Exhibit 10.35


 


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;


 


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


 


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


 


2

















 


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


 


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


 


6.                                                                                      Covenant of
Grandcru. Grandcru
covenants and agrees to direct Vista to pay to DSML U.S.$73,275.00 from the
amount payable by Vista to Grandcru under the Purchase Agreement on the
Effective Date.


 


3

















 


7.                                                                                      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.


 


8.                                                                                       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 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.


 


9.                                                                                      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.


 


4

















 


10.                                                                                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.


 


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


 


12.                                                                                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.


 


13.                                                                                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.


 


14.                                                                                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:

  	
   /s/ Anna Tudela

  	
   

  	
  By:

  	
   /s/ Salvador Garcia

  
	
   

  	
    Name:   Anna
  Tudela 

  	
   

  	
   

  	
  Salvador
  Garcia 

  
	
   

  	
    Title:   Corporate
  Secretary

  	
   

  	
   

  	
  President

  



 


	
  GOLDCORP
  INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ David L. Deisley

  	
   

  	
   

  
	
   

  	
    Name:   David
  L. Deisley  

  	
   

  	
   

  
	
   

  	
    Title:   Vice
  President and General Counsel

  	
   

  	
   

  



 


5

















 


	
  DESARROLLOS MINEROS SAN LUIS, 

  S.A. DE C.V.

  	
   

  	
  GRANDCRU RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Salvador Garcia

  	
   

  	
  By:

  	
   /s/ Brian Leeners

  
	
   

  	
  Salvador Garcia, President

  	
   

  	
   

  	
  Brian Leeners, Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MINERA
  PAREDONES AMARILLOS, 

  S.A. DE C.V.

  	
   

  	
  VISTA
  GOLD CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Howard M. Harlan

  	
   

  	
  By:

  	
   /s/ Howard M. Harlan

  
	
   

  	
  Howard Harlan, Legal
  Representative

  	
   

  	
   

  	
  Howard Harlan, Vice
  President, Business 

  Development

  



 


6

















 


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.


 


A-1

















 


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

  



 


B-1

















 


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

  



 


C-1

















 


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 


 


D-1

















 


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 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 


 


D-2

















 


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 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.


 


D-3