of the Transferor, provided that the Transferor has complied with
all obligations hereunder in respect of the portion of the Transferor’s
Holdings to be transferred up to the date of transfer, the Transferor will be
released from all liability for the performance of all obligations assumed by
the Transferee in respect of the Transferor’s Holdings so sold, assigned or
transferred;


 


(b)           the Transferor
will not Transfer any of the Transferor’s Holdings except pursuant to a binding
agreement in writing, and  as a single
transaction not directly or indirectly part of some other sale or purchase or
agreement for any additional consideration of any nature whatsoever;


 


(c)           if the
Transferor (in this paragraph called the “Offeror”) intends to Transfer any of
the Transferor’s Holdings, it will first give notice to the other Party (in
this paragraph called the “Offeree”) of such intention together with the terms
and conditions on which the Offeror intends to Transfer such portion of the
Transferor’s Holdings;


 


(d)           if the Transferor
(in this section also called the “Offeror”) receives any offer to Transfer any
portion of the Transferor’s Holdings from any person (the “Third Party”) which
it intends to accept (the “Third Party Offer”), the Offeror will not accept the
Third Party Offer unless and until the Offeror has first offered to Transfer
the Transferor’s Holdings to the other party (in this paragraph also called the
“Offeree”) on the same terms and conditions as contained in the Third Party
Offer and such offer to the Offeree by the Offeror has not been accepted by the
Offeree in accordance with this paragraph;


 


14

















 


(e)           any
communication of an intention to sell pursuant to subparagraph 16(c) or an
offer to sell pursuant to subparagraph 16(d) (each an “Offer” for the
purposes of this paragraph 16) will:


 


(i)            set out fully
and clearly all of the terms and conditions of any intended Transfer together
with a currency equivalent of any nor-cash consideration in Canadian dollars
and an explanation of the manner in which such currency equivalent was
obtained,


 


(ii)           if it is made
pursuant to subparagraph 16(d), include a copy of the Third Party Offer and
clearly identify the Third Party and include such information as is known by
the Offeror about the Third Party,


 


and
such communication will constitute an Offer by the Offeror to the Offeree to
Transfer the relevant portion of the Transferor’s Holdings to the Offeree on
the terms and conditions set out in such Offer;


 


(f)            any Offer made
as contemplated in subparagraph 16(e) will be open for acceptance by the
Offeree for a period of forty-five (45) days from the date of receipt of the
Offer by the Offeree;


 


(g)           if the Offeree
accepts the Offer within the time limited such acceptance will constitute a
binding agreement between the Offeror and the Offeree to Transfer the relevant
portion of the Transferor’s Holdings on the terms and conditions set out in
such Offer, provided such sale and purchase must close within ninety (90) days
following the acceptance of such Offer by the Offeree;


 


(h)           if the Offeree
does not accept the Offer within the time limited the Offeror may complete a
Transfer of the Holdings on terms and conditions which are no more favourable
to the proposed transferee than those set out in the Offer and, where the Offer
is in response to a Third Party Offer, only to the Third Party upon exactly the
same terms as the Third Party Offer, and in any event such Transfer must be
completed within ninety (90) days from the expiration of the right of the
Offeree to accept such Offer or the Offeror must again comply with the
provisions of this paragraph 16 with respect to any Transfer of the Transferor’s
Holdings;


 


(i)            while any Offer
is outstanding no other Offer may be made until the first mentioned Offer is
disposed of and any sale resulting therefrom completed in accordance with the
provisions of this paragraph 16;


 


(j)            the Transferor
agrees that its failure to comply with the restrictions set out in this
paragraph 16 would constitute an injury and damage to the other party
impossible to measure in money and, in the event of any such failure, the other
party will, in addition and without prejudice to any other rights and remedies
at law or in equity, be entitled to injunctive relief restraining or enjoining
any Transfer of any of the Transferor’s Holdings, save in accordance with the
provisions of this paragraph 16.  If the
Transferor determines to make a Transfer, or makes a 


 


15

















 


Transfer,
of the Transferor’s Holdings contrary to the provisions of this paragraph 16
hereby waives any defence it might have in law to such injunctive relief, and


 


(k)           nothing in this
section 16 will prevent a sale or assignment by a Transferor of all of the
Transferor’s Holdings to a wholly owned Mexican subsidiary, provided that such
subsidiary first complies with the provisions of subparagraph 16(a) and
agrees in writing with the other party to retransfer such Transferor’s Holdings
to the original Transferor before ceasing to be a wholly owned subsidiary of
the Transferor.


 


17.          Release or Surrender of Property


 


If, at any time after the
Closing Date, Grandcru determines to surrender any of the concessions comprised
in the Camp to the government, or to otherwise terminate the existence of any
such concessions, or to reduce the size of any one or more of the concessions
comprised in the Camp, it may do so:


 


(a)           only in
accordance with and pursuant to applicable laws; and


 


(b)           upon providing
not less than sixty (60) days notification of such proposed surrender, release,
termination or reduction to Wheaton and, if, within such sixty (60) day period,
Wheaton notifies Grandcru in writing that it wishes to retain all or a portion
of the ground proposed to be released, Grandcru will co-operate with the
Wheaton Group as necessary to either transfer the concessions proposed to be
surrendered to a member of the Wheaton Group, or to permit a member of the
Wheaton Group to apply for a new concession or concessions in the name of a member
of the Wheaton Group covering all or a portion of the ground released from the
exiting concession(s).


 


Following the surrender or reduction of the
concession(s) as contemplated hereby and in accordance with the provisions
set forth herein, Grandcru will have no further obligations to the Wheaton
Group, and the Wheaton Group will have no obligations to Grandcru, with respect
to the surrendered or released ground.


 


18.                               Adjustment to Share Issuances


 


Upon the occurrence of any
one or more events involving the capital reorganization, consolidation,
subdivision or reclassification of the common shares in the capital of
Grandcru, or the merger, amalgamation or other corporate combination of
Grandcru with one or more other entities, or of any other events in which new
securities of any kind or nature are issued or delivered in exchange for the
common shares in the capital stock of Grandcru as constituted on the date
hereof (“Fundamental Changes”) then, at the time of any issuance of any
Grandcru shares pursuant to this agreement taking place after such Fundamental
Change, and in lieu of issuing and delivering the Grandcru shares which, but
for such Fundamental Change and this provision, would have been issued and
delivered, Grandcru (or its successor) will issue and/or deliver instead such
number of new securities as would have been issued and/or delivered to Wheaton
as a result of the Fundamental Change in exchange for those Grandcru shares
which 


 


16

















 


Wheaton would have held if such issuance had
occurred prior to the occurrence of the Fundamental Change.


 


19.          Confidentiality


 


All information with respect
to the Property generated pursuant to this agreement will be held in
confidence, subject to the right of any party to release any such information
as required by applicable law or the rules, regulations, bylaws and listing
agreements of any stock exchange upon which the shares of a party are listed.
If a party (or any of its affiliates) proposes to issue a press release or
other public disclosure, it will provide a copy of such disclosure to the other
party not less than two (2) business days prior to the proposed release,
filing or dissemination thereof, and such party will have the right to review
and provide comments on any such disclosure to the disclosing party. The
disclosing parry is obligated to consider all such comments in good faith.


 


20.          Default


 


If any party hereto defaults
in the performance of any of its obligations hereunder, the party affected by
such default may give notice to the defaulting party, and if the defaulting
parry does not cure such default within:


 


(a)           in the case of
a default involving the payment of monies, (5) business days,


 


(b)           in the case of
any other default, thirty (30) days,


 


after receipt of such notice, the affected party may
take any action on account of such default, including seeking damages, specific
performance or an injunction or the termination of this agreement, provided
that if any such default (other than with respect to the payment of monies) is,
by its nature, not able to be cured within a thirty (30) day period, and the
party in default commences reasonable steps to begin to cure such default
within the thirty (30) day period specified in subparagraph (b), such party
will be allowed such additional time (not exceeding one hundred and twenty
(120) days) as may be reasonably required to cure such default so long as it
assiduously proceeds with the curing of such default during such period.


 


21.          Governing Law


 


This agreement will be
governed by and interpreted in accordance with the laws of British Columbia and
those of Canada applicable therein.


 


22.          Formal Agreement


 


The parties will use their
best efforts to settle and execute formal documentation as necessary to give
effect to this agreement in Mexico within a period of one hundred and twenty
(120) days following the Acceptance Date, such formal documentation to reflect
the terms and conditions of this letter together with such additional terms and
conditions as are typical of option and joint venture agreements of this nature
and will reflect a structure among the parties indicated to be the most
beneficial by the parties’ Canadian and Mexican legal and tax advisers, but
this agreement is not subject to the settlement and execution of such formal
documentation 


 


17

















 


and is a binding agreement upon acceptance hereof by
Grandcru. If there are disputes with respect to the form of such formal
documentation, the matter will be referred to arbitration in accordance with
paragraph 23.


 


23.          Arbitration


 


Any dispute, controversy or
claim arising out of or relating to this agreement, the breach, termination or
invalidity of it, any deadlock or inability of the parties to agree on a course
of action to be taken hereunder, or the failure of the parties to settle the
shareholders’ agreement referred to in paragraph 9 and subparagraph 13(b) or
the formal agreement referred to in paragraph 22, will be referred to and
finally resolved by arbitration in accordance with the “Procedures for Cases
under the BCICAC Rules” of the British Columbia International Commercial
Arbitration Centre (“BCICAC”), which will administer the arbitration case in
accordance with such rules. If the parties cannot agree on an arbitrator within
fifteen (15) days of the matter being referred to arbitration, then the BCICAC
will appoint an arbitrator. The place of arbitration will be Vancouver, British
Columbia, Canada and the language used in the arbitral proceeding will be
English. The arbitrator’s fees, and the other costs of the arbitration, will be
paid by the loosing party, subject to the contrary decision of the arbitrator.


 


24.          Force
Majeure


 


No party will be liable for
its failure to perform any of its obligations under this agreement due to a
cause beyond its control (except those caused by its own lack of funds) (each
an “Intervening Event”) including, but not limited to, acts of God, fire,
flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and
regulations or orders of any duly constituted governmental authority, excessive
delays in obtaining, or the refusal to issue, any required permits or licenses,
or non-availability of materials, supplies, labour or transportation. All time
limits imposed by this agreement will be extended by a period equivalent to the
period of delay resulting from an Intervening Event. A party relying on force
majeure will take all reasonable steps to eliminate an Intervening Event and,
if possible, will perform its obligations under this agreement as far as
practical, but nothing herein will require such party to settle or adjust any
labour dispute or to question or to test the validity of any law, rule,
regulation or order of any duly constituted governmental authority.


 


25.          Covenant by Grandcru to Assign
Interest to Mexican Subsidiary


 


Grandcru covenants and
agrees with the Wheaton Group that it will, within six (6) months of the
Closing Date, assign all its rights in and to the Property to a wholly owned Mexican
subsidiary of Grandcru (at which time such subsidiary will become a signatory
to this agreement).


 


26.          Regulatory Acceptance


 


This agreement is subject to
the acceptance for filing hereof by the TSX Venture Exchange on behalf of
Grandcru, and Grandcru covenants and agrees that it will promptly submit this
agreement to the TSX Venture Exchange, requesting such acceptance, and will
submit all required documentation and materials and otherwise use its best
efforts to secure such acceptance and, in that regard, comply promptly with all
conditions that may be imposed by the 


 


18

















 


TSX Venture Exchange as a condition of obtaining
such acceptance. If such acceptance is not obtained by Grandcru within
forty-five (45) days of the execution hereof by all of the members of the
Wheaton Group, Wheaton may terminate this agreement by notice to that effect to
Grandcru, and thereupon no party will have any further obligation or liability
to the others arising out of the provisions of this agreement.


 


[Rest of page left
blank intentionally]


 


19

















 


1f the foregoing correctly sets forth the agreement
reached among us, kindly, acknowledge this by signing and returning a copy of
this letter on or before the close of business in Vancouver, B.C. on the
business day following the date hereof, whereupon a binding legal agreement
will be in effect between us and we will instruct our solicitors to prepare the
necessary formal documentation following TSX Venture Exchange acceptance hereof
on behalf of Grandcru.


 


 


Yours very truly,


 


WHEATON: RIVER MINERALS LTD.


 


	
  Per:

  	
  /s/ Peter Barnes

  	
   

  
	
   

  	
  Peter Barnes

  	
   

  
	
   

  	
  Executive Vice-President

  	
   

  



 


LUISMIN, S.A. DE. C.V.


 


	
  Per:

  	
  /s/ Eduardo Luna

  	
   

  
	
   

  	
  Eduardo Luna,

  	
   

  
	
   

  	
  President

  	
   

  



 


MINAS DE SAN LUIS S.A. DE. C.V.


 


	
  Per:

  	
  /s/ Eduardo Luna

  	
   

  
	
   

  	
  Eduardo Luna,

  	
   

  
	
   

  	
  President

  	
   

  



 


We, Grandcru Resources Corporation, hereby
acknowledge and confirm the foregoing sets forth our understanding and agree to
the foregoing terms and conditions as legally binding upon us as of this 29th
day of October, 2004.


 


GRANDCRU RESOURCES CORPORATION


 


 


	
  Per:

  	
  /s/ Glen Zinn

  	
   

  
	
   

  	
  Glen Zinn

  	
   

  
	
   

  	
  President and C.E.O.

  	
   

  



 


[Appended schedules omitted]


 


20














 


SCHEDULE “C”


 


TAXES OWING ON
PROPERTY


 


As at August 31,
2007


 


	
  CLAIM NAME

  	
   

  	
  TITLE

  NUMBER

  	
   

  	
  OWED IN

  PESOS

  	
   

  	
  OWED IN US DOLLARS

  (APPROX.)

  	
   

  
	
  Norma

  	
   

  	
  177858

  	
   

  	
  $

  	
  253,760.00

  	
   

  	
  $

  	
  23,388.00

  	
   

  
	
  San
  Manuel

  	
   

  	
  188187

  	
   

  	
  $

  	
  94,844.00

  	
   

  	
  $

  	
  8,741.00

  	
   

  
	
  El
  Padre Santo

  	
   

  	
  196148

  	
   

  	
  $

  	
  84,752.00

  	
   

  	
  $

  	
  7,811.00

  	
   

  
	
  Santo
  Niño

  	
   

  	
  211513

  	
   

  	
  $

  	
  47,168.00

  	
   

  	
  $

  	
  4,347.00

  	
   

  
	
  El
  Faisán

  	
   

  	
  211471

  	
   

  	
  $

  	
  2,810.00

  	
   

  	
  $

  	
  259.00

  	
   

  
	
  Patricia

  	
   

  	
  212775

  	
   

  	
  $

  	
  21,131.00

  	
   

  	
  $

  	
  1,948.00

  	
   

  
	
  Martha
  I

  	
   

  	
  213234

  	
   

  	
  $

  	
  37,601.00

  	
   

  	
  $

  	
  3,466.00

  	
   

  
	
  San
  Pedro

  	
   

  	
  212753

  	
   

  	
  $

  	
  8,293.00

  	
   

  	
  $

  	
  764.00

  	
   

  
	
  San
  Pablo

  	
   

  	
  1212752

  	
   

  	
  $

  	
  9,034.00

  	
   

  	
  $

  	
  833.00

  	
   

  
	
  Nueva
  Esperanza

  	
   

  	
  184912

  	
   

  	
  $

  	
  55,936.00

  	
   

  	
  $

  	
  5,155.00

  	
   

  
	
  San
  Miguel

  	
   

  	
  185761

  	
   

  	
  $

  	
  19,919.00

  	
   

  	
  $

  	
  1,836.00

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
  $

  	
  663,049.00

  	
   

  	
  $

  	
  58,548.00

  	
   

  



 


	
  CLAIM NAME

  	
   

  	
  TITLE

  NUMBER

  	
   

  	
  OWED IN

  PESOS

  	
   

  	
  OWED IN US DOLLARS

  (APPROX.)

  	
   

  
	
  Los Reyes Fracc. Oeste

  	
   

  	
  210703

  	
   

  	
  $

  	
  1,259.00

  	
   

  	
  $

  	
  116.00

  	
   

  
	
  Los Reyes Fracc. Sur

  	
   

  	
  212758

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Los Reyes Dos

  	
   

  	
  214131

  	
   

  	
  $

  	
  29.00

  	
   

  	
  $

  	
  3.00

  	
   

  
	
  Los Reyes Tres

  	
   

  	
  214302

  	
   

  	
  $

  	
  298.00

  	
   

  	
  $

  	
  27.00

  	
   

  
	
  Los Reyes Cuatro

  	
   

  	
  217757

  	
   

  	
  $

  	
  32.00

  	
   

  	
  $

  	
  3.00

  	
   

  
	
  Los Reyes Cinco

  	
   

  	
  216632

  	
   

  	
  $

  	
  10,625.00

  	
   

  	
  $

  	
  979.00

  	
   

  
	
  Los Reyes Seis

  	
   

  	
  225122

  	
   

  	
  $

  	
  17.00

  	
   

  	
  $

  	
  2.00

  	
   

  
	
  Los Reyes Ocho

  	
   

  	
  226037

  	
   

  	
  $

  	
  7.00

  	
   

  	
  $

  	
  1.00

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
  $

  	
  12,267.00

  	
   

  	
  $

  	
  1,131.00

  	
   

  



 


C-1

















 


SCHEDULE “D”


 


CONTRACT OF ASSIGNMENT
(SECTION 3(a))


 


CONTRACT OF
ASSIGNMENT OF RIGHTS ENTERED INTO BY AND BETWEEN, AS A FIRST PARTY, MINERA
REINA ISABEL, S.A. DE C.V. (HEREINAFTER IDENTIFIED AS THE “ASSIGNOR”),
REPRESENTED HEREIN BY MR. JORGE OGARRIO KALB; AND, AS A SECOND PARTY,
MINERA PAREDONES AMARILLOS, S.A. DE C.V. (HEREINAFTER IDENTIFIED AS THE “ASSIGNEE”),
REPRESENTED HEREIN BY MR. JUAN EUGENIO PIZARRO-SUÁREZ VERGARA-LOPE, IN
ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:


 


S
T A T E M E N T S


 


I.                                         The ASSIGNOR hereby declares through its representative:


 


1.                                      That it is a Mexican mining company incorporated in accordance with
the laws of the United Mexican States, as it is evidenced in the public
instrument number 43,517, dated December 15, 1999, granted before Mr. Adrián
Rogelio Iturbide Galindo, Notary Public number 139 for Mexico City, Federal
District, recorded in the Federal Taxpayers’ Registry under code       -            -      ;
duly registered with the Public Registry of Commerce of its corporate domicile,
under folio number                   ,
and also recorded at the Public Registry of Mining, under number       ,
at page        of volume               
of the Book of Mining Companies and that, in accordance with its corporate
purpose it has the legal capacity to hold mining concessions as well as to
enter into contracts which subject matter are rights deriving from said
concessions.


 


2.                                      That the representative of the ASSIGNOR has enough authority to act
in the name and on behalf of his principal, obligating the latter pursuant to
the terms and conditions of this Contract, as it is evidenced in the public
instrument number 124,968, dated February 27, 2007, granted before Mr. Ignacio
Soto Borja y Anda; Notary Public number 129 for Mexico City Federal District; which
authority has not been revoked, limited nor modified in any manner whatsoever
as of the date of execution of this Contract.


 


3.                                      That the ASSIGNOR is the only holder of the rights deriving from the
mining concessions covering the mining lots named: “NORMA”, title 177858; “SAN
MANUEL”, title 188187; “EL PADRE SANTO”, title 196148; “SANTO NIÑO”, title
211513; “EL FAISAN”, title 211471; “PATRICIA”, title 212775; “MARTHA I”, title
213234; “SAN PEDRO”, title 212753; “SAN PABLO”, title 212752; “NUEVA ESPERANZA”,
title 184912; and, “SAN MIGUEL”, title 185761 (hereinafter jointly identified
as the “LOTS”), which identification data are the following:


 


a)                                      “NORMA”, mining concession, title 177858, issued on April 29,
1986, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 150.0000 hectares, recorded under number 598, page 150, volume 240 of
the Book of Mining Concessions of the Public Registry of Mining;


 


b)                                     “SAN MANUEL”, mining concession, title 188187, issued on November 22,
1990, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 55.7681 hectares, recorded under number 447, page 113, volume 257 of
the Book of Mining Concessions of the Public Registry of Mining;


 


D-1

















 


c)                                      “EL PADRE SANTO”, mining concession, title 196148, issued on July 16,
1993, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 50.0000 hectares, recorded under number 8, page 4, volume 271 of the
Book of Mining Concessions of the Public Registry of Mining;


 


d)                                     “SANTO NIÑO”, mining concession, formerly covered by title 186089
and currently covered by title 211513, issued on May 31, 2000, located in
the Municipality of Cosalá, State of Sinaloa, with a surface of 44.0549
hectares, recorded under number 253, page 127, volume 313 of the Book of
Mining Concessions of the Public Registry of Mining;


 


e)                                      “EL FAISAN”, mining concession, formerly covered by title 186088 and
currently covered by title 211471, issued on May 31, 2000, located in the
Municipality of Cosalá, State of Sinaloa, with a surface of 2.6113 hectares,
recorded under number 211, page 106, volume 313 of the Book of Mining
Concessions of the Public Registry of Mining;


 


f)                                        “PATRICIA”, mining concession, formerly covered by title 192854 and
currently covered by title 212775, issued on January 31, 2001, located in
the Municipality of Cosalá, State of Sinaloa, with a surface of 26.2182
hectares, recorded under number 75, page 38, volume 317 of the Book of
Mining Concessions of the Public Registry of Mining;


 


g)                                     “MARTHA I”, mining concession, formerly covered by title 200768 and
currently covered by title 213234, issued on April 9, 2001, located in the
Municipality of Cosalá, State of Sinaloa, with a surface of 46.6801 hectares, recorded
under number 174, page 87, volume 318 of the Book of Mining Concessions of
the Public Registry of Mining;


 


h)                                     “SAN PEDRO”, mining concession, formerly covered by title 188275 and
currently covered by title 212753, issued on November 21, 2000, located in
the Municipality of Cosalá, State of Sinaloa, with a surface of 9.0000
hectares, recorded under number 53, page 27, volume 317 of the Book of
Mining Concessions of the Public Registry of Mining;


 


i)                                         “SAN PABLO”, mining concession, formerly covered by title 168615 and
currently covered by title 212752, issued on November 21, 2000, located in
the Municipality of Cosalá, State of Sinaloa, with a surface of 11.1980
hectares, recorded under number 52, page 26, volume 317 of the Book of
Mining Concessions of the Public Registry of Mining;


 


j)                                         “NUEVA ESPERANZA”, mining concession, title 184912, issued on December 6,
1989, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 33.0000 hectares, recorded under number 332, page 84, volume 251 of the
Book of Mining Concessions of the Public Registry of Mining; and,


 


k)                                      “SAN MIGUEL, mining concession, title 185761, issued on December 14,
1989, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 11.7455 hectares, recorded under


 


D-2

















 


number 741, page 186,
volume 252 of the Book of Mining Concessions of the Public Registry of Mining.


 


4.                                      That since the ASSIGNOR does not hold mining concessions which total
surface exceeds of 1,000 (one thousand) hectares, pursuant to that set forth by
the Mining Law and its Regulations it has no obligation to file reports of
proof of assessment works in respect of the LOTS and, therefore, is considered
as current in the fulfillment of this obligation, in terms of the applicable
legal provisions.


 


5.                                      That in respect of the obligation to pay mining duties (surface
taxes) every semester, the ASSIGNOR acknowledges it is in arrears as it is
shown in the list attached hereto as Exhibit II, and therefore the
ASSIGNOR agrees that, as part of the consideration for this transfer, the
ASSIGNEE assumes the obligation to cover said total amount of back taxes to the
Mexican competent authorities, as required.


 


Notwithstanding that mentioned in the
preceding paragraph, the ASSIGNOR further declares it has not received any
official communication from the Mexican mining authorities, whereby it has been
notified that the mining concessions covering the LOTS are subject to a
cancellation procedure for that particular reason and, therefore, the mining
concessions covering the LOTS continue in full force and effect as of the date
hereof.


 


6.                                     That the monuments indicating the location of the starting point of
each one of the LOTS, are well preserved and built in the terms of the Mining
Law and its Regulations and maintained in the same place previously approved by
the mining authorities.


 


7.                                     That with respect to the mining activities carried out within the
LOTS as of the date hereof, the ASSIGNOR declares that it is in full compliance
with the laws and regulations related to labor, tax and environmental matters;
likewise, to the best of the ASSIGNOR’s knowledge:


 


(i)                                   The conditions in respect of the LOTS and of the activities carried
out therein are in full compliance with the applicable environmental laws and
regulations, including but not limited to the storage and disposal of waste
materials;


 


(ii)                                There are no current orders or requirements related to environmental
matters whereby any restoration, work, construction or expenses with respect to
the LOTS and to the operations related thereto have been requested, nor has the
ASSIGNOR received any notice related to the foregoing, nor is aware of the
existence of any basis under which such orders or requirements could be issued;
and


 


(iii)                             The mining concessions covering the LOTS are not located within a
Natural Protected Area or Environmental Reserve whatsoever, whether federal or
local, nor has the ASSIGNOR received any communication informing the ASSIGNOR
on the possibility of the creation of a reserve of said nature over the area
where the LOTS are located.


 


The ASSIGNOR also declares that, to the
extent required, all of the authorizations needed to carry out works within the
LOTS prior to the date of execution of this Contract were duly and timely
obtained, including the authorization from the owners or holders of the surface
lands where the LOTS are located; therefore, as of the date of execution of
this document, no environmental contingency, nor of any other nature exists,
which may hinder the validity of said mining concessions or that may involve
or affect the ASSIGNEE in any manner.


 


D-3

















 


8.                                     That all the rights deriving from the mining concessions covering
the LOTS are free of any liens, encumbrances, burdens, claims, lawsuits and
limitations of domain of any nature, and that to the date of execution of this
document, the ASSIGNOR has not entered into any contract still in effect, nor
will enter into any contract, nor it has performed, nor will perform, any act
with respect to the LOTS, which could encumber, burden or limit, in any manner
whatsoever, the rights that it has over the abovementioned mining concessions;
therefore, the ASSIGNOR guaranties the existence, validity and availability of
the rights referred to herein, stating that it has clear and clean title to the
concessions covering the LOTS.


 


9.                                     That the LOTS are free and clear of the obligation to pay royalties
of any kind to any third party, including the NSR Royalty agreed in favor of
Compañía Minera Mariposa, S.A. de C.V., by means of certain contract entered
into on October 25, 1996, among said company and Minera Sierra Pacífico,
S.A. de C.V.


 


10.                              That the execution of this Contract by the ASSIGNOR does not constitute
a breach of any obligation among its shareholders nor of any obligations
between the ASSIGNOR and any third party, either contractual or legal,
therefore, the ASSIGNOR may freely dispose of the rights deriving from the
mining concessions covering the LOTS and transfer the same to the ASSIGNEE.


 


11.                              That based on all the foregoing, the ASSIGNOR hereby wishes to enter
into this Contract in order to transfer to the ASSIGNEE all of the rights
deriving from the mining concessions covering the LOTS, in the terms and
conditions set forth herein.


 


II.                                    The ASSIGNEE hereby declares through its representative:


 


1.                                      That it is a Mexican mining company incorporated in accordance with
the laws of the United Mexican States, as it is evidenced in the public
instrument number 96,009, dated August 21, 1984, granted before Mr. Fausto
Rico Alvarez, Notary Public number 6 for the Federal District and duly recorded
with the Public Registry of Commerce of said City under folio number 72662,
registered with the Federal Taxpayer’s Registry under code MPA-840821-2Z0 and
also recorded at the Public Registry of Mining, under number 231, at page 179
of volume XXVI of the Book of Mining Companies and that, according to its
corporate purpose, it has the legal capacity to hold mining concessions as well
as to enter into contracts which subject matter are rights deriving from said
concessions.


 


2.                                     That the representative of the ASSIGNEE has enough authority to act
in the name and on behalf of its principal, obligating the latter under the
terms and conditions of this Contract, as it is evidenced in the public
instrument number 206, dated May 17, 2006, granted before Mr. Guillermo
Aarón Vigil Chapa, Notary Public number 247 for Mexico City, Federal District;
which authority, as of the date of execution of this document, has not been
revoked, limited nor modified in any manner whatsoever.


 


3.                                     That the ASSIGNEE wishes to enter into this Contract, in order to
acquire from the ASSIGNOR all of the rights deriving from the mining
concessions covering the LOTS, under the terms and conditions set forth in this
document.


 


Given the foregoing declarations, the parties
agree on the following:


 


D-4

















 


C
L A U S E S


 


FIRST.                                 Purpose.                        The ASSIGNOR hereby transfers to the ASSIGNEE all of the rights
deriving from the mining concessions covering the LOTS, which identification
data are specified in subparagraphs a) through k) of statement  I.3 of this Contract, in the understanding
that this transfer of rights to the ASSIGNEE is being effected without any
reserve or limitation of any nature whatsoever and free and clear of any liens,
encumbrances, burdens, claims, lawsuits, mortgages, attachments or ownership
limitations of any nature whatsoever, including but not limited to third party
rights of any kind, debts (except for the outstanding mining duties described
in declaration I.5 of this document), restrictions either contractual or legal,
royalties and contingencies or liabilities not disclosed or revealed in writing
by the ASSIGNOR to the ASSIGNEE.


 


This Assignment of Rights is valid and
effective in the terms of this Contract and pursuant to that set forth in the
Mining Law, its Regulations and any other applicable legal provisions.


 


SECOND.                 Consideration.                                        The consideration that the parties have agreed for the assignment of
all the rights deriving from the mining concessions covering the LOTS subject
matter of this Contract, and which the ASSIGNEE shall pay to the ASSIGNOR on
the date of execution and ratification of this Contract before a Mexican Notary
Public, is the total amount of $10,000.00 U.S.Cy (Ten thousand dollars 00/100
lawful currency of the United States of America), plus the corresponding Value
Added Tax (15%). Additionally, the ASSIGNEE hereby undertakes the obligation to
cover the outstanding mining duties (back taxes) mentioned in the document
attached hereto as Exhibit II to the Mexican competent authorities,
as required.


 


Upon receiving the aforesaid consideration,
the ASSIGNOR hereby grants to the ASSIGNEE the broadest discharge with respect
to said amount, and simultaneously delivers to the ASSIGNEE the respective
invoice that should comply with each and all the tax requirements, pursuant to
that set forth in the Mexican applicable legal provisions.


 


THIRD.                              Other Obligations.                 The ASSIGNEE shall be
responsible for complying with each and all obligations, contingencies or
requirements deriving from the activities to be carried out within the LOTS as
from the date of execution and ratification of this Contract of before a Notary
Public by both parties, which include -among others- the payment of the
outstanding mining duties, as well as the payment of the mining duties as from
the second semester of 2007.


 


The
ASSIGNOR shall be responsible for any obligations, claims, complaints,
contingencies or requirements that may derive from any acts performed in
respect of the LOTS and activities that had been carried out within the LOTS
prior to the execution and ratification of this Contract before a Notary Public.


 


In
line with that stated in declaration I.9 of this Contract and also that stated
in the preceding paragraph, the ASSIGNOR hereby undertakes to hold the ASSIGNEE
free and harmless from any and all claims, liabilities or legal actions that
could be initiated against the ASSIGNEE by any third party that may claim
to have a right arising prior to the date hereof, to receive any kinds of
royalties in respect of minerals produced and sold from the LOTS.


 


D-5

















 


Furthermore,
the ASSIGNOR hereby undertakes to indemnify the ASSIGNEE in the event the
ASSIGNEE should disburse any amount to defend any claim, liability or legal
action initiated against the ASSIGNEE by any third party that may claim to
have a right arising prior to the date hereof, to receive any kinds of
royalties in respect of minerals produced and sold from the LOTS, as well
as  to indemnify the ASSIGNEE for any
amount the ASSIGNEE had been obliged to pay on such concept by a competent
authority.


 


FOURTH.                  Expenses, Fees and Taxes.                           Each party shall be responsible of complying with the tax
obligations corresponding to each one of them, in accordance with that set
forth in the applicable legal provisions.


 


Each party shall also be responsible for
payment of their own expenses, including legal and accounting fees, in
connection with the execution of this Contract; the above, except for the
notarial fees deriving from the ratification of this Contract before a Notary
Public and the duties for the filing of this Contract before the Public
Registry of Mining, which shall be borne by the ASSIGNEE.


 


FIFTH.                                  Formalities.      The parties ratify before a
Mexican Notary Public the content and signatures of this Contract and, for the
purposes of that mentioned in the first paragraph of article 23 of the
Mining Law, the ASSIGNEE expressly obligates itself to request the registration
of this Contract in the Public Registry of Mining, pursuant to that set forth
in the Mining Law and its Regulations.


 


SIXTH.                               Domiciles.              All the notices to be made among the parties pursuant to this
Contract shall be in writing, delivered in an authentic manner at their
domiciles and, for such purpose, the parties designate the following domiciles:


 




	
  THE ASSIGNOR:

  	
   

  	
  THE ASSIGNEE:

  
	
  Minera Reina
  Isabel, S.A. de C.V.

  	
   

  	
  Minera
  Paredones Amarillos, S.A. de C.V.

  
	
  Av.
  Constituyentes No. 345 - 7o piso

  	
   

  	
  Sonora No. 760

  
	
  Col. Daniel
  Garza

  	
   

  	
  Col. Pueblo
  Nuevo

  
	
  C.P.            
  México, D.F.

  	
  C.P 23060 La
  Paz, B.C.S.

  
	
  Att’n: Mr. Jorge
  Ogarrio Kalb

  	
   

  	
  Att’n: Mr. Gonzalo
  Zavala

  
				






 


Any change of domicile or of representative
shall be notified in writing, delivered in an authentic manner. Notwithstanding
the foregoing, should any party not notify the other of any change of domicile,
it shall be understood that all notices delivered at the last domicile
designated shall be valid for all legal purposes.


 


SEVENTH.                                    Warranty of Title.                                             Pursuant to that set forth in the Mexican laws, the ASSIGNOR shall
indemnify the ASSIGNEE for any and all damages it may suffer in the event
the ASSIGNEE is totally or partially dispossessed by due process of law, of the
rights on the LOTS hereby transferred to the ASSIGNEE.


 


EIGHTH.                                               Absence of Injury.                                             Notwithstanding the legal nature of this Contract, the parties
expressly declare that no injury derives from the covenants contained in this
document and, even in case it might exist, they expressly waive the right to
request the relative nullity referred to in articles 2228 and 2239 of the Civil
Code for the Federal District, and the correlative articles of the Federal
Civil Code and the correlative articles of the Civil Codes of all of the States
of the United Mexican States.


 


D-6

















 


NINTH.                              Applicable Laws and Jurisdiction.                                 This Contract which is entered into in terms of that provided in the
last paragraph of article 23 of the Mining Law and article 78 of the
Commerce Code, is of a mercantile nature; therefore, for all that is not
expressly agreed herein and for the interpretation of and compliance with, this
Contract, the Mining Law, its Regulations and the Commerce Code shall apply,
and for all that is not provided in the abovementioned laws the Federal Civil
Code shall apply, as suppletory law.


 


All disputes arising out, deriving from or in
connection with, this Contract, shall be finally and definitively settled by
arbitration, under the Rules of Arbitration of the International Chamber
of Commerce (ICC), by one or three arbitrators appointed in accordance with the
said Rules.


 


The laws applicable to the subject matter
will be those mentioned in the first paragraph of this clause and any other
legal provisions resulting applicable in the United Mexican States.


 


The place of arbitration will be Mexico City,
Federal District, and the language to carry out the arbitration procedure will
be Spanish; however, the parties may enter or file before the arbitrator(s) documents
either in English or Spanish, as they were originally drafted and exchanged
between them, therefore, the arbitrator or arbitrators should have broad
knowledge of both languages. The award to be issued by the sole arbitrator or
the arbitral court will be definitive; therefore, the parties expressly waive
the right to file any subsequent recourse or remedy against said award.


 


TENTH.                            Official Version.                            Given that
this Contract will have legal effects in the United Mexican States, the parties
agree that if English and Spanish versions of this Contract are prepared only
for the benefit of the parties, the final version of this Contract executed in
Spanish and ratified before a Mexican Notary Public shall prevail for all legal
purposes.


 


Having read this document, the parties ratify
same in its entirety and sign it on                         ,
2007, in the City of Mexico City, Federal District.


 




	
  THE ASSIGNOR

  	
   

  	
  THE ASSIGNEE

  
	
  MINERA REINA ISABEL, S.A. DE C.V.

  	
   

  	
  MINERA PAREDONES AMARILLOS,

  
	
   

  	
   

  	
  S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Jorge Ogarrio Kalb

  	
   

  	
  Juan E. Pizarro-Suárez V.L.

  
	
  Attorney-in-fact

  	
   

  	
  Attorney-in-fact

  






 


D-7

















 


SCHEDULE “E”


PURCHASE
AND TERMINATION AGREEMENT


 


THIS AGREEMENT  dated
for reference the 19th day of December, 2007


 


AMONG:                                                                                           KLAUS GENSSLER, businessman of 26 Farnham Park Drive,
Houston, Texas, U.S.A., 77024, GENSSLER
INVESTMENT PARTNERSHIP, LLP, a Florida Limited Liability
Partnership, having an office at 2602 Juniper Court, Palm City, Florida,
U.S.A., 34990, DOUGLAS D. FOOTE,
businessman of 2653 Stout Street, Denver, Colorado, U.S.A., 80205 and SYNERGEX GROUP LIMITED PARTNERSHIP, a
Delaware Limited Partnership, having an office at 19 Cobb Island Drive,
Greenwich, Connecticut, U.S.A., 06830


 


(hereinafter collectively referred to as
the “SM Group”)


 


AND:                                                                                                               GRANDCRU RESOURCES
CORPORATION, a body
corporate duly incorporated and existing under the laws of the Province of British
Columbia, Canada and having an office at Suite 1780-400 Burrard Street,
Vancouver, British Columbia, Canada, V6C 3A6


 


(“Grandcru”)


 


AND:                                                                                                               MINERA PAREDONES
AMARILLOS, S.A. DE C.V., a body corporate duly incorporated and existing under the laws
of the United Mexican States and having an office at Suite 5,
7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127.


 


(“MPA”)


 


AND:                                                                                                               VISTA GOLD CORP., a body
corporate duly incorporated and existing under the laws of the Yukon Territory,
Canada and having an office at Suite 5, 7961 Shaffer Parkway, Littleton,
Colorado, U.S.A., 80127


 


(“Vista” and together with the SM Group,
Grandcru and MPA, the “Parties”)


 


WHEREAS:


 


A.                                   Grandcru
and Vista have entered into a letter agreement dated December 19, 2007
(the “Purchase Agreement”),
pursuant to which, among other things, Grandcru has agreed to terminate and
relinquish all of its title to and interests in the mining concessions set out
in Appendix A attached hereto (the “San
Miguel Concessions”), upon the terms and conditions set forth in the
Purchase Agreement;


 


B.                                     The
SM Group and Minera GRC, S.A. de C.V. (“Minera
GRC”) entered into an option agreement dated for reference the 24th
day of February 2004 (the “Option
Agreement”);


 


E-1

















 


C.                                     The
SM Group and Grandcru entered into an agreement of guarantee dated for
reference the 24th day of February 2004 (the “Agreement of Guarantee”) pursuant to which
Grandcru irrevocably and unconditionally guaranteed to the SM Group the full
and timely performance by Minera GRC of each and every obligation of Minera GRC
under the Option Agreement;


 


D.                                    the
Agreement of Guarantee and the Option Agreement contemplate that Minera GRC is
a body corporate incorporated under the laws of the United Mexican States and
is a subsidiary of Grandcru, nonetheless, Minera GRC, to the best of the
knowledge of Grandcru, has never been incorporated under the laws of the United
Mexican States and is not a subsidiary of Grandcru and as a result, Grandcru is
obligated under the Agreement of Guarantee to perform Minera GRC’s
obligations under the Option Agreement; and


 


E.                                      in
connection with the Purchase Agreement, Grandcru and the SM Group wish to
terminate the Option Agreement and the Agreement of Guarantee and Vista wishes
to purchase, through its Mexican subsidiary MPA, and the SM Group wish to sell,
through Minera Reina Isabel, S.A. de C.V. (“MRI”),
a Mexican company, to Vista, through its Mexican subsidiary, MPA, the San
Miguel Concessions subject to the terms and conditions contained in this
agreement.


 


NOW, THEREFORE in consideration of the mutual
covenants and premises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereto covenant and agree as follows:


 


1.                                                                                       Representations and Warranties of the SM Group.


 


1.1                                The SM Group
represents and warrants to Vista and MPA that to the best of its knowledge,
information and belief, without making any other inquiries or otherwise
undertaking any investigation:


 


(a)                                  no
person other than MRI and the SM Group has any interest in any of the mining
concessions comprised in the San Miguel Concessions (as set forth in Appendix A
attached hereto) or production therefrom derived by, through or under the SM
Group or Compañía Minera Mariposa, S.A. de C.V.; and


 


(b)                                 there
has been no material violation of the applicable mining, labour, environmental
and taxation laws in the course of operations on the San Miguel Concessions,
other than the failure to pay certain taxes or concession fees, or both.


 


1.2                                The SM Group
represents and warrants to Vista and MPA that it has the full right and
authority to enter into this agreement and to cause MRI to transfer to Vista or
MPA all of SM Group’s right, title and working interest in and to the San
Miguel Concessions in accordance with the provisions contained herein.


 


E-2














 


2.                                                                                       Representation and Warranty and Indemnity of the San Miguel
Group and of Grandcru.  Grandcru
and the SM Group represent and warrant to Vista and to MPA that the San Miguel
Concessions are free and clear from the net smelter return royalty agreed to on
October 25, 1996 in favor of Compañía Minera Mariposa, S.A. de C.V. (the “1996 NSR Royalty”) and each of Grandcru and
the SM Group, jointly and severally, hold Vista and MPA free and harmless from
any and all claims that could be initiated against Vista, MPA and their
successors and assigns, by any party that may claim to be holder of the
1996 NSR Royalty and to indemnify, Vista, MPA and their affiliates, successors
and assigns, and their directors, officers, employees, agents and attorneys
from and against all costs, expenses, damages or liabilities, including
attorneys’ fees and other costs of litigation (either threatened or pending)
arising out of any claim in any way related or connected to an attempt to
enforce the 1996 NSR Royalty.


 


3.                                                                                       Purchase and Sale. The SM Group
hereby agrees to sell, through MRI, and Vista hereby agrees to purchase,
through its Mexican subsidiary, MPA, on the Closing Date (as defined in the
Purchase Agreement) (the “Effective Date”),
all of the rights, title and interest of the SM Group and MRI in and to the San
Miguel Concessions and all interest in minerals or mineral tenures, or any
rights or options to acquire any such interest(s) in consideration for: (i) US$75,000
payable in cash to the SM Group on the Effective Date, and (ii) the grant
to the SM Group of a net smelter return royalty (the “NSR”) with respect to the production of
minerals from the San Miguel Concessions, as described in Appendix B attached
hereto. For greater certainty, a breach of, failure of or inaccuracy in any one
or more of the declarations, representations or warranties in the Contract of
Assignment entered into, or to be entered into, between MRI and MPA will not
effect the valid and binding nature of this Agreement (including the NSR).


 


4.                                                                                       Net Smelter Return Royalty Buy-Down.


 


4.1                                 The SM Group
hereby grants to Vista and MPA the right to buy up to a 100% interest in the
NSR by making a one time payment to the SM Group at any time. The amount of the
payment required to purchase the entire NSR shall be US$1,000,000. If a lesser
percentage of the NSR is to be purchased, the US$1,000,000 payment shall be pro
rated accordingly. For example, if one half of the NSR is intended to be
purchased, the required purchase price shall be one half of US$1,000,000.


 


4.2                                 On exercise of
the buy-down granted in subsection 4.1, the Parties shall execute all such
documentation as may be reasonably required to complete the same.


 


5.                                                                                       Costs and Fees. Each Party
shall be responsible for payment of its own expenses, including legal and
accounting fees, in connection with the execution of this Agreement and the
transactions contemplated hereby, whether or not such transactions are
completed.


 


6.                                                                                       Termination of the Option Agreement and the Agreement of
Guaranty:  Each
of Grandcru, on its own behalf and on behalf of Minera GRC, and the SM Group
acknowledge and agree 


 


E-3

















 


that effective as of the
Effective Date, the Option Agreement and the Agreement of Guarantee are
terminated, without any further act or formality, and the Option Agreement and
the Agreement of Guarantee are of no further force or effect as of such date.


 


7.                                                                                      Assignment:  Vista may not
transfer or assign its interest in the San Miguel Concessions, unless it has
obtained the prior written consent of the SM Group, which consent will not be
unreasonably withheld.


 


8.                                                                                       Further Assurances:  Each of the
Parties shall at all times hereafter execute and deliver, at the request of
another Party, all such further documents and instruments and shall do and perform all
such further acts as may be reasonably required by that other Party to
give full effect to the intent and meaning of this Agreement.


 


9.                                                                                       Binding Effect:
 This
Agreement shall enure to the benefit of and be binding upon the Parties hereto
and their respective successors and permitted assigns.


 


10.                                                                                 Time of Essence:  Time shall be of the essence of this
Agreement.


 


11.                                                                                 Governing Law:  This Agreement
shall be governed by, and construed in accordance with, the laws of the Province
of British Columbia and the federal laws of Canada applicable therein.


 


12.                                                                                 Counterparts:  This Agreement may be
executed by the parties and transmitted by facsimile or other electronic means,
and if so executed and transmitted, this Agreement will be for all purposes as
effective as if the parties had delivered an executed original Agreement. This
Agreement may be executed in any number of counterparts, all of which
together shall constitute one and the same document.


 


IN WITNESS
WHEREOF this Agreement has been executed on the day and year first above
written.


 


	
   

  	
   

  	
  GENSSLER INVESTMENT PARTNERSHIP

  LLP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
  KLAUS GENSSLER

  	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNERGEX GROUP LIMITED
  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
  DOUGLAS D. FOOTE

  	
   

  	
   

  	
  General Partner

  



 


E-4

















 


	
  GRANDCRU RESOURCES
  CORPORATION

  	
   

  	
  MINERA PAREDONES
  AMARILLOS, S.A. DE

  C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  W. Glen Zinn, President and CEO

  	
   

  	
   

  	
  Howard Harlan, Legal Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VISTA GOLD CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Howard Harlan, Vice President, Business

  Development

  	
   

  	
   

  



 


E-5

















 


APPENDIX A


 


SAN MIGUEL CONCESSIONS


 


	
  Claim Name

  	
   

  	
  Title Number

  	
   

  	
  Surface Area

  
	
  Norma

  	
   

  	
  177858

  	
   

  	
  150.0000
  hectares

  
	
  San Manuel

  	
   

  	
  188187

  	
   

  	
  55.7681
  hectares

  
	
  El Padre Santo

  	
   

  	
  196148

  	
   

  	
  50.0000
  hectares

  
	
  Santo Niño

  	
   

  	
  211513

  	
   

  	
  44.0549
  hectares

  
	
  El Faisan

  	
   

  	
  211471

  	
   

  	
  2.6113
  hectares

  
	
  Patricia

  	
   

  	
  212775

  	
   

  	
  26.2182
  hectares

  
	
  Martha I

  	
   

  	
  213234

  	
   

  	
  46.6801
  hectares

  
	
  San Pedro

  	
   

  	
  212753

  	
   

  	
  9.0000
  hectares

  
	
  San Pablo

  	
   

  	
  212752

  	
   

  	
  11.1980 hectares

  
	
  Nueva Esperanza

  	
   

  	
  184912

  	
   

  	
  33.0000
  hectares

  
	
  San Miguel

  	
   

  	
  185761

  	
   

  	
  11.7455
  hectares

  



 


E-6

















 


APPENDIX B


 


NSR


 


MPA shall pay to
the SM Group a NSR equal to two per cent (2%) of the Net Value of all ores,
minerals, metals, and materials mined and removed from the San Miguel
Concessions and sold or deemed to have been sold by or for MPA or MPA’s
designee. The NSR shall be paid to the members of the SM Group in the following
proportions:  Synergex Group Limited Partnership
45.25%, Genssler Investment Partnership LLP 22.625%, Klaus Genssler 22.625% and
Douglas D. Foote 9.5%. Vista guarantees the timely and full payment by MPA of
the NSR to the SM Group. The obligation to pay NSR shall accrue upon the
outturn of refined metals meeting the requirements of the specified published
price to the account of MPA or MPA’s designee (or to a third party account for
the benefit of MPA or MPA’s designee) or the sooner sale of unrefined metals,
dore, concentrates, ores or other mineral products or materials as hereinafter
provided.


 


a.                                       As
used herein. Net Value means the Gross Value (as defined below) of such ores,
minerals, metals or materials, less:


 


1.                                       all costs, charges and expenses paid or incurred by MPA or MPA’s
designee with respect to products of such ores, minerals or materials for
treatment in the smelting and refining processes (including handling,
processing, and provisional settlement fees, representation costs, penalties,
and other processor deductions);


 


2.                                       all costs, charges and expenses paid or incurred by MPA or MPA’s
designee for transportation (including freight, insurance, security,
transaction taxes, handling, port, demurrage, delay, and forwarding expenses
incurred by reason of or in the course of such transportation) of ores,
minerals, concentrates or other products or materials from the San Miguel
Concessions to the place of smelting and refinery treatment and then to the
place of sale; and


 


3.                                       sales, use, severance, net proceeds of mine, and ad valorem taxes
and any other tax on or measured by mineral production from the San Miguel
Concessions or the value of such production (other than income taxes).


 


b.                                      As
used herein, Gross Value shall have the following meanings for the following
categories of metals, minerals, minerals products and other materials produced
from the San Miguel Concessions and sold or deemed sold by MPA or MPA’s
designee, calculated each calendar month:


 


1.                                       If MPA or MPA’s designee causes refined gold meeting or exceeding
generally accepted commercial standards for the sale of refined gold (it being
understood that the specification for refined gold published by the London
Bullion Market Association presently meets such standards) to be produced from
ores mined from the San Miguel Concessions, for purposes of determining the NSR
the refined gold shall be deemed to have been sold at the Monthly Average Gold
Price (as defined below) for the calendar month in which it was produced, and
the Gross Value shall be determined by multiplying Gold Production (as defined
below) during the calendar month by the Monthly Average Gold Price. As used
herein, Gold Production means the quantity of refined gold outturned to MPA’s
or MPA’s designee’s pool account (or to a third party account for the benefit
of MPA or MPA’s designee) during the calendar month by an independent
third-party refinery for gold produced from the San Miguel Concessions on
either a provisional or final settlement basis. As used herein, Monthly Average
Gold Price means the 


 


E-7

















 


average London Bullion Market Association P.M.
Gold Fix, calculated by dividing the sum of all such prices reported for the
calendar month by the number of days in the month for which such prices were
reported.


 


2.                                       If MPA or MPA’s designee causes refined silver meeting or exceeding
generally accepted commercial standards for the sale of refined silver (it
being understood that the specification for refined silver published by Handy &
Harman presently meets such standards) to be produced from ore mined from the
San Miguel Concessions, for purposes of determining the NSR the refined silver
shall be deemed to have been sold at the Monthly Average Silver Price (as
defined below) for the calendar month in which it was produced, and the Gross
Value shall be determined by multiplying Silver Production (as defined below)
during the calendar month by the Monthly Average Silver Price. As used herein,
Silver Production means the quantity of refined silver out turned to MPA’s or
MPA’s designee’s pool account (or to a third party account for the benefit of
MPA or MPA’s designee) during the calendar month by an independent third-party
refinery for silver produced from the San Miguel Concessions on either a
provisional or final settlement basis. As used herein, Monthly Average Silver
Price means the average London Bullion Market Association daily Silver Fix,
calculated by dividing the sum of all such prices reported for the calendar
month by the number of days in the month for which such prices were reported.


 


3.                                       If MPA or MPA’s designee causes refined or processed metals other
than refined gold and silver to be produced from ores mined from the San Miguel
Concessions, for purposes of determining the NSR the refined or processed metal
shall be deemed to have been sold at the Monthly Average Metal Price (as
defined below) for such metal for the calendar month in which it was produced,
and the Gross Value shall be determined by multiplying Other Metal Production
(as defined below) of such metal during the calendar month by the Monthly
Average Metal Price for such metal. As used herein, “Other Metal Production”
means the quantity of a metal outturned to MPA’s or MPA’s designee’s pool
account (or to a third-party account for the benefit of MPA or MPA’s designee)
during the calendar month by an independent third-party refinery for such metal
produced from the San Miguel Concessions on either a provisional or final
settlement basis. As used herein, Monthly Average Metal Price means the average
price of such metal for immediate delivery in an established North American
market or on the London Metal Exchange, as selected by MPA or MPA’s designee,
as published in Metals Week or a similar publication, calculated by dividing
the sum of all such prices reported for such metal for the calendar month by
the number of days in the month for which such prices were reported.


 


4.                                       If MPA or MPA’s designee sells raw ores principally valuable for
their precious metals content or concentrates of precious metals or dore
produced from ores mined from the San Miguel Concessions, then the Gross Value
shall be calculated as set forth above in Paragraphs b.l, b.2, and b.3 except
that the Gold Production, Silver Production or Other Metal Production shall, in
each case, be equal to the gold, silver and other metals contained in such raw
ores, concentrates or dore sold in the calendar month multiplied by (i) the
recovery rate contractually determined between MPA or MPA’s designee and an
independent third-party processor or (ii) if there is not a specifically
contracted recovery rate, then by an assumed recovery rate equal to the average
recovery rate for such metal during beneficiation of such ores by an
independent third-party processor for the latest calendar quarter ended prior
to such calendar month in which ores, concentrates or dore from the San Miguel
Concessions were beneficiated, and in the event that such ores have not been so
beneficiated during any such calendar quarter, the recovery rate shall be the
actual recovery rate experienced by the independent third-party purchaser of
such ores, concentrates or dore.


 


5.                                       In the event that MPA or MPA’s designee sells other raw ores,
concentrates, other products produced from ores, or other materials mined or
produced from the San Miguel Concessions, then the Gross Value shall be equal
to the amount of the proceeds actually received by MPA or MPA’s designee during
the calendar month from the sale of the same in an arms-length transaction with
an independent 


 


E-8

















 


third party. If the sale transaction is not
an arms-length transaction with an independent third party, then the Gross
Value shall be equal to the amount of the proceeds that would have been
received in a bona fide arms-length transaction with an independent third
party.


 


c.                                       MPA
or MPA’s designee shall have the right to mix or commingle, at any location and
either underground or at the surface, any ores, metals, minerals, mineral
products or other materials from the San Miguel Concessions with any ores,
metals, minerals, mineral products or other materials from other lands,
provided that MPA or MPA’s designee shall determine the weight and volume of,
and shall sample and analyze the sample of all such ores, metals, minerals,
mineral products and other materials before the same are mixed or commingled. Any
such determination of weight and volume, sampling and analysis shall be done in
accordance with practices and procedures generally accepted as sound throughout
the North American mining industry. The weight or volume (as appropriate) so
determined and the analysis results shall be used as the basis to calculate
that portion of the refined gold, silver, other metals, raw ores, concentrates,
other products produced from ores, or other materials from or constituting the
portion of the mixed or commingled materials which constitutes Gold Production,
Silver Production, Other Metal Production, or other raw ores, concentrates,
other products produced from ores or other materials on which a NSR is due
under this Appendix B. A sealed split of each sample and a copy of the record
of the weight and volume determination, analysis procedure and analysis results
shall be maintained by MPA or MPA’s designee for the period of time provided in
paragraph (h), below, for the SM Group to have audited the accounts and records
of MPA or MPA’s designee pertaining to the material contained in the sample. The
SM Group may itself inspect or cause to be inspected such determination
and analysis records and may require the sealed sample to be sent for
analysis by an independent laboratory selected by the independent auditor
provided for in paragraph (h). The independent laboratory results shall be
determinative and the cost of analysis shall be borne on the same basis as
provided for audit costs in paragraph (h).


 


d.                                      Where
outturn of refined metals is made by an independent third-party refinery on a
provisional basis, the Gross Proceeds shall be based upon the amount of refined
metal credited by such provisional settlement, but shall be adjusted in
subsequent statements to account for the amount of refined metal established by
final settlement by the refinery.


 


e.                                       The
SM Group acknowledges that the purpose of paragraphs b.1, 2 and 3 above is to
pay the SM Group a NSR on the basis of the value of the refined gold, silver
and other refined or processed metals produced from ores mined from the San
Miguel Concessions as established by the London Bullion Market Association P.M.
Gold Fix for gold, the average London Bullion Market Association daily Silver
Fix for silver, and the North American or London Metal Exchange published price
in Metals Week for any other metal subject to royalty on a published price
basis, regardless of the price or proceeds actually received by MPA or MPA’s
designee or any affiliate for or in connection with such metal, or the manner
in which a sale of refined metal to a third party is made by MPA or any
affiliate. The SM Group further acknowledges that MPA or MPA’s designee or any
affiliate shall have the right to market and sell or refrain from selling
refined gold and silver and other refined or processed metal produced from the
San Miguel Concessions in any manner it may elect, and that MPA or MPA’s
designee and its or their affiliates shall have the right to engage in forward
sales, futures trading or commodity options trading, and other price hedging,
price protection, and speculative arrangements (“Trading Activities”) which may involve
the possible delivery of gold or silver or other metals produced from the San
Miguel Concessions. The SM Group specifically acknowledges and agrees that the
NSR shall not apply to, and the SM Group shall not be entitled to participate
in, the proceeds generated by MPA or MPA’s designee or its or their affiliates
in Trading Activities or in the actual marketing or sales of refined gold and
silver and other metals. MPA and MPA’s designee shall not be entitled to deduct
from Gross Proceeds any losses suffered by MPA or MPA’s designee or its or
their affiliates in Trading Activities in determining the Net Proceeds of any
refined or processed metal subject to the NSR.


 


E-9

















 


f.                                         NSR
payments shall become due and payable quarterly on the last day of the month
next following the end of the calendar quarter in which the same accrued. NSR
payments shall be accompanied by a statement showing in reasonable detail on a
calendar month basis the quantities and grades of the refined metals, dore,
concentrates, other mineral products, ores or other materials produced from the
San Miguel Concessions and sold or deemed sold by MPA or MPA’s designee in the
preceding calendar quarter; the date of outturn or sale; the monthly average
price determined as provided above for refined or processed metals on which NSR
is due; the proceeds of sale for other mineral products or other materials on
which NSR is due under paragraph b.5, above; deductions applied to derive Net
Value from Gross Value; and other pertinent information in sufficient detail to
explain the calculation of the NSR payment.


 


g.                                      Quarterly
royalty statements shall also list the quantity and quality of any gold or
silver dore which has been retained as inventory for more than sixty (60) days.
The SM Group shall have fifteen (15) days after receipt of the statement to
either (1) request that the dore be deemed sold as provided in paragraphs
b.1, 2 and 3, above, as of the fifteenth day after receipt of such statement
utilizing the mine weights and assays for such dore and utilizing a deemed
charge for all deductions specified in paragraph a. above, which shall be based
upon the most recent charges to MPA or MPA’s designee for such services by an
unaffiliated third party, or (2) elect to wait until the time that refined
gold or silver or other refined or processed metal from such dore is actually
outturned to MPA or MPA’s designee or such dore is sooner sold by MPA or MPA’s
designee. The failure of the SM Group to respond within such time shall be
deemed to be an election under (2) above. No NSR shall be due with respect
to stockpiles of ores or concentrates unless and until such ores or
concentrates actually are sold.


 


h.                                      All
NSR payments shall be considered final and in full satisfaction of all
obligations of MPA with respect thereto, unless the SM Group gives MPA written
notice describing and setting forth a specific objection to the determination
thereof within one hundred twenty (120) days after receipt by the SM Group of
the quarterly royalty statement. If the SM Group objects to a particular
quarterly statement as herein provided, the SM Group shall, for a period of
sixty (60) days after MPA’s receipt of notice, and at a reasonable time, have
the right to have accounts and records of MPA’s or MPA’s designee or both
relating to the calculation of the NSR in question audited by a certified
public accountant reasonably acceptable to the SM Group and to MPA, and MPA
shall cooperate in such audit in every way reasonably requested by the auditor.
Any internationally recognized major accounting firm proposed by the SM Group
and not having performed work for either party within the 18 months prior to
such proposal shall be deemed mutually acceptable. If such audit determines
that there has been a deficiency or an excess in the payment made to the SM
Group, such deficiency or excess shall be resolved by adjusting the next
quarterly NSR payment due hereunder, or by prompt payment by the party owing
money in the event there are no further, or insufficient, future NSR payments. The
SM Group shall pay all costs of such audit unless a deficiency of five percent
or more of the amount due to the SM Group is determined to exist. MPA shall pay
all costs of such audit if a deficiency of five percent or more of the amount
due to the SM Group is determined to exist. All books and records used by MPA
or MPA’s designee to calculate Production Royalties due hereunder shall be kept
in accordance with United States or Canadian generally accepted accounting
principles consistently applied. Failure on the part of the SM Group to
make claim on MPA for adjustment in such 120-day period shall establish
conclusively for all purposes the correctness of that quarterly royalty
statement.


 


i.                                          All
NSR payments shall be made to the SM Group in United States Dollars at the
address for notices to the SM Group. Each payment shall be deemed made if a
check drawn on a U.S. bank or a U.S. funds bank draft issued by a Canadian
Chartered Bank or a U.S. funds bank draft issued by a principal Mexican
commercial bank in the amount payable is dispatched to each of the respective
members of the SM Group by recognized international courier service on or
before the date the payment 


 


E-10

















 


is to be made and such check or bank draft is honored
in due course when presented to the bank upon which it is drawn.


 


j.                                          All
acts and omissions by MPA’s designee in respect of the subject matter of this
Appendix B shall be deemed to be acts and omissions of MPA.


 


E-11

















 


SCHEDULE “F”


 


CONTRACT OF ASSIGNMENT
(SECTION 3(c))


 


CONTRACT OF
ASSIGNMENT OF RIGHTS ENTERED INTO BY AND BETWEEN, AS A FIRST PARTY, DESARROLLOS
MINEROS SAN LUIS, S.A. DE C.V. (HEREINAFTER IDENTIFIED AS THE “ASSIGNOR”),
REPRESENTED HEREIN BY MR.                                            ;
AND, AS A SECOND PARTY, MINERA PAREDONES AMARILLOS, S.A. DE C.V. (HEREINAFTER
IDENTIFIED AS THE “ASSIGNEE”), REPRESENTED HEREIN BY MR.                                          ,
IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:


 


S T A T E M E N T S


 


I.                                         The ASSIGNOR hereby declares through its representative:


 


1.                                      That it is a Mexican mining company incorporated and existing in
accordance with the laws of the United Mexican States, as it is evidenced in the
public instrument number 73,194 dated July 26, 2005, granted before Mr. Miguel
Alessio Robles Notary Public number 19 for the City of Mexico, Federal
District, recorded in the Federal Taxpayers’ Registry under code DMS-050731-LX7
duly registered with the Public Registry of Commerce of its corporate domicile,
under folio number 338774 and also recorded at the Public Registry of Mining,
under number 303, at page 152 of volume 38 of the Book of Mining Companies
and that, in accordance with its corporate purpose it has the legal capacity
and no restrictions whatsoever to hold mining concessions as well as to enter
into contracts which subject matter are rights deriving from said concessions.


 


2.                                      That the representative of the ASSIGNOR has enough authority to act
in the name and on behalf of his principal, obligating the latter pursuant to
the terms and conditions of this Contract, as it is evidenced in the public
instrument number             ,
dated                   ,
        , granted before Mr.                                ;
Notary Public number        for the City of                                 ;
which authority has not been revoked, limited nor modified in any manner
whatsoever as of the date of execution of this Contract.


 


3.                                      That the ASSIGNOR is the only holder of the rights deriving from the
mining concessions covering the mining lots named: “LOS REYES FRACCIÓN NORTE”,
title 212757; “LOS REYES FRACCIÓN SUR”, title 212758; “LOS REYES FRACCIÓN OESTE”,
title 210703; “LOS REYES DOS”, title 214131; “LOS REYES TRES”, title 214302; “LOS
REYES CUATRO”, title 217757; “LOS REYES CINCO”, title 216632; “LOS REYES SEIS”,
title 225122; “LOS REYES SIETE”, title 225123; and “LOS REYES 8”, title 226037
(hereinafter jointly identified as the “San
Luis Concessions”), which identification data are the following:


 


a)                                      “LOS REYES FRACCIÓN NORTE”, mining concession, title 212757, issued
on November 22, 2000, located in the Municipality of Cosalá, State of
Sinaloa, with a surface of 1,334.4710 hectares, recorded under number 57, page 29,
volume 317 of the Book of Mining Concessions of the Public Registry of Mining;


 


b)                                     “LOS REYES FRACCIÓN SUR”, mining concession, title 212758, issued on
November 22, 2000, located in the Municipality of Cosalá, State of
Sinaloa, with a surface of 


 


F-1

















 


598.0985 hectares, recorded
under number 58, page 29, volume 317 of the Book of Mining Concessions of
the Public Registry of Mining;


 


c)                                      “LOS REYES FRACCIÓN OESTE”, mining concession, title 210703, issued
on November 18, 1999, located in the Municipality of Cosalá, State of
Sinaloa, with a surface of 476.9373 hectares, recorded under number 163, page 82,
volume 311 of the Book of Mining Concessions of the Public Registry of Mining;


 


d)                                     “LOS REYES DOS”, mining concession, title 214131, issued on August 10,
2001, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 17.3662 hectares, recorded under number 351, page 176, volume 320 of
the Book of Mining Concessions of the Public Registry of Mining;


 


e)                                      “LOS REYES TRES”, mining concession, title 214302, issued on September 6,
2001, located in the Municipality of Tamazula, State of Durango, with a surface
of 197.0000 hectares, recorded under number 162, page 81, volume 321 of
the Book of Mining Concessions of the Public Registry of Mining;


 


f)                                        “LOS REYES CUATRO”, mining concession, title 217757, issued on August 13,
2002, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 11.1640 hectares, recorded under number 17, page 9, volume 331 of the
Book of Mining Concessions of the Public Registry of Mining;


 


g)                                     “LOS REYES CINCO”, mining concession, title 216632, issued on May 17,
2002, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 319.9852 hectares, recorded under number 332, page 166, volume 327 of
the Book of Mining Concessions of the Public Registry of Mining;


 


h)                                     “LOS REYES SEIS”, mining concession, title 225122, issued on July 22,
2005, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 427.6609 hectares, recorded under number 182, page 91, volume 351 of
the Book of Mining Concessions of the Public Registry of Mining;


 


i)                                         “LOS REYES SIETE”, mining concession, title 225123, issued on July 22,
2005, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 4.8206 hectares, recorded under number 183, page 92, volume 351 of the
Book of Mining Concessions of the Public Registry of Mining; and


 


j)                                         “LOS REYES 8”, mining concession, title 226037, issued on November 15,
2005, located in the Municipality of Cosalá, State of Sinaloa, with a surface
of 9.0000 hectares, recorded under number 17, page 9, volume 354 of the
Book of Mining Concessions of the Public Registry of Mining.


 


Attached hereto, as Exhibit I,
are the originals of the titles of mining concession covering each one of the
San Luis Concessions described in subparagraphs a) through j) of this
declaration.


 


F-2














 


4.             That the ASSIGNOR is current
in the compliance of the obligation consisting of the filing with the General
Direction of Mines of the reports of proof of assessment works carried out
within the San Luis Concessions, as it has had the obligation to do so,
according to the date of issuance of each one of the titles of mining
concession covering said lots. Attached hereto, as Exhibit II are
copies of the aforesaid reports of proof of assessment works filed since the
date of issuance of each one of the titles of mining concession covering the
San Luis Concessions including those filed in the year of 2007.


 


5.             That in respect of the
obligation to pay mining duties (surface taxes) every semester, the ASSIGNOR
acknowledges it is in arrears as it is shown in the list attached hereto as Exhibit III,
which adds to the amount of $12,267.00 Mex. Cy. (twelve thousand two hundred
and sixty seven pesos 00/100 Mex. Cy.), and therefore the ASSIGNOR agrees said
total amount of back taxes indicated therein is completely deducted from the
purchase price to be paid by the ASSIGNEE for this transfer, in order for the
ASSIGNEE to cover said amounts to the Mexican competent authorities, as
required.


 


Notwithstanding that mentioned in the
preceding paragraph, the ASSIGNOR further declares it has not received any
official communication from the Mexican mining authorities, whereby it has been
notified that the mining concessions covering the San Luis Concessions are
subject to a cancellation procedure for that particular reason and, therefore,
the mining concessions covering the San Luis Concessions continue in full force
and effect as of the date hereof.


 


6.             That the monuments
indicating the location of the starting point of each one of the San Luis
Concessions, are well preserved and built in the terms of the Mining Law and
its Regulations and maintained in the same place previously approved by the
mining authorities.


 


7.             That with respect to the
mining activities carried out within the San Luis Concessions as of the date
hereof, the ASSIGNOR declares that it is in full compliance with the laws and
regulations related to labor, tax and environmental matters; likewise, to the
best of the ASSIGNOR’s  knowledge:


 


(i)            The conditions
in respect of the San Luis Concessions and of the activities carried out
therein are in full compliance with the applicable environmental laws and
regulations, including but not limited to the storage and disposal of waste
materials;


 


(ii)           There are no
current orders or requirements related to environmental matters whereby any
restoration, work, construction or expenses with respect to the San Luis
Concessions and to the operations related thereto have been requested, nor has
the ASSIGNOR received any notice related to the foregoing, nor is aware of the
existence of any basis under which such orders or requirements could be issued;
and


 


(iii)          The mining
concessions covering the San Luis Concessions are not located within a Natural
Protected Area or Environmental Reserve whatsoever, whether federal or local,
nor has the ASSIGNOR received any communication informing the ASSIGNOR on the
possibility of the creation of a reserve of said nature over the area where the
San Luis Concessions are located.


 


The ASSIGNOR also declares that, to the
extent required, all of the authorizations needed to carry out works within the
San Luis Concessions prior to the date of execution of this Contract were duly
and timely obtained, including the authorization from the owners or holders of
the


 


F-3

















 


surface lands where the San Luis Concessions
are located; therefore, as of the date of execution of this document, no
environmental contingency, nor of any other nature exists, which may hinder the
validity of said mining concessions or that may involve or affect the ASSIGNEE
in any manner.


 


8.             That except for that stated
in the following declaration, in relation to a royalty agreed in favor of
Corporación Turística Sanluis, S.A. de C.V., all the rights deriving from the
mining concessions covering the San Luis Concessions are free of any liens,
encumbrances, burdens, claims, royalties, lawsuits and limitations of domain of
any nature, and that to the date of execution of this document, the ASSIGNOR
has not entered into any contract still in effect, nor will enter into any
contract, nor it has performed, nor will perform, any act with respect to the
San Luis Concessions, which could encumber, burden or limit, in any manner
whatsoever, the rights that it has over the abovementioned mining concessions;
therefore, the ASSIGNOR guaranties the existence, validity and availability of
the rights referred to herein, stating that it has clear and clean title to the
concessions covering the San Luis Concessions.


 


9.             That pursuant to an
agreement dated June 19, 2002 among Corporación Turística Sanluis, S.A. de
C.V., Luismin, S.A. de C.V. and Minas de San Luis, S.A. de C.V. (since assigned
to the ASSIGNOR by virtue of the spin-off of Minas de San Luis, S.A. de C.V.),
the parties agreed that the San Luis Concessions (except for “LOS REYES SEIS”,
title 225122 and “LOS REYES SIETE”, title 225123) are subject only to a 3%
(three percent) net smelter return royalty (the “Underlying Royalty”) payable
to Corporación Turística Sanluis, S.A. de C.V. and, therefore, in view of the
transfer contemplated herein the ASSIGNEE should subrogate itself in the
obligation to pay said Underlying Royalty to Corporación Turística Sanluis,
S.A. de C.V., and to any other obligation mentioned in the same Agreement,
releasing the ASSIGNOR hereby and compelling itself to be liable and
responsible for any complaint regarding the aforementioned.


 


10.          That the execution of this
Contract by the ASSIGNOR does not constitute a breach of any obligation among
its shareholders nor of any obligations between the ASSIGNOR and any third
party, either contractual or legal, therefore, the ASSIGNOR may freely dispose
of the rights deriving from the mining concessions covering the San Luis
Concessions and transfer the same to the ASSIGNEE.


 


11.          That this Agreement arises
from several agreements entered into in order to carry-out the assignment
mentioned in this Agreement, that is to say, that this Agreement together with
the foregoing and subsequent agreements shall form globally the assignment
resolutions agreed among the parties, among Goldcorp/Luismin and Vista Gold,
and among any of their subsidiaries or related companies.


 


12.          That based on all the
foregoing, the ASSIGNOR hereby wishes to enter into this Contract in order to
transfer to the ASSIGNEE all of the rights deriving from the mining concessions
covering the San Luis Concessions, in the terms and conditions set forth
herein.


 


II.            The ASSIGNEE hereby declares
through its representative:


 


1.             That it is a Mexican mining
company incorporated and existing in accordance with the laws of the United
Mexican States, as it is evidenced in the public instrument number 96,009,
dated August 21, 1984, granted before Mr. Fausto Rico Alvarez, Notary
Public number 6 for the Federal District and duly recorded with the Public
Registry of Commerce of said City under folio 


 


F-4

















 


number 72662, registered with the Federal
Taxpayer’s Registry under code MPA-840821-2Z0 and also recorded at the Public
Registry of Mining, under number 231, at page 179 of volume XXVI of the
Book of Mining Companies and that, according to its corporate purpose, it has
the legal capacity to hold mining concessions as well as to enter into
contracts which subject matter are rights deriving from said concessions.


 


2.             That the representative of
the ASSIGNEE has enough authority to act in the name and on behalf of its
principal, obligating the latter under the terms and conditions of this
Contract, as it is evidenced in the public instrument number             ,
dated               ,
        , granted before Mr.                                         ,
Notary Public number        for the Federal
District; which authority, as of the date of execution of this document, has
not been revoked, limited nor modified in any manner whatsoever.


 


3.             That the ASSIGNEE is the
only holder of the rights deriving from the mining concessions covering the
mining lots named: “LA VICTORIA”, title 210803; “PROLONGACIÓN DEL RECUERDO”,
title 210497; “PROLONGACIÓN DEL RECUERDO DOS”, title 209397; “ARCELIA ISABEL”,
title 193499; and, “DOLORES”, title 180909 (hereinafter jointly identified as
the “Gaitán Concessions”), and the
ASSIGNEE is in the process of acquiring from a third party all of the rights
deriving from the mining concessions covering the following lots:  “NORMA”, title 177858; “SAN MANUEL”, title
188187; “EL PADRE SANTO”, title 196148; “SANTO NIÑO”, title 211513; “EL FAISAN”,
title 211471; “PATRICIA”, title 212775; “MARTHA I”, title 213234; “SAN PEDRO”,
title 212753; “SAN PABLO”, title 212752; “NUEVA ESPERANZA”, title 184912; and, “SAN
MIGUEL”,  title 185761(hereinafter
jointly identified as the “San Miguel Group
Concessions”), with respect which the ASSIGNEE wishes to grant to
the ASSIGNOR a right to receive a royalty in the terms and conditions set forth
herein.


 


4.             That the ASSIGNEE wishes to
enter into this Contract, in order to acquire from the ASSIGNOR all of the
rights deriving from the San Luis Concessions, under the terms and conditions
set forth in this document.


 


5.             That the ASSIGNEE adopts in
which it corresponds, the content of statements 4, 5, 6, 10 and 11 of the
foregoing section I.


 


Given the foregoing declarations, the parties
agree on the following:


 


F-5

















 


C L A U S E S


 


FIRST.                         Purpose.                The ASSIGNOR hereby
transfers to the ASSIGNEE all of the rights deriving from the mining
concessions covering the San Luis Concessions, which identification data are
specified in subparagraphs a) through j) of statement I.3 of this Contract, in
the understanding that this transfer of rights to the ASSIGNEE is being
effected without any reserve or limitation of any nature whatsoever and free
and clear of any liens, encumbrances, burdens, claims, lawsuits, mortgages,
attachments or ownership limitations of any nature whatsoever, including but
not limited to third party rights of any kind, debts (except for the
outstanding mining duties described in declaration I.5 of this document),
restrictions either contractual or legal, royalties (except for the Underlying
Royalty described in declaration I.9) and contingencies or liabilities not
disclosed or revealed by the ASSIGNOR to the ASSIGNEE.


 


This Assignment of Rights is valid and
effective in the terms of this Contract and pursuant to that set forth in the
Mining Law, its Regulations and any other applicable legal provisions.


 


SECOND.              Consideration.                                         The
consideration that the parties have agreed for the assignment of rights subject
matter of this Contract, and which the ASSIGNEE shall pay to the ASSIGNOR is as
follows:


 


a)             A royalty equivalent to 1%
(one percent) of the net smelter returns (“NSR”)
to be obtained from gold, silver and other minerals produced and sold from the
San Luis Concessions and from the San Miguel Group Concessions; and,


 


b)            A royalty equivalent to 2% (two percent) or
3% (three percent) of the NSR to be obtained from gold, silver and other
minerals produced and sold from the Gaitán Concessions, depending on the gold
price (the (spot) market prices of gold during the relevant time period, as
announced by the London Bullion Houses (Second Fixing)) according to the
following schedule:


 


	
  Gold Price: US$/oz

  	
   

  	
  Percent (%) NSR payable to ASSIGNOR

  	
   

  
	
  $499.99 or less

  	
   

  	
  2.00

  	
  %

  
	
  $500.00 and above

  	
   

  	
  3.00

  	
  %

  



 


The abovementioned NSR Royalty shall be
calculated, paid and received pursuant to other terms and conditions set forth
in the document attached hereto as Exhibit IV.


 


THIRD.      Subrogation
in respect of the Underlying Royalty.   The ASSIGNEE
hereby subrogates itself in the obligation of paying the Underlying Royalty
described in declaration I.9  of this
Contract to Corporación Turística Sanluis, S.A. de C.V., consisting of a 3%
(three percent) NSR to be obtained from gold, silver and other minerals produced
and sold from the San Luis Concessions (except for the lots “LOS REYES SEIS”,
title 225122 and “LOS REYES SIETE”, title 225123 with respect to which said
Underlying Royalty shall not apply); being understood that this Underlying
Royalty shall also be calculated, paid and received pursuant to the terms and
conditions set forth in the document attached hereto as Exhibit IV.


 


F-6

















 


FOURTH.              Other
Obligations.              The ASSIGNEE
shall be responsible for complying with each and all obligations, contingencies
or requirements deriving from the activities to be carried out within the San
Luis Concessions as from the date of execution and ratification of this
Contract before a Notary Public by both parties, which include -among others-
the obligation to pay the outstanding mining duties determined on the San Luis
Concessions.


 


The ASSIGNOR shall be responsible for
complying with each and all obligations, claims, complaints, contingencies or
requirements that may derive from any acts or activities performed in respect
of the San Luis Concessions prior to the execution and ratification of this
Contract before a Notary.


 


FIFTH.                          Expenses, Fees and Taxes. Each party shall be
responsible of complying with the tax obligations corresponding to each one of
them, in accordance with that set forth in the applicable legal provisions.


 


Each party shall also be responsible for
payment of their own expenses, including legal and accounting fees, in
connection with the execution of this Contract; the above, except for the
notarial fees deriving from the ratification of this Contract before a Notary
Public and the duties for the filing of this Contract before the Public
Registry of Mining, which shall be borne by the ASSIGNEE.


 


SIXTH          Formalities.          The parties agree hereby to
ratify before a Mexican Notary Public the content and signatures of this
Contract and, for the purposes of that mentioned in the first paragraph of
article 23 of the Mining Law, and the ASSIGNEE expressly obligates itself to request
the registration of this Contract in the Public Registry of Mining, pursuant to
that set forth in the Mining Law and its Regulations.


 


SEVENTH.            Domiciles.             All the notices to be made
among the parties pursuant to this Contract shall be in writing, delivered at
their domiciles and, for such purpose, the parties designate the following
domiciles:


 


	
  THE ASSIGNOR:

  	
   

  	
  THE ASSIGNEE:

  
	
  Desarrollos
  Mineros San Luis, S.A de C.V.

  	
   

  	
  Minera
  Paredones Amarillos, S.A. de C.V.

  
	
  Pino
  Suárez 308 Ote.

  	
   

  	
  Sonora
  No 760

  
	
  Col.
  Centro

  	
   

  	
  Col.
  Pueblo Nuevo

  
	
  34000,
  Durango, Dgo.

  	
   

  	
  23060
  La Paz, B.C.S.

  
	
  Att’n:
  Mr.

  	
   

  	
  Att’n: Mr. Gonzalo
  Zavala

  



 


Any change of domicile or of representative
shall be notified in writing, delivered in an authentic manner. Notwithstanding
the foregoing, should any party not notify the other of any change of domicile,
it shall be understood that all notices delivered at the last domicile
designated shall be valid for all legal purposes.


 


EIGHTH.                Warranty of
Title.               Pursuant to
that set forth in the Mexican laws, the ASSIGNOR shall indemnify the ASSIGNEE
for any and all damages it may suffer in the event the ASSIGNEE is totally or
partially dispossessed by due process of law, of the rights on the 


 


F-7

















 


San Luis Concessions hereby transferred to
the ASSIGNEE, in the event that the abovementioned dispossession arises from an
omission of that mentioned in this Agreement or from a misrepresentation of the
ASSIGNOR that would have induced the ASSIGNOR to a mistake or error.


 


NINTH.                      Absence of Injury.               Notwithstanding the legal
nature of this Contract, the parties expressly declare that no injury derives
from the covenants contained in this document and, even in case it might exist,
they expressly waive the right to request the relative nullity referred to in
articles 2228 and 2239 of the Civil Code for the Federal District, and the
correlative articles of the Federal Civil Code and the correlative articles of
the Civil Codes of all of the States of the United Mexican States.


 


TENTH.                 Applicable Laws and Jurisdiction.   This Contract which is entered into in terms of that
provided in the last paragraph of article 23 of the Mining Law and article 78
of the Commerce Code, is of a mercantile nature; therefore, for all that is not
expressly agreed herein and for the interpretation of and compliance with, this
Contract, the Mining Law, its Regulations and the Commerce Code shall apply,
and for all that is not provided in the abovementioned laws the Federal Civil
Code shall apply, as suppletory law.


 


All disputes arising out, deriving from or in
connection with, this Contract, shall be finally and definitively settled in
arbitration, under the Rules of Arbitration of the International Chamber
of Commerce (ICC), by one or three arbitrators appointed in accordance with the
said Rules.


 


The laws applicable to the subject matter
will be those mentioned in the first paragraph of this clause and any other
legal provisions resulting applicable in the United Mexican States.


 


The place of arbitration will be México City,
Federal District, and the language to carry out the arbitration procedure will
be Spanish; however, the parties may enter or file before the arbitrator(s) documents
either in English or Spanish, as they were originally drafted and exchanged
between them, therefore, the arbitrator or arbitrators should have broad
knowledge of both languages. The award to be issued by the sole arbitrator or
by the arbitral court will be definitive; therefore, the parties expressly
waive the right to file any subsequent recourse or remedy against said award.


 


F-8

















 


ELEVENTH.          Official
Version.    Given that this Contract
will have legal effects in the United Mexican States, the parties agree that if
English and Spanish versions of this Contract are prepared only for the benefit
of the parties, the final version of this Contract executed in Spanish and
ratified before a Mexican Notary Public shall prevail for all legal purposes.


 


Having read this document, the parties ratify
same in its entirety and sign it on                         ,
2007, in the City of                         ,
                            .


 


 


	
  THE ASSIGNOR

  	
   

  	
  THE ASSIGNEE

  
	
  DESARROLLOS MINEROS SAN LUIS,

  	
   

  	
  MINERA PAREDONES AMARILLOS,

  
	
  S.A. DE C.V.

  	
   

  	
  S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Position:

  	
   

  	
   

  	
  Position:

  	
   

  
										



 


 


F-9

















 


SCHEDULE
“G”


 


TERMINATION AND PURCHASE AGREEMENT


 


                                THIS AGREEMENT  made as of the 21st day of December, 2007


 


AMONG:                               GOLDCORP INC., a
body corporate incorporated under the laws of the Province of Ontario, Canada
and having an office at Suite 3400 - 666 Burrard Street, Vancouver,
British Columbia, Canada, V6C 2X8 (“Goldcorp”),
LUISMIN, S.A. de C.V., a body
corporate incorporated under the laws of the United Mexican States and having
an office at Pino Suarez 308 OTE, Col. Centro, C.P. 34000, Durango, Dgo.,
Mexico (“Luismin”), and DESARROLLOS MINEROS SAN LUIS, S.A. DE C.V.,
a body corporate incorporated under the laws of the United Mexican States and
having an office at Pino Suarez 308 OTE, Col. Centro, C.P. 34000, Durango,
Dgo., Mexico (“DMSL”)


 


(Goldcorp,
Luismin and DMSL are collectively referred to as the “Luismin Group”)


 


AND:                                      GRANDCRU RESOURCES
CORPORATION, a body
corporate incorporated under the laws of the Province of British Columbia,
Canada and having an office at Suite 1780-400 Burrard Street, Vancouver,
British Columbia, Canada, V6C 3A6


 


(“Grandcru”)


 


AND:                                      MINERA PAREDONES
AMARILLOS, S.A. DE C.V., a body corporate incorporated under the laws of the United
Mexican States and having an office at Suite 5,
7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127


 


(“MPA”)


 


AND:                                      VISTA GOLD CORP., a body
corporate incorporated under the laws of the Yukon Territory, Canada and having
an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A.,
80127


 


(“Vista”
and together with the Luismin Group, Grandcru and MPA, are collectively
referred to as the “Parties”)


 


WHEREAS:


 


A.            Grandcru and
Vista entered into a letter agreement dated December 19, 2007 (the “Purchase Agreement”), pursuant to which,
among other things, Grandcru agreed to sell all of its title to and interests
in the mining concessions set out in Appendix
A attached hereto (collectively, the “San Luis Concessions”), to Vista upon the terms and conditions
set forth in the Purchase Agreement;


 


G-1

















 


B.            Wheaton River
Minerals Ltd. (subsequently amalgamated and now called Goldcorp Inc.), Luismin
and Minas de San Luis, S.A. de C.V. (“Sanluis”)
(since assigned to DMSL) entered into an agreement with Grandcru dated October 29,
2004 (the “Option Agreement”)
pursuant to which, among other things, Grandcru was granted the right, subject
to certain terms and conditions, to acquire all of Sanluis’ rights, title to
and interest in the San Luis Concessions; and


 


C.            In connection
with the Purchase Agreement, Grandcru and the Luismin Group wish to terminate
the Option Agreement and Vista wishes to purchase, through MPA, its Mexican
subsidiary, and DMSL (the registered holder of the San Luis Concessions) wishes
to sell to Vista, all of  DMSL’s rights,
title to and interest in the San Luis Concessions, all subject to the terms and
conditions contained in this Agreement.


 


                                NOW, THEREFORE in
consideration of the mutual covenants and premises contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto covenant and agree as follows.


 


1.                             Purchase and Sale.  DMSL hereby agrees to sell and Vista hereby
agrees to purchase, through MPA, on the Closing Date (as defined in the
Purchase Agreement) (the “Effective Date”),
all of DMSL’s rights, title to and interest in the San Luis Concessions and all
interest in minerals or mineral tenures, or any rights or options to acquire
any such interest(s), in consideration for the grant to DMSL of a net smelter
return royalty, as described in Appendix D
attached hereto, with respect to the production of minerals from the San Luis
Concessions set out in Appendix A,
the mining concession set out in Appendix B
(the “Gaitán Concessions”) and the
mining concession set out in Appendix C
(the “San Miguel Group Concessions”,
together with the San Luis Concessions and the Gaitán Concessions, the “Mining Concessions”).


 


2.                             Termination of the Option Agreement.  Each of the Parties acknowledge and agree
that effective as of the Effective Date, the Option Agreement is terminated,
without any further act or formality, and as of such date the Option Agreement
is of no further force or effect.


 


3.                             Representations and Warranties of Vista and MPA.  Vista and MPA each represent and warrant to
the Lusimin Group that:


 


(a)           each of Vista and MPA is a corporation or company
duly incorporated, amalgamated or formed, as the case may be, and validly
subsisting under the laws of its jurisdiction of incorporation, amalgamation or
formation, as the case may be, and is up to date with respect to all of its
corporate filings under those laws;


 


(b)           to the best of their knowledge, information and
belief, each of the Gaitán Concessions is, validly issued, is registered in the
name of MPA in the Public Registry of Mining of Mexico, is presently in good
standing, subject to compliance with applicable laws of Mexico in connection
therewith, and no person, other than the Mexican government and MPA, has any
interest in the Gaitán Concessions or production therefrom, subject only to a 2% net smelter return royalty
payable to Sr. Enrique Gaitan Maumejean pursuant to a Data Purchase Production
Payment Grant and Option to Purchase Production Payment Agreement dated August 1,
2003 between Enrique Gaitan Maumejean and Vista, which net smelter royalty
return may be acquired by Vista at anytime until July 31, 2053, at Vista’s
option, for U.S.$1,000,000; and


 


G-2

















 


(c)           each of Vista and MPA has the full right and
authority to enter into this Agreement,


 


4.                             Representations and Warranties of DMSL.  DMSL represents and warrants to Vista and to
MPA that:


 


(a)                                 on July 26, 2005,
Sanluis transferred to DMSL all of its rights, title to and interest in, the
San Luis Concessions, as is evidenced in public instruments 73,193 and 73,194
granted on such date and duly recorded in the Public Registry of Mining of
Mexico;


 


(b)           DMSL holds 100% of
the rights, title to and interest in the San Luis Concessions, subject only to
a 3% net smelter return royalty on all of the San Luis Concessions, except the
Los Reyes Seis and Los Reyes Siete concessions, payable to Sanluis Corporación
(successor by merger to Corporación Turística Sanluis, S.A. de C.V.) (the “Royalty Holder”) pursuant to an agreement
dated June 19, 2002 among the Royalty Holder, DMSL and Luismin (the “Underlying Royalty”);


 


(c)           to the best of DMSL’s knowledge, information and
belief, each of the mining concessions comprised in the San Luis Concessions and set forth in Appendix A attached hereto
is, validly issued, is registered in the name of DMSL in the Public Registry of
Mining of Mexico, is presently in good standing, subject to compliance with
applicable laws of Mexico in connection therewith, and no person, other than
the Mexican government, the Royalty Holder, Grandcru (pursuant to the Option
Agreement) and DMSL, has any interest in the San Luis Concessions or production
therefrom;


 


(d)           there is no buyout with respect
to the Underlying Royalty and the Underlying Royalty does not extend to, and
will not apply in respect of, any portion of the Mining Concessions other the
San Luis Concessions, except the Los Reyes Seis and Los Reyes Siete concessions
(and subsequent tenures in respect thereof);


 


(e)           to the best of DMSL’s knowledge, information and
belief, without making any other inquiries or otherwise undertaking any
investigation, all operations by or on behalf of Sanluis and DMSL on the San Luis Concessions have been in compliance
with all applicable mining, labour, environmental and taxation laws; and


 


(f)            DMSL
has the full right and authority to transfer to Vista through its Mexican
subsidiary, MPA, a 100% rights, title to and interest in the San Luis Concessions in accordance with the
provisions contained herein.


 


5.                             Representations and Warranties of the Luismin Group.  Goldcorp, Luismin and DMSL each represent and
warrant to Vista and MPA that:


 


(a)           each
of Goldcorp, Luismin and DMSL is a corporation or company duly incorporated,
amalgamated or formed, as the case may be, and validly subsisting under the
laws of its jurisdiction of incorporation, amalgamation or formation, as the
case may be, and is up to date with respect to all of its corporate filings
under those laws; and


 


G-3














 


(b)           each of Goldcorp,
Luismin and DMSL has the full right and authority to enter into this Agreement.


 


6.                              Costs and Fees.  Each Party shall be responsible for payment
of its own expenses, including legal and accounting fees, in connection with
the execution of this Agreement and the transactions contemplated hereby,
whether or not such transactions are completed.


 


7.                              Disputes.  Any dispute,
whether based on contract, tort, statute, or any other legal or equitable
theory, arising out of or relating to:


 


(a)           this Agreement or
the relationships which result from this Agreement;


 


(b)           the breach,
termination or validity of this Agreement; and


 


(c)           any issue related
to this Agreement or its scope, including the scope and validity of this
paragraph (a “Dispute”) shall be
resolved as follows:


 


(i)            the Parties shall endeavour
for a period of two weeks to resolve the Dispute by negotiation, which period
may be extended by agreement of the Parties;


 


(ii)           if negotiations are
unsuccessful, the Parties shall, at the request of either party, attempt to
mediate the Dispute before a mutually acceptable mediator, which mediation
shall be completed within three weeks of the request for mediation unless the
Parties extend the period in writing;


 


(iii)          if the Dispute is
not settled by mediation, the Dispute shall be submitted to binding arbitration
in accordance with the Commercial
Arbitration Act, 1996 (British Columbia), as amended and the Parties
agree as follows:


 


(A)          the arbitration shall be
conducted by a single arbitrator appointed as provided in the Commercial Arbitration Act, 1996 (British
Columbia), as amended, and such arbitrator shall be experienced in the subject
matter of the Dispute;


 


(B)           the arbitration shall be
conducted in Vancouver, British Columbia at a location to be selected by the
arbitrator;


 


(C)           the arbitrator may provide
for such discovery or disclosure of positions, experts, evidence as the
arbitrator deems to be prudent and efficient to the arbitration process;


 


(D)          the arbitrator shall issue a
written ruling on the Dispute within six months after the submission of the
Dispute to arbitration and the prevailing Party shall be entitled to an award
of costs and attorneys’ fees unless the arbitrator determines that each Party 


 


G-4

















 


should bear its own costs
and share the common costs or arbitration; and


 


(E)           the arbitrator’s decision,
including any judgment upon the award rendered by the arbitrator shall be final
and binding on the Parties and not subject to appeal or review and may be
entered by any court having jurisdiction thereof.


 


8.                             Further Assurances.  Each of the
Parties shall at all times hereafter execute and deliver, at the request of
another Party, all such further documents and instruments and shall do and
perform all such further acts as may be reasonably required by that other Party
to give full effect to the intent and meaning of this Agreement.


 


9.                             Binding Effect and Third Party Beneficiaries.  This Agreement shall enure to the benefit of
and be binding upon the Parties hereto and their respective successors and
permitted assigns only and shall not be construed to created third party
beneficiary rights in any other party or in any governmental organization or
agency.


 


10.                           Time of Essence:  Time shall be of the essence of this
Agreement.


 


11.                           Governing Law.  This Agreement
shall be governed by, and construed in accordance with, the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.


 


12.                           Integration.  This Agreement contains the entire
understanding of the Parties and supersedes all prior agreements and
understandings between the Parties relating to the subject matter hereof.  There are no promises, commitments, obligations,
duties or rights of the Parties except as set forth in this Agreement.


 


13.                           Counterparts.  This Agreement
may be executed by the parties and transmitted by facsimile or other electronic
means, and if so executed and transmitted, this Agreement will be for all
purposes as effective as if the parties had delivered an executed original
Agreement.  This Agreement may be
executed in any number of counterparts, all of which together shall constitute
one and the same document.


 


IN WITNESS WHEREOF this Agreement has been executed on the day and year
first above written.


 


 


	
  GOLDCORP INC.

  	
   

  	
  LUISMIN S.A. DE C.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: Anna Tudela  

  	
   

  	
   

  	
  Salvador Garcia

  
	
   

  	
  Title: Corporate Secretary

  	
   

  	
   

  	
  President

  



 


G-5

















 


	
  GOLDCORP INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: David Deisley  

  	
   

  
	
   

  	
  Title: Vice President and General Counsel

  	
   

  



 


G-6

















 


	
  DESARROLLOS MINEROS SAN LUIS,

  S.A. DE C.V.

  	
   

  	
  GRANDCRU RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
  Salvador Garcia, President

  	
   

  	
   

  	
  Brian Leeners, Chief Financial Officer

  



 


 


	
  MINERA PAREDONES AMARILLOS, S.A. 

  DE C.V.

  	
   

  	
  VISTA GOLD CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Howard Harlan, Legal Representative

  	
   

  	
   

  	
  Howard Harlan, Vice President, Business 

  Development

  



 


G-7

















 


APPENDIX
A

TO THE TERMINATION AND PURCHASE AGREEMENT


 


SAN LUIS CONCESSIONS


 


	
  Claim Name

  	
   

  	
  Title Number

  	
   

  	
  Surface Area

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Los
  Reyes 8

  	
   

  	
  226037

  	
   

  	
  9.0000 hectares

  
	
  Los
  Reyes Fracción Oeste

  	
   

  	
  210703

  	
   

  	
  476.9373 hectares

  
	
  Los
  Reyes Fracción Norte

  	
   

  	
  212757

  	
   

  	
  1,334.4710 hectares

  
	
  Los
  Reyes Fracción Sur

  	
   

  	
  212758

  	
   

  	
  598.0985 hectares

  
	
  Los
  Reyes Dos

  	
   

  	
  214131

  	
   

  	
  17.3662 hectares

  
	
  Los
  Reyes Tres

  	
   

  	
  214302

  	
   

  	
  197.0000 hectares

  
	
  Los
  Reyes Cinco

  	
   

  	
  216632

  	
   

  	
  319.9852 hectares

  
	
  Los
  Reyes Cuatro

  	
   

  	
  217757

  	
   

  	
  11.1640 hectares

  
	
  Los
  Reyes Seis*

  	
   

  	
  225122

  	
   

  	
  427.6609 hectares

  
	
  Los
  Reyes Siete*

  	
   

  	
  225123

  	
   

  	
  4.8206 hectares

  



 






Note: * These concessions are not subject to the
Underlying Royalty.


 


G-8

















 


APPENDIX
B

TO THE TERMINATION AND PURCHASE AGREEMENT


 


GAITÁN CONCESSIONS


 


	
  Claim Name

  	
   

  	
  Title Number

  	
   

  	
  Surface Area

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  La
  Victoria

  	
   

  	
  210803

  	
   

  	
  199.8708 hectares

  
	
  Prolongación
  del Recuerdo

  	
   

  	
  210497

  	
   

  	
  91.5951 hectares

  
	
  Prolongación
  del Recuerdo Dos

  	
   

  	
  209397

  	
   

  	
  26.6798 hectares

  
	
  Arcelia
  Isabel

  	
   

  	
  193499

  	
   

  	
  60.3723 hectares

  
	
  Dolores

  	
   

  	
  180909

  	
   

  	
  222.0385 hectares

  



 


G-9

















 


APPENDIX C

TO THE TERMINATION AND PURCHASE AGREEMENT


 


SAN MIGUEL GROUP CONCESSIONS


 


	
  Claim Name

  	
   

  	
  Title Number

  	
   

  	
  Surface Area

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Norma

  	
   

  	
  177858

  	
   

  	
  150.0000 hectares

  
	
  San
  Manuel

  	
   

  	
  188187

  	
   

  	
  55.7681 hectares

  
	
  El
  Padre Santo

  	
   

  	
  196148

  	
   

  	
  50.0000 hectares

  
	
  Santo
  Niño

  	
   

  	
  211513

  	
   

  	
  44.0549 hectares

  
	
  El
  Faisan

  	
   

  	
  211471

  	
   

  	
  2.6113 hectares

  
	
  Patricia

  	
   

  	
  212775

  	
   

  	
  26.2182 hectares

  
	
  Martha
  I

  	
   

  	
  213234

  	
   

  	
  46.6801 hectares

  
	
  San
  Pedro

  	
   

  	
  212753

  	
   

  	
  9.0000 hectares

  
	
  San
  Pablo

  	
   

  	
  212752

  	
   

  	
  11.1980 hectares

  
	
  Nueva
  Esperanza

  	
   

  	
  184912

  	
   

  	
  33.0000 hectares

  
	
  San
  Miguel

  	
   

  	
  185761

  	
   

  	
  11.7455 hectares

  



 


G-10

















 


APPENDIX D

TO THE TERMINATION AND PURCHASE AGREEMENT


 


NET SMELTER
RETURN ROYALTY


 


1.              Net Smelter
Return Royalty


 


(a)            MPA shall pay DMSL a quarterly production
royalty equivalent to the following:


 


1.00 % of the net smelter returns (“NSR”)
from gold, silver and other minerals produced and sold from the Mining
Concessions described in Appendices A and C attached to the Termination and
Purchase Agreement, being the San Luis Concessions and the San Miguel Group
Concessions.


 


2.00 % or 3.00 % of the NSR from gold, silver and other minerals
produced and sold from the Mining Concessions described on Appendix C attached
hereto, being the Gaitán Concessions, depending upon the average spot market
gold price, as announced by the London Bullion Houses (Second Fixing), during
the relevant calendar quarter according to the following schedule:


 


	
  Gold Price: US$ /oz

  	
   

  	
  % NSR payable to DMSL

  	
   

  
	
  $499.99 or less

  	
   

  	
  2.00

  	
  %

  
	
  $500.00 and above

  	
   

  	
  3.00

  	
  %

  



 


For the purposes of the NSR set out herein, NSR shall be determined by
multiplying (A) the gross number of troy ounces of gold and silver
contained in production (and for minerals other than gold and silver, the gross
amount of the particular mineral contained in production) from the applicable
Mining Concessions and delivered to the smelter, refiner, processor, purchaser
or other recipient of such production during the calendar quarter (B) by
the sales price for such gross amount determined in accordance with subsections
(b), (c) and (e) below, less, but only to the extent actually
incurred and borne by the entity operating the mine or mines on the Mining
Concessions (the “Operator”):


 


(i)             all actual charges and costs, including
insurance, for transportation of gold, silver or other minerals from the
Operator’s processing facilities at or near the Mining Concessions to the place
of sale, whether transported by the Operator or a third party;


 


(ii)            all actual charges, costs, deductions, and
penalties for treatment, smelting and refining the gold, silver or other
minerals (including any umpire charges) after said gold, silver or other
minerals leave the Operator’s processing facility at or near the Mining
Concessions.  For example, if the
Operator produces a gold and/or silver concentrate at its processing facility,
it shall be entitled to deduct all charges, costs, deductions, and penalties
incurred by it in smelting and refining that concentrate into a final product
for sale.  If the Operator produces a
gold and/or silver dore at its processing facility, which requires further
refining, it shall be entitled to deduct all charges, costs, deductions, and
penalties incurred by it in such further refining or processing.  If gold, silver or other minerals are
transported, processed, treated, smelted or refined by the Operator or an
affiliate of the Operator, the terms of charges, costs, penalties and
deductions thereof used for calculating the NSR shall be no less favorable than
those which would be extended to a non-affiliate party in an arms-length
transaction for 


 


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transportation, treatment, smelting, or refining of
a like quantity and quality of such gold, silver or other minerals; and


 


(iii)           severance, production, ad valorem, sales, net proceeds of mine and any
other similar taxes or fees on the production of gold, silver or other minerals
from the Mining Concessions.


 


(b)           In respect of the sale of gold from the Mining Concessions, the sales
price for any calendar quarter shall be calculated using the average of the
(spot) market prices of gold during such calendar quarter, as announced by the
London Bullion Houses (Second Fixing).


 


(c)            In respect of the sale of silver from the
Mining Concessions, the sales price for any calendar quarter shall be
calculated using the average of the (spot) market prices of silver during such
calendar quarter, as announced by the Hardy & Harmon Noon Silver
Quotation.


 


(d)            In the event the Operator does not sell the
gold or silver produced from the Mining Concessions during a quarter of
production, a “sale” for the
purposes of calculating production payments shall be deemed to have occurred on
the day the Operator receives a settlement statement from the refiner, setting
forth the number of troy ounces of gold and/or silver transferred to the
account of the Operator, or an affiliate or agent of the Operator.


 


(e)            In respect of the sale of minerals other than
gold and silver from the Mining Concessions, the sales price for any calendar
quarter shall be equal to the amount of the proceeds actually received by the
Operator during the calendar quarter from the sale of such minerals divided by
the total number of units of such minerals sold during the calendar quarter.


 


(f)             If any gold, silver or other minerals from
the Mining Concessions are sold for processing or treatment to a mill, smelter,
or other processing facility owned or controlled by the Operator (or any
subsidiary or affiliate of the Operator) or taken in kind by the Operator, then
the sums paid to the Operator shall be deemed to be no less than the sums the
Operator would have received if the sale had been to an independent mill,
smelter, or processing facility reasonably available to the Operator at the
time of delivery.


 


(g)            The parties agree that the Operator and MPA
(or Vista) shall have no obligation to account to DMSL for, and DMSL shall have
no interest or right of participation in, any profits or proceeds of future
contracts, forward sales, hedging or any other similar marketing mechanisms
employed by the Operator or MPA (or Vista) or their affiliates, with respect to
any gold, silver or other minerals produced from the Mining Concessions.


 


(h)            The Operator shall have the right to
commingle the gold, silver or other minerals produced from the Mining
Concessions with similar ore or minerals from other properties owned, leased,
or controlled by the Operator; provided, however, that before commingling the
Operator shall calculate from representative samples the average grade of the
gold, silver or other minerals from the Mining Concessions and shall either
weigh or volumetrically calculate the number of tons of ore from the Mining
Concessions to be commingled.  As
upgraded products (such as dore or concentrates) are produced from the
commingled gold, silver or other minerals, the Operator shall calculate from
representative samples the average percent recovery of such upgraded products
produced from the commingled gold, silver or other minerals.  In obtaining representative samples and
calculating the average grade of commingled ores and average percentage of
recovery, the Operator may use any procedures generally acceptable in the
mining and metallurgical industry that the Operator believes to be accurate and
cost effective for the type of 


 


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mining and processing activity being conducted.  In addition, comparable procedures may be
used by the Operator to apportion among the commingled gold, silver or other
minerals any penalty charges imposed by the refiner on commingled gold, silver
or other minerals or concentrates.  The
records relating to commingled gold, silver or other minerals shall be available
for inspection by DMSL, at DMSL’s sole expense, at all reasonable times.


 


(i)             All NSR payments owing to DMSL shall be paid
by check or wire transfer in US Dollars or its equivalent in Mexican
currency.  DMSL shall be paid NSR
payments quarterly, on or before the 30th day of the month following each
calendar quarter that the Operator receives proceeds from the sale of gold,
silver or other minerals produced from the Mining Concessions.  All NSR payments shall be made to the bank
account or address that DMSL specifies in writing to MPA.  DMSL may designate a different account or
receiving address to MPA by notice in writing. 
In the event of any future division of ownership interest in the NSR
payments, payment to a single address or account shall constitute full
satisfaction of MPA’s (or Vista’s) obligation to pay NSR payments, and MPA (or
Vista) shall be relieved from any responsibility and liability for the future
division of disbursements as among more than one payee of the NSR payments.


 


(j)             The Operator shall keep accurate records of
gold, silver or other minerals derived and sold from the Mining Concessions and
of calculations relative to NSR payments and commingled ore from the Mining
Concessions.  NSR payments and
adjustments shall be accompanied by a statement of NSR payment calculations,
deductions, and adjustments.  Within 180
days following the end of each calendar year, MPA (or Vista) shall furnish DMSL
with an audited year-end statement showing the amount of NSR payments paid to
DMSL during the year.  All year-end
statements shall be conclusively presumed true and correct two years from the
date furnished to DMSL, unless within said period DMSL takes written
exception.  Upon 30 days prior written
notice, DMSL shall be entitled to an annual independent audit of the matters
covered by the statement, during normal business hours and at DMSL’s expense,
provided it selects for the audit an international accounting firm of
recognized standing, at least one of whose members is a member of the American
Institute of Certified Public Accountants.


 


2.             Disputes


 


All Disputes
pertaining to the NSR, including but not limited to the calculation or payment
of the NSR, the commingling of ore or the procedures used by the Operator to
obtain representative samples and calculate the average grade of commingled
ores and average percentage of recovery, and the accounting for the NSR under
this Appendix D, shall be resolved as provided in the Termination and Purchase
Agreement to which this Appendix is appended.


 


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