Exhibit
10.3


INDEMNITY


In accordance with a Finder’s Fee agreement (the “Agreement”)
dated for reference July 16, 2007 between ALLIED NEVADA GOLD CORP. (the “Company”)
and GLOBAL RESOURCE INVESTMENTS LTD. (the “Finder”), the Company agrees as
follows:


1.               The Company hereby covenants and
agrees to indemnify and hold harmless the Finder, and its associates and
affiliates, their respective directors, officers, employees, partners, advisors
and agents (collectively including the Finder, the “Indemnified Parties” and
individually, an “Indemnified Party”), to the full extent lawful, from and
against any and all expenses, losses, fines, penalties, claims, actions,
damages and liabilities, joint or several, (including the aggregate amount paid
in reasonable settlement of any actions, suits, proceedings, investigations or
claims and the reasonable fees and expenses of their counsel that may be
incurred in advising and defending any action, suit, proceeding, investigation
or claim that may be made or threatened against any Indemnified Party but not
including any amount for loss of profits) to which any Indemnified Party may
become subject or otherwise involved in any capacity under any statute or
common law or otherwise insofar as such expenses, losses, fines, penalties,
claims, actions, damages or liabilities relate to, are caused by, result from,
arise out of or are based upon, directly or indirectly, the performance of
services rendered by the Finder under the Agreement, or otherwise in connection
with the U.S. Financing (as defined in the Agreement).


2.               Notwithstanding the foregoing, this
indemnity shall not apply to the extent that a court of competent jurisdiction
in a final judgment that has become non-appealable shall determine that such
expenses, losses, fines, penalties, claims, actions, damages or liabilities to
which the Indemnified Party may be subject were directly caused by the
negligence, dishonesty, bad faith or wilful misconduct of the Indemnified Party
or were directly caused by a breach of any material term or condition of the
final executed Finders Certificate provided by the Finder, as set out in Exhibit
“A” of that Finders Agreement between the Parties dated July 16, 2007.


3.               If for any reason (other than
determinations as to any of the events referred to in paragraph 2 of this
indemnity) the foregoing indemnification is unavailable, in whole or in part,
to any Indemnified Party or is insufficient to hold any Indemnified Party
harmless, the Company will jointly and severally contribute to the aggregate
amount paid or payable by the Indemnified Party as a result of such expense,
loss, fine, penalty, claim, action, damage or liability in such proportion as
is appropriate to reflect not only the relative benefits received by the
Company on the one hand and the Finder or any other Indemnified Party on the
other hand, but also the relative fault of the Company, the Finder or any other
Indemnified Party as well as any relevant equitable considerations; provided
that the Company will in any event contribute to the amount or amounts paid or
payable by the Finder or any other Indemnified Party as a result of any such
expense, loss, fine, penalty, claim, action, damage or liability (except for
any such expense, loss, fine, penalty, claim, action, damage or liability which
is determined by a court of competent jurisdiction to have been caused directly
by the gross negligence, bad faith or wilful misconduct of the Indemnified
Party), the portion of such amount or of the aggregate of such amount that is
in excess of the amount of the consideration received by the Finder under the
Agreement.


4.               The Company agrees that if: (a) any
legal proceeding is brought against the Company or the Finder or any other
Indemnified Party by any person or entity, including without limitation any
governmental commission or regulatory authority, or (b) any stock exchange or
other entity having regulatory authority, either domestic or foreign,
investigates the Company or the Finder or any other Indemnified Party, and the
Finder or such other Indemnified Party is required to testify 













                        in connection therewith or is
required to respond to procedures designed to discover information regarding,
in connection with, or by reason of the Agreement, the engagement of the Finder
thereunder or the performance of services rendered by the Finder thereunder,
the Finder or such other Indemnified Party will have the right to employ its
own counsel in connection therewith, and the reasonable fees and expenses of
such counsel as well as the reasonable costs (including an amount to reimburse
the Finder for time spent by its, or any of its affiliates, directors,
officers, employees, shareholders, partners, advisors or agents (collectively, “Personnel”)
in connection therewith) and out-of-pocket expenses incurred by its Personnel
in connection therewith will be paid by the Company as they occur.


5.               Promptly after receiving notice of
an action, suit, proceeding or claim against the Finder or any other
Indemnified Party or receipt of notice of the commencement of any investigation
which is based, directly or indirectly, upon any matter in respect of which
indemnification may be sought from the Company, the Finder will (as to itself
or its affiliated Indemnified Party) notify the Company in writing of the
particulars thereof, will provide copies of all relevant documentation to the
Company and, unless the Company assumes the defence thereof, will keep the
Company advised of the progress thereof and will discuss all significant
actions proposed. The omission to so notify the Company will not relieve the
Company of any liability which it may have to the Finder or any other
Indemnified Party except only to the extent that any such delay in or failure
to give notice prejudices the defence of such action, suit, proceeding, claim
or investigation or results in any material increase in the liability which the
Company would otherwise have under this indemnity had the Finder or such other
Indemnified Party not so delayed in or failed to give the notice required.


6.               The Company will be entitled, at
its own expense, to participate in and, to the extent it may wish to do so,
assume the defence thereof, provided such defence is conducted by experienced
and competent counsel.  Upon the Company
notifying the Finder or other Indemnified Party in writing of their election to
assume the defence and retaining counsel, the Company will not be liable to the
Finder or other Indemnified Party for any legal expenses subsequently incurred
by them in connection with such defence. If such defence is assumed by the
Company, it throughout the course thereof will provide copies of all relevant
documentation to the Finder, will keep the Finder advised of the progress
thereof and will discuss with the Finder all significant actions proposed.


7.               Notwithstanding the foregoing
paragraph, any Indemnified Party will have the right, at the joint and several
expense of the Company, to employ counsel of the Indemnified Party’s choice in
respect of the defence of any action, suit, proceeding, claim or investigation
if: (i) the employment of such counsel has been authorized by the Company; or
(ii) the Company has not assumed the defence and employed counsel within a
reasonable time after receiving notice of such action, suit, proceeding, claim
or investigation; or (iii) counsel retained by the Company or the Indemnified
Party has advised the Indemnified Party that representation of the parties by
the same counsel would be inappropriate because there may be legal defences
available to the Indemnified Party which are different from or in addition to
those available to the Company (in which event and to that extent, the Company
will not have the right to assume or direct the defence on the Indemnified
Party’s behalf) or that there is a conflict of interest between the Company and
the Indemnified Party (in which event the Company will not have the right to
assume or direct the defence on the Indemnified Party’s behalf).


8.               No admission of liability and no
settlement of any action, suit, proceeding, claim or investigation shall be
made without the consent of the Indemnified Parties affected, such consent not
to be unreasonably withheld. No admission of liability shall be made and the
Company will not be 



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                        liable for any settlement of any
action, suit, proceeding, claim or investigation made without their consent,
such consent not to be unreasonably withheld.


9.               The Company hereby acknowledges
that the Finder acts as trustee for other Indemnified Parties of the covenants
of the Company under this indemnity with respect to such persons and the Finder
agrees to accept such trust and to hold and enforce such covenants on behalf of
such persons.


10.         The Company agrees to waive any right they may have of first
requiring any Indemnified Party to proceed against or enforce any other right,
power, remedy or security or claim payment from any other person before
claiming under this indemnity. The indemnity and contribution obligations of
the Company hereunder will be in addition to, but not in duplication of, any
liability which the Company may otherwise have, shall extend upon the same
terms and conditions to the Indemnified Parties and shall be binding upon and
enure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Finder and any other Indemnified Party. The
foregoing provisions shall survive the completion of professional services
rendered under the Agreement or any termination of the authorization given by
the Agreement, and shall continue for a period of three years after the date of
the last of such events to occur.


11.         Any paragraph,
subparagraph or other provision of this indemnity which is or becomes illegal,
invalid or unenforceable shall be severed from this indemnity and be
ineffective to the extent of such illegality, invalidity or unenforceability
and shall not affect or impair the remaining provisions hereof.


12.         This indemnity shall be
governed by and construed in accordance with the laws of the State of
California.


DATED, as of the 16th day of July, 2007.


ALLIED NEVADA GOLD CORP.


 


	
  /s/Scott A. Caldwell

  	
   

  
	
  Authorized Signatory

  



 


GLOBAL RESOURCE INVESTMENTS LTD.


 


	
  /s/Jeffrey Howard

  	
   

  
	
  Jeffrey Howard, CEO

  



 



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