Filed by sedaredgar.com - Crosshair Exploration & Mining Corp. - Exhibit 4.11






PURCHASE AND SALE AGREEMENT

BETWEEN

GEMINI METALS CORP.

AND

CROSSHAIR EXPLORATION & MINING CORP.

AND

PARAGON MINERALS CORPORATION

 

 

DATED the 4th day of June, 2008




TABLE OF CONTENTS

	1.
      	DEFINITIONS 	2
      
	2.
      	REPRESENTATIONS, WARRANTIES AND COVENANTS 	4
      
	3.
      	ASSOCIATION OF PARTIES 	11
      
	4.
      	ENVIRONMENTAL LIABILITY 	11
      
	5.
      	FINANCINGS AND SECONDARY OFFERINGS 	11
      
	6.
      	PURCHASE AND SALE 	12
      
	7.
      	CLOSING ARRANGEMENTS 	13
      
	8.
      	CONDITIONS OF CLOSING 	14
      
	9.
      	ACTION DURING INTERIM PERIOD 	18
      
	10.
      	SHARING OF AND CONFIDENTIAL NATURE OF INFORMATION
      	18
      
	11.
      	NOTICES 	19
      
	12.
      	TERMINATION 	20
      
	13.
      	FORCE MAJEURE 	20
      
	14.
      	DEFAULT 	21
      
	15.
      	RIGHT TO REPRESENTATION ON NEWCO BOARD OF
      DIRECTORS 	21
      
	16.
      	STANDSTILL 	22
      
	17.
      	GENERAL 	23
      



	Schedules 	  	  
	 	 	 
	Schedule A 	- 	Description of Properties 
	Schedule B 	- 	Encumbrances 
	Schedule C 	- 	Proceedings 
	Schedule D 	- 	Underlying Agreements 







     THIS PURCHASE AND SALE AGREEMENT
is dated as of the 4th day of June, 2008 (the “Execution Date”).

BETWEEN:

GEMINI METALS CORP., a company
having an office at Suite 1240, 1140 
West Pender Street, Vancouver, BC V6E
4G1

(“Newco”)

AND:

CROSSHAIR EXPLORATION & MINING
CORP., a company having an 
office at Suite 1240, 1140 West Pender
Street, Vancouver, BC V6E 4G1 
(“Crosshair”)

AND:

PARAGON MINERALS CORPORATION, a
company having an office at 
Suite 1540 - 800 West Pender Street Vancouver,
British Columbia, V6C 2V6

(“Paragon”)

W H E R E A S:

A.      Paragon is
the legal holder of an undivided 100% title and interest (subject to the
Underlying Agreements and Joint Venture Agreements) in the listed interests in
the mining claims and associated assets set out in Schedule A attached hereto
(collectively, the “Properties”);

B.      Pursuant to
certain agreements Paragon has granted options to Crosshair to earn a 60%
interest in the Properties;

C.      Crosshair
intends to enter into series of transactions whereby its interest in the
Properties, and certain other assets, will be transferred to Newco and pursuant
to a plan of arrangement (the “Arrangement”) with Crosshair’s securityholders
and Newco, securities of Newco will be distributed to securityholders of
Crosshair;

D.      Paragon
wishes to transfer all of its legal and beneficial interest in the Properties
immediately following the Arrangement, subject to any encumbrances listed in
Schedule B, to Newco and the Parties wish to enter into this Agreement to
provide for such transfer;

E.      Upon
completion of the aforementioned transfer of Crosshair’s and Paragon’s
respective interests in the Properties, Crosshair and Paragon shall terminate
the Joint Venture Agreements (as defined below).




- 2 -

     NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the payment by each party to the other of the
sum of $10.00 (the receipt and sufficiency of which is hereby acknowledged by
each party) and of the mutual covenants and agreements contained herein the
Parties agree as follows:

	1. 	DEFINITIONS
    



	1.1 	
      In this Agreement and in the Schedules and the recitals
      hereto, unless the context otherwise requires, the following expressions
      will have the following meanings:




	 	(a) 	
      “Arrangement” means the proposed plan of arrangement
      between Crosshair, Newco and Crosshair’s securityholders whereby
      securities of Newco will be distributed to securityholders of
      Crosshair;

	 	 	 
	 	(b) 	
      “Closing” means the completion of the purchase and sale
      of the Properties in accordance with the provisions of this
    Agreement;

	 	 	 
	 	(c) 	
      “Closing Date” means immediately after the Arrangement
      becomes effective, or such other date as may be agreed to between the
      Parties;

	 	 	 
	 	(d) 	
      “Consideration Shares” has the meaning set forth in
      section 6.2;

	 	 	 
	 	(e) 	
      “Encumbrances” means all interests, mortgages, charges,
      royalties, security interests, liens, encumbrances, actions, claims,
      demands and equities of any nature whatsoever or however arising and any
      rights or privileges capable of becoming any of the foregoing other than
      those matters described on Schedule B hereto;

	 	 	 
	 	(f) 	
      “Environmental Laws” means all applicable laws, statutes,
      ordinances, by-laws, regulations, orders, directives and decisions of any
      federal, provincial, state, municipal or local government, ministry,
      department, court or administrative or regulatory agency relating to the
      protection, reclamation or remediation of the environment, or to the
      import, manufacture, storage, release, sale, use, handling, transport or
      existence of Hazardous Materials;

	 	 	 
	 	(g) 	
      “Financing” has the meaning set forth in section
    5.1;

	 	 	 
	 	(h) 	
      “Hazardous Materials” means any underground storage
      tanks, explosive, radioactive or corrosive materials, pollutants,
      contaminants, chemicals, waste, deleterious substances or industrial,
      toxic, dangerous or hazardous substances or wastes, including petroleum
      products and acid rock drainage;

	 	 	 
	 	(i) 	
      “Interim Period” means the period of time from the date
      of this Agreement until the Closing;

	 	 	 
	 	(j) 	
      “Joint Venture Agreements” means the February 14, 2003
      Victoria Lake Property Agreement between Rubicon Minerals Corporation
      (“Rubicon”) and International Lima Resources Corp., as amended on April
      29, 2004 and November 16, 2004;







- 3 -

	 		
      and the May 1, 2006 Golden Promise Property Agreement
      between Rubicon Minerals Corporation and Crosshair Exploration &
      Mining Corp., as amended on April 18, 2008, both as assigned from Rubicon
      to Paragon effective December 8, 2006.

	 	 	 
	 	(k) 	
      “Legal Proceeding” means any litigation, action,
      application, suit, investigation, hearing, claim, deemed complaint,
      grievance, civil, administrative, regulatory or criminal, arbitration
      proceeding or other similar proceeding, before or by any court or other
      tribunal and includes any appeal or review thereof and any application for
      leave for appeal or review;

	 	 	 
	 	(l) 	
      “Material Adverse Change” means a change that has a
      material adverse affect on the title of any of the Properties;

	 	 	 
	 	(m) 	
      “Order” means any order, directive, judgment, decree,
      injunction, decision, ruling, award or writ of any governmental
      authority;

	 	 	 
	 	(n) 	
      “Party” means each of Newco, Crosshair or Paragon, as the
      case may be, and their successors and permitted assigns and “Parties”
      means together, Newco, Crosshair and Paragon and their successors and
      permitted assigns;

	 	 	 
	 	(o) 	
      “Properties” means all of Crosshair’s and Paragon’s
      interests in the listed interest in the mining claims described in
      Schedule A.

	 	 	 
	 	(p) 	
      “Prospectus” has the meaning set forth in section
    5.1;

	 	 	 
	 	(q) 	
      “Secondary Offering” has the meaning set forth in section
      5.2; and

	 	 	 
	 	(r) 	
      “Underlying Agreements” means the agreements with various
      optionors relating to Crosshair and Paragon’s interests in the Properties
      described in Schedule D.




	1.2 	
      In this Agreement, unless something in the subject matter
      or context is inconsistent therewith:




	 	(a) 	
      all references in this Agreement to “articles”,
      “sections” and other subdivisions or Schedules are to the designated
      articles, sections or other subdivisions or Schedules of or attached to
      this Agreement;

	 	 	 
	 	(b) 	
      the words “herein”, “hereof” and “hereunder” and other
      words of similar import refer to this Agreement as a whole and not to any
      particular section or other subdivision;

	 	 	 
	 	(c) 	
      the headings are for convenience only and do not form
      part of this Agreement and are not intended to interpret, define or limit
      the scope, extent or intent of this Agreement;

	 	 	 
	 	(d) 	
      the singular of any term includes the plural, and vice
      versa, the use of any term is equally applicable to any gender and, where
      applicable, a body corporate, the







- 4 -

	 		
      word “or” is not exclusive and the word “including” is
      not limiting (whether or not non-limiting language is used with reference
      thereto);

	 	 	 
	 	(e) 	
      the words “written” or “in writing” include printing,
      typewriting or any electronic means of communication capable of being
      visibly reproduced at the point of reception including telex, telegraph,
      telecopy, facsimile or e-mail;

	 	 	 
	 	(f) 	
      any reference to a statute is a reference to the
      applicable statute and to any regulations made pursuant thereto and
      includes all amendments made thereto and in force from time to time and
      any statute or regulation that has the effect of supplementing or
      superseding such statute or regulation;

	 	 	 
	 	(g) 	
      a “day” shall refer to a calendar day and in calculating
      all time periods the first day of a period is not included and the last
      day is included and references to a “business day” shall refer to days on
      which banks are ordinarily open for business in Vancouver, British
      Columbia, but if a period ends on a day on which the banks are not open
      for business in Vancouver, British Columbia, the period will be deemed to
      expire on the next calendar day on which banks are open for business in
      Vancouver, British Columbia; and

	 	 	 
	 	(h) 	
      all references to “$” or “dollars” are references to the
      lawful currency of Canada.




	2. 	REPRESENTATIONS, WARRANTIES AND COVENANTS 



	2.1 	
      Newco represents and warrants to Crosshair and Paragon
      that, as of the date of this Agreement:




	 	(a) 	
      it is a valid and subsisting corporation duly
      incorporated under the laws of its jurisdiction of incorporation and has
      full corporate power and authority to execute and deliver this Agreement
      and to observe and perform its covenants and obligations hereunder and has
      taken all necessary corporate proceedings and obtained all necessary
      corporate approvals in respect thereof and, upon execution and delivery of
      this Agreement by it, this Agreement will constitute a legal, valid and
      binding obligation of Newco enforceable against it in accordance with its
      terms except that:

	 	 	 	 
	 		(i) 	
      enforceability may be limited by bankruptcy, insolvency
      or other laws affecting creditors’ rights generally;

	 	 	 	 
	 		(ii) 	
      equitable remedies, including the remedies of specific
      performance and injunctive relief, are available only in the discretion of
      the applicable court;

	 	 	 	 
	 		(iii) 	
      a court is not required to treat as conclusive, final or
      binding those certificates and determinations which this Agreement states
      are to be so treated;







- 5 -

	 		(iv) 	
      a court may stay proceedings before them by virtue of
      equitable or statutory powers; and

	 	 	 	 
	 		(v) 	
      rights of indemnity and contribution hereunder may be
      limited under applicable law;

	 	 	 	 
	 	(b) 	
      neither the execution of this Agreement nor the
      consummation of the transactions contemplated hereby conflict with, result
      in a breach of or accelerate the performance required by any agreement to
      which it is a party; and

	 	 	 	 
	 	(c) 	
      neither the execution of this Agreement nor the
      consummation of the transactions contemplated hereby, result in a breach
      of the laws of any applicable jurisdiction, its constating documents or
      regulations of its directors and shareholders.




	2.2 	
      Paragon represents and warrants to Crosshair and Newco
      that, as of the date of this Agreement:




	 	(a) 	
      it is a valid and subsisting corporation duly
      incorporated under the laws of its jurisdiction of incorporation and has
      full corporate power and authority to execute and deliver this Agreement
      and to observe and perform its covenants and obligations hereunder and has
      taken all necessary corporate proceedings and obtained all necessary
      corporate approvals in respect thereof and, upon execution and delivery of
      this Agreement by it, this Agreement will constitute a legal, valid and
      binding obligation of Paragon enforceable against it in accordance with
      its terms except that:

	 	 	 	 
	 		(i) 	
      enforceability may be limited by bankruptcy, insolvency
      or other laws affecting creditors’ rights generally;

	 	 	 	 
	 		(ii) 	
      equitable remedies, including the remedies of specific
      performance and injunctive relief, are available only in the discretion of
      the applicable court;

	 	 	 	 
	 		(iii) 	
      a court is not required to treat as conclusive, final or
      binding those certificates and determinations which this Agreement states
      are to be so treated;

	 	 	 	 
	 		(iv) 	
      a court may stay proceedings before them by virtue of
      equitable or statutory powers; and

	 	 	 	 
	 		(v) 	
      rights of indemnity and contribution hereunder may be
      limited under applicable law;

	 	 	 	 
	 	(b)	
      neither the execution of this Agreement nor the
      consummation of the transactions contemplated hereby conflict with, result
      in a breach of or accelerate the performance required by the Underlying
      Agreements or any other agreement to which it is a
party;







- 6 -

	 	(c) 	
      the Underlying Agreements are in good standing in all
      respects (including with respect to payments to be made thereunder) in
      full force and effect and unamended;

	 	 	 
	 	(d) 	
      Paragon has not transferred or encumbered or agreed to
      transfer or encumber the Underlying Agreements or all or any of its right,
      title or interest in or to the Underlying Agreements, except as provided
      for in this Agreement;

	 	 	 
	 	(e) 	
      neither the execution of this Agreement nor the
      consummation of the transactions contemplated hereby, result in a breach
      of the laws of any applicable jurisdiction, its constating documents or
      resolutions of its directors or shareholders;

	 	 	 
	 	(f) 	
      Schedule A attached hereto accurately sets out all of
      Paragon’s interest in the Properties;

	 	 	 
	 	(g) 	
      all of the mineral claims constituting the Properties
      have been duly and properly staked and recorded and have been and are
      validly held in accordance with the laws of Newfoundland;

	 	 	 
	 	(h) 	
      it is lawfully authorized to hold mineral claims in the
      Province of Newfoundland;

	 	 	 
	 	(i) 	
      Newco has been provided with true and complete copies of
      all agreements material to the Properties and there are no existing
      material defaults by Paragon or, to its knowledge, the other parties to
      such agreements;

	 	 	 
	 	(j) 	
      except as set out in the Underlying Agreements and the
      Joint Venture Agreements, it is the legal, beneficial and recorded owner
      of a 100% undivided interest in the Properties free and clear of all
      Encumbrances and has the right to grant an interest in the
    Properties;

	 	 	 
	 	(k) 	
      subject to the Underlying Agreements and applicable laws,
      together with Crosshair it has the exclusive right to explore for minerals
      on the Properties;

	 	 	 
	 	(l) 	
      there has been no act or omission by it, or to its
      knowledge by anyone else, that could result by notice or lapse of time, or
      both, in the breach, termination, abandonment, forfeiture, relinquishment
      or other premature termination of the Properties or any of its rights with
      respect thereto;

	 	 	 
	 	(m) 	
      the Properties are in good standing under the laws of
      Newfoundland up to and including the date hereof and no proceedings have
      been instituted to invalidate or assert an adverse claim or challenge
      against or to the ownership of or title to the Properties, nor is there
      any basis therefor, and no other person is entitled to an agreement or
      option to acquire or purchase the Properties or any portion thereof, and
      except as disclosed on Schedule B no person has any royalty or other
      interest whatsoever, in production from any part of the
  Properties;

	 	 	 
	 	(n) 	
      other than as described in Schedule C hereto, there are
      no actions, suits or proceedings pending or to its knowledge, threatened,
      against or adversely







- 7 -

	 		
      affecting or which could adversely affect the Properties
      before any federal, provincial, municipal or other governmental authority,
      court, department, commission, board bureau, agency or instrumentality,
      domestic or foreign, whether or not insured, and which might involve the
      possibility of any judgment or liability against the Properties;

	 	 	 
	 	(o) 	
      the Properties have full and free legal access and there
      is no fact or condition that would result in the interference with or
      termination of such access;

	 	 	 
	 	(p) 	
      all work carried out on the Properties has been carried
      out in compliance with all applicable laws, including Environmental Laws,
      and neither Paragon, nor to its knowledge any person, has received any
      notice of any breach of any such law and it has no knowledge of any facts
      that would lead a well informed operator in the mining industry to believe
      there are any environmental liabilities associated with the Properties and
      there are no environmental audits, evaluations, assessments or studies
      relating to the Properties;

	 	 	 
	 	(q) 	
      no consent or approval, except as has been obtained, is
      required to permit the execution and delivery of this Agreement by Paragon
      or the performance of its obligations hereunder;

	 	 	 
	 	(r) 	
      no representation or warranty made by it in this
      Agreement or any statement, schedule, certificate or other document
      delivered by it pursuant to or in connection with this Agreement or in
      connection with any transaction contemplated hereby contains any untrue
      statement of a material fact or omits to state a material fact required to
      be stated herein or therein or necessary to make the statements contained
      herein or therein not misleading;

	 	 	 
	 	(s) 	
      there is no claim, complaint or other proceeding
      initiated by or on behalf of any aboriginal group or to which any
      aboriginal group is legally a necessary party pending or, to the knowledge
      of Paragon, threatened by any aboriginal group with respect to Paragon’s
      exploration of the Properties and Paragon has not engaged in any
      negotiations with any aboriginal group in respect of the Properties or
      entered into any impact and benefits agreement with any aboriginal group
      in respect of the Properties; and

	 	 	 
	 	(t) 	
      Paragon has made full disclosure to Newco of all material
      facts of which Paragon has knowledge relating to the Properties and all
      relevant information that Paragon possesses which relates to the
      Properties which could have any effect upon Newco determining whether it
      shall enter into this Agreement and this Agreement does not contain any
      untrue statement by Paragon of a material fact of which Paragon has
      knowledge and Paragon has not omitted to state in this Agreement a
      material fact necessary in order to make the statements contained herein
      not misleading.




	2.3 	
      Crosshair represents and warrants to Newco and Paragon
      that, as of the date of this Agreement:







- 8 -

	 	(a) 	
      it is a valid and subsisting corporation duly
      incorporated under the laws of its jurisdiction of incorporation and has
      full corporate power and authority to execute and deliver this Agreement
      and to observe and perform its covenants and obligations hereunder and has
      taken all necessary corporate proceedings and obtained all necessary
      corporate approvals in respect thereof and, upon execution and delivery of
      this Agreement by it, this Agreement will constitute a legal, valid and
      binding obligation of Crosshair enforceable against it in accordance with
      its terms except that:

	 	 	 	 
	 		(i) 	
      enforceability may be limited by bankruptcy, insolvency
      or other laws affecting creditors’ rights generally;

	 	 	 	 
	 		(ii) 	
      equitable remedies, including the remedies of specific
      performance and injunctive relief, are available only in the discretion of
      the applicable court;

	 	 	 	 
	 		(iii) 	
      a court is not required to treat as conclusive, final or
      binding those certificates and determinations which this Agreement states
      are to be so treated;

	 	 	 	 
	 		(iv) 	
      a court may stay proceedings before them by virtue of
      equitable or statutory powers; and

	 	 	 	 
	 		(v) 	
      rights of indemnity and contribution hereunder may be
      limited under applicable law;

	 	 	 	 
	 	(b)	
      neither the execution of this Agreement nor the
      consummation of the transactions contemplated hereby conflict with, result
      in a breach of or accelerate the performance required by the Underlying
      Agreements or any other agreement to which it is a party;

	 	 	 
	 	(c)	
      the Joint Venture Agreements are in good standing in all
      respects (including with respect to payments to be made thereunder) in
      full force and effect and unamended;

	 	 	 
	 	(d)	
      Crosshair has not transferred or encumbered or agreed to
      transfer or encumber the Joint Venture Agreements or all or any of its
      right, title or interest in or to the Joint Venture Agreements, except as
      provided for in this Agreement;

	 	 	 
	 	(e)	
      neither the execution of this Agreement nor the
      consummation of the transactions contemplated hereby, result in a breach
      of the laws of any applicable jurisdiction, its constating documents or
      resolutions of its directors or shareholders;

	 	 	 
	 	(f) 	
      Schedule A attached hereto accurately sets out all of
      Crosshair’s interest in the Properties;







- 9 -

	 	(g) 	
      all of the mineral claims constituting the Properties
      have been duly and properly staked and recorded and have been and are
      validly held in accordance with the laws of Newfoundland;

	 	 	 
	 	(h) 	
      it is lawfully authorized to hold mineral claims in the
      Province of Newfoundland;

	 	 	 
	 	(i) 	
      Newco has been provided with true and complete copies of
      all agreements material to the Properties and there are no existing
      material defaults by Crosshair or, to its knowledge, the other parties to
      such agreements;

	 	 	 
	 	(j) 	
      it has the option to earn a 60% interest in the
      Properties and, except as set out in the Underlying Agreements, it has the
      right to grant an interest in the Properties;

	 	 	 
	 	(k) 	
      subject to the Underlying Agreements and applicable laws,
      together with Paragon it has the exclusive right to explore, develop and
      mine the Properties;

	 	 	 
	 	(l) 	
      there has been no act or omission by it, or to its
      knowledge by anyone else, that could result by notice or lapse of time, or
      both, in the breach, termination, abandonment, forfeiture, relinquishment
      or other premature termination of the Properties or any of its rights with
      respect thereto;

	 	 	 
	 	(m) 	
      the Properties are in good standing under the laws of
      Newfoundland up to and including the date hereof and no proceedings have
      been instituted to invalidate or assert an adverse claim or challenge
      against or to the ownership of or title to the Properties, nor is there
      any basis therefore, and no other person is entitled to an agreement or
      option to acquire or purchase the Properties or any portion thereof, and
      except as disclosed on Schedule B no person has any royalty or other
      interest whatsoever, in production from any part of the
  Properties;

	 	 	 
	 	(n) 	
      other than as described in Schedule C hereto, there are
      no actions, suits or proceedings pending or to its knowledge, threatened,
      against or adversely affecting or which could adversely affect the
      Properties before any federal, provincial, municipal or other governmental
      authority, court, department, commission, board bureau, agency or
      instrumentality, domestic or foreign, whether or not insured, and which
      might involve the possibility of any judgment or liability against the
      Properties;

	 	 	 
	 	(o) 	
      the Properties have full and free legal access and there
      is no fact or condition that would result in the interference with or
      termination of such access;

	 	 	 
	 	(p) 	
      all work carried out on the Properties has been carried
      out in compliance with all applicable laws, including Environmental Laws,
      and neither Crosshair, nor to its knowledge any person, has received any
      notice of any breach of any such law and it has no knowledge of any facts
      that would lead a well informed operator in the mining industry to believe
      there are any environmental liabilities associated with the Properties and
      there are no environmental audits, evaluations, assessments or studies
      relating to the Properties;







- 10 -

	 	(q) 	
      no consent or approval, except as has been obtained, is
      required to permit the execution and delivery of this Agreement by
      Crosshair or the performance of its obligations hereunder;

	 	 	 
	 	(r) 	
      it will assist Newco in obtaining exploration permits and
      licenses necessary to carry on the exploration business on the Properties
      as contemplated by this Agreement;

	 	 	 
	 	(s) 	
      no representation or warranty made by it in this
      Agreement or any statement, schedule, certificate or other document
      delivered by it pursuant to or in connection with this Agreement or in
      connection with any transaction contemplated hereby contains any untrue
      statement of a material fact or omits to state a material fact required to
      be stated herein or therein or necessary to make the statements contained
      herein or therein not misleading;

	 	 	 
	 	(t) 	
      there is no claim, complaint or other proceeding
      initiated by or on behalf of any aboriginal group or to which any
      aboriginal group is legally a necessary party pending or, to the knowledge
      of Crosshair, threatened by any aboriginal group with respect to
      Crosshair’s exploration of the Properties and Crosshair has not engaged in
      any negotiations with any aboriginal group in respect of the Properties or
      entered into any impact and benefits agreement with any aboriginal group
      in respect of the Properties;

	 	 	 
	 	(u) 	
      Crosshair has made full disclosure to Newco of all
      material facts of which Crosshair has knowledge relating to the Properties
      and all relevant information that Crosshair possesses which relates to the
      Properties which could have any effect upon Newco determining whether it
      shall enter into this Agreement and this Agreement does not contain any
      untrue statement by Crosshair of a material fact of which Crosshair has
      knowledge and Crosshair has not omitted to state in this Agreement a
      material fact necessary in order to make the statements contained herein
      not misleading; and

	 	 	 
	 	(v) 	
      Crosshair is the legal and beneficial owner and the
      registered holder of 1,764,700 common shares (the “Pubco Shares”) in the
      capital of a public company identified to Paragon in a letter dated the
      date of this Agreement (“Pubco”), representing approximately 4% of Pubco’s
      currently issued and outstanding common shares, and Crosshair holds the
      Pubco Shares free and clear of any liens or
encumbrances.




	2.4 	In connection with the transactions proposed by
      this Agreement, 



	 	(a) 	
      Crosshair acknowledges and consents to the transfer of
      Paragon’s interest in the Properties to Newco and, subject to completion
      of the transactions contemplated by this Agreement, waives any rights it
      has pursuant to the Joint Venture Agreements; and

	 	 	 
	 	(b) 	
      Paragon acknowledges and consents to the transfer of
      Crosshair’s interest in the Properties to Newco and, subject to completion
      of the transactions contemplated







- 11 -

		
      by this Agreement, waives any rights it has pursuant to
      the Joint Venture Agreements.

	 	 
	2.5 	
      The representations, warranties and covenants
      hereinbefore set out are conditions on which each of the Parties have
      relied in entering into this Agreement and each of the Parties will
      indemnify and save the other harmless from all loss, damage, costs,
      actions and suits arising out of or in connection with any breach of any
      representation, warranty, covenant, agreement or condition made by it and
      contained in this Agreement.




	3. 	ASSOCIATION OF
      PARTIES 



	3.1 	Except as specifically provided hereunder:
  



	 	(a) 	
      each Party will be at liberty to engage, for its own
      account and without duty to account to the other Party, in any other
      business or activity outside the Properties constituted hereby, including
      the ownership and operation of any other mining permits, licenses, claims
      and leases wherever located;

	 	 	 
	 	(b) 	
      no Party will be under any fiduciary or other duty or
      obligation to the other Party which will prevent or impede such Party from
      participating in, or enjoying the benefits of, competing endeavours;
      and

	 	 	 
	 	(c) 	
      the legal doctrines of “corporate opportunity” or
      “business opportunity” will not apply with respect to participation by
      either Party in any business activity or
endeavour.




	4. 	ENVIRONMENTAL
      LIABILITY 



	4.1 	
      Upon Newco acquiring 100% legal and beneficial interest
      in the Properties free and clear of all Encumbrances, Newco shall be
      responsible for any claim or liability resulting from any claim or breach
      of Environmental Laws with respect to the
Properties.




	5. 	FINANCINGS AND SECONDARY
      OFFERINGS 



	5.1 	
      Concurrent with, immediately before or immediately after
      the Closing, Newco proposes to complete an initial public offering (the
      “Financing”) by way of a prospectus (the “Prospectus”) in an amount to be
      determined by Crosshair based on Newco’s capital needs and market
      conditions, currently expected to be 6,666,667 common shares of Newco at a
      price of $0.75 per common share.

	 	 
	5.2 	
      Newco shall permit Paragon to qualify under the
      Prospectus the sale by Paragon of 1,333,333 of the Consideration Shares or
      such other number of shares agreed to by Crosshair and Paragon (the
      “Secondary Offering”), in addition to the common shares issued in the
      Financing. The Secondary Offering is subject to the approval of any stock
      exchange that the securities of any of the Parties are listed on or to
      which an application for listing has been
made.







- 12 -

	5.3 	
      Provided that Paragon holds at least 20% of the then
      current issued and outstanding common shares of Newco, if at any time
      following completion of the Financing Newco undertakes any equity
      financing by way of prospectus (including but not limited to by way of
      common shares, units, warrants, special warrants, subscription receipts or
      convertible debt) (a "Subsequent Financing"), Paragon will have the right
      (but not the obligation) to participate in such Subsequent Financing as a
      seller in order to sell such number of the remaining Consideration Shares
      as shall comprise at least 10% of the amount of any such Subsequent
      Financing, provided that Paragon shall not be permitted to sell more than
      30% of Paragon’s ownership of then current issued and outstanding common
      shares of Newco in any single Subsequent Financing. Newco shall permit
      Paragon to qualify Paragon's sale of such Consideration Shares in such
      Subsequent Financing by way of such
prospectus.




	6. 	PURCHASE AND
      SALE 



	6.1 	
      Subject to the terms and conditions of this Agreement,
      Paragon hereby sells and transfers to Newco, and Newco hereby purchases
      from Paragon, all of Paragon’s legal and beneficial interest in the
      Properties, free and clear of all Encumbrances in accordance with the
      terms of this Agreement.

	 	 
	6.2 	
      In consideration of the sale to it of Paragon’s interest
      in the Properties, at the Closing, Newco shall issue 16,201,413 common
      shares of Newco (the “Consideration Shares”) to Paragon and the
      Consideration Shares shall represent:




	 	(a) 	
      37.57% of the issued and outstanding common shares of
      Newco at time of issuance;

	 	 	 
	 	(b) 	
      32.54% of the issued and outstanding common shares of
      Newco immediately after the Financing; and

	 	 	 
	 	(c) 	
      29.86% of the issued and outstanding common shares of
      Newco immediately after the Financing, Secondary Offering and distribution
      of the Newco common shares held by Crosshair to its shareholders in the
      Arrangement,

	 	 	 
	 		
      and the value of the Consideration Shares at the time of
      issuance shall be equal to the fair market value of Paragon’s interest in
      the Properties.




	6.3 	
      Upon Newco satisfying the obligations set forth in
      section 6.2, it will have acquired all of Paragon’s legal and beneficial
      interest in the Properties free and clear of all Encumbrances with no
      further action required by it, resulting in all of Paragon’s rights and
      interests in the Properties being eliminated, subject to its rights
      pursuant to Article 6.

	 	 
	6.4 	
      Upon Closing of the transaction contemplated by this
      Agreement, the Joint Venture Agreements shall be terminated, and all
      obligations of Paragon and Crosshair under the Underlying Agreements shall
      be assumed entirely by Newco







- 13 -

	7. 	CLOSING
      ARRANGEMENTS 



	7.1 	
      The Closing shall take place at 10:00 a.m. (Vancouver
      time) on the Closing Date at the offices of Blake, Cassels & Graydon
      LLP, Suite 2600, 595 Burrard Street, Vancouver, B.C., or at such other
      time on the Closing Date as may be agreed to by the Parties.

	 	 
	7.2 	
      At the Closing, Paragon shall deliver or cause to be
      delivered,




	 	(a) 	
      to Crosshair and Newco:

	 	 	 	 
	 		(i) 	
      a certificate of a senior officer of Paragon (without
      personal liability) dated as of the Closing Date certifying that: (i) the
      representations and warranties of Paragon contained herein are true and
      correct in all material respects as of the date made and as of the Closing
      Date; and (ii) Paragon has performed in all material respects all
      covenants and agreements contained herein;

	 	 	 	 
	 		(ii) 	
      a certificate of an officer of Paragon dated as of the
      Closing Date attaching a copy of the constating documents of Paragon;
      and

	 	 	 	 
	 	(b) 	
      to Newco:

	 	 	 	 
	 		(i) 	
      a form of document satisfactory to Newco and duly
      executed by Paragon for the transfer of the Properties to Newco (all
      filing fees relating to the said transfer shall be borne by
  Newco);

	 	 	 	 
	 		(ii) 	
      all documents, data, maps, books, records, results and
      other material related to the Properties; and

	 	 	 	 
	 		(iii) 	
      such other documents as Newco may reasonably
    request.




	7.3 	At the Closing, Crosshair shall deliver or
      cause to be delivered, 



	 	(a) 	
      to Paragon and Newco:

	 	 	 	 
	 		(i) 	
      a certificate of a senior officer of Crosshair (without
      personal liability) dated as of the Closing Date certifying that: (i) the
      representations and warranties of Crosshair contained herein are true and
      correct in all material respects as of the date made and as of the Closing
      Date; and (ii) Crosshair has performed in all material respects all
      covenants and agreements contained herein;

	 	 	 	 
	 		(ii) 	
      a certificate of an officer of Crosshair dated as of the
      Closing Date attaching a copy of the constating documents of Crosshair;
      and




	7.4 	At the Closing, Newco shall deliver or cause to
      be delivered, 






- 14 -

	 	(a) 	
      to Crosshair and Paragon:

	 	 	 	 
	 		(i) 	
      a certificate of a senior officer of Newco (without
      personal liability) dated as of the Closing Date certifying that: (i) the
      representations and warranties of Newco contained herein are true and
      correct in all material respects as of the date made and as of the Closing
      Date; and (ii) Newco has performed in all material respects all covenants
      and agreements contained herein;

	 	 	 	 
	 		(ii) 	
      a certificate of an officer of Newco dated as of the
      Closing Date attaching a copy of the constating documents of Newco;
    and

	 	 	 	 
	 	(b) 	
      to Paragon:

	 	 	 	 
	 		(i) 	
      a share certificate or certificates, registered in
      Paragon’s name (or as otherwise directed by Paragon) representing the
      consideration set out in section 6.2.




	8. 	CONDITIONS OF
      CLOSING 



	8.1 	
      Newco shall not be obligated to complete the purchase of
      the Properties pursuant to this Agreement unless, at or before the
      Closing, each of the conditions listed below in this section 8.1 has been
      satisfied, it being understood that the said conditions are included for
      the exclusive benefit of Newco:




	 	(a) 	
      The representations and warranties of Crosshair and
      Paragon in this Agreement shall be true and correct in all material
      respects at the Closing;

	 	 	 
	 	(b) 	
      Paragon and Crosshair shall have performed and complied
      in all material respects with the terms and conditions in this Agreement
      on each of its part to be performed or complied with at or before the
      Closing and shall have executed and delivered or caused to have been
      executed and delivered to Newco at the Closing all the documents
      contemplated in sections 7.2 and 7.3 and elsewhere in this
    Agreement;

	 	 	 
	 	(c) 	
      During the Interim Period, there shall have been no
      Material Adverse Change;

	 	 	 
	 	(d) 	
      During the Interim Period, there shall have been no Order
      made or any Legal Proceedings commenced or threatened for the purpose, or
      which could have the effect, of enjoining, preventing or restraining the
      completion of the transactions contemplated by this Agreement or the
      Arrangement;

	 	 	 
	 	(e) 	
      Crosshair and Newco shall have entered into a purchase
      and sale agreement for Crosshair’s interest in the Properties and any
      conditions to the performance of that agreement shall have been satisfied
      or waived;

	 	 	 
	 	(f) 	
      The Arrangement shall have been approved by the
      securityholders of Crosshair at a duly called meeting of securityholders
      in accordance with applicable laws;







- 15 -

	 	(g) 	
      The interim order and the final order of the Supreme
      Court of British Columbia in respect of the Arrangement shall each have
      been obtained and shall not have been set aside;

	 	 	 	 
	 	(h) 	
      The Pubco Shares shall have been duly and validly
      transferred to Newco as part of the Arrangement; and

	 	 	 	 
	 	(i) 	
      All regulatory approvals and consents to the transactions
      contemplated by this Agreement shall have been obtained and be in full
      force and effect, including:

	 	 	 	 
	 		(i) 	
      the approval of any stock exchange that the securities of
      any of the Parties are listed on or to which an application for listing
      has been made; and

	 	 	 	 
	 		(ii) 	
      any consents required from any of the parties to the
      Underlying Agreements.




	8.2 	
      If any condition in Section 8.1 has not been fulfilled at
      or before the Closing or if any such condition is or becomes impossible to
      satisfy, other than as a result of the failure of Newco to comply with its
      obligations under this Agreement, then Newco in its sole discretion may,
      without limiting any rights or remedies available to Newco at law or in
      equity, either:




	 	(a) 	
      terminate this Agreement by notice to Paragon and
      Crosshair; or

	 	 	 
	 	(b) 	
      waive compliance with any such condition without
      prejudice to its right of termination in the event of non-fulfillment of
      any other condition.




	8.3 	
      Paragon shall not be obligated to complete the
      transactions contemplated by this Agreement unless, at or before the
      Closing, each of the conditions listed below in this section 8.3 has been
      satisfied, it being understood that the said conditions are included for
      the exclusive benefit of Paragon:




	 	(a) 	
      The representations and warranties of Crosshair and Newco
      in this Agreement shall be true and correct in all material respects at
      the Closing;

	 	 	 
	 	(b) 	
      Newco and Crosshair shall have performed and complied in
      all material respects with the terms and conditions in this Agreement on
      each of its part to be performed or complied with at or before the Closing
      and shall have executed and delivered or caused to have been executed and
      delivered to Paragon at the Closing all the documents contemplated in
      sections 7.3 and 7.4 and elsewhere in this Agreement;

	 	 	 
	 	(c) 	
      During the Interim Period, there shall have been no Order
      made or any Legal Proceedings commenced or threatened for the purpose of
      enjoining, preventing or







- 16 -

	 		
      restraining the completion of the transactions
      contemplated by this Agreement or the Arrangement;

	 	 	 
	 	(d) 	
      Crosshair and Newco shall have entered into a purchase
      and sale agreement for Crosshair’s interest in the Properties and any
      conditions to the performance of that agreement shall have been satisfied
      or waived;

	 	 	 
	 	(e) 	
      The Arrangement shall have been approved by the
      securityholders of Crosshair at a duly called meeting of securityholders
      in accordance with applicable laws;

	 	 	 
	 	(f) 	
      The interim order and the final order of the Supreme
      Court of British Columbia in respect of the Arrangement shall each have
      been obtained and shall not have been set aside;

	 	 	 
	 	(g) 	
      All regulatory approvals and consents to the transactions
      contemplated by this Agreement shall have been obtained and be in full
      force and effect, including the approval of any stock exchange that the
      securities of any of the Parties are listed on or to which an application
      for listing has been made;

	 	 	 
	 	(h) 	
      The Pubco Shares shall have been duly and validly
      transferred to Newco as part of the Arrangement;

	 	 	 
	 	(i) 	
      The Financing and Secondary Offering as outlined in
      section 5, shall have been completed on terms reasonably acceptable to
      Paragon;

	 	 	 
	 	(j) 	
      Paragon shall have been satisfied, acting reasonably,
      with the results of its due diligence investigation of Newco, including
      satisfaction with the tax implications of the Arrangement and the sale of
      its legal and beneficial interest in the Properties to Newco;
and

	 	 	 
	 	(k) 	
      The Consideration Shares to be issued to Paragon shall
      not represent less than the percentage amounts set out at subsection 6.2
      (a), (b), or (c).




	8.4 	
      If any condition in section 8.3 shall not have been
      fulfilled at or before the Closing or if any such condition is or becomes
      impossible to satisfy, other than as a result of the failure of Paragon to
      comply with its obligations under this Agreement, then Paragon in its sole
      discretion may, without limiting any rights or remedies available to
      Paragon at law or in equity, either:




	 	(a) 	
      terminate this Agreement by notice to Newco and
      Crosshair; or

	 	 	 
	 	(b) 	
      waive compliance with any such condition without
      prejudice to its right of termination in the event of non-fulfillment of
      any other condition.




	8.5 	
      Crosshair shall not be obligated to complete the
      transactions contemplated by this Agreement unless, at or before the
      Closing, each of the conditions listed below in this section 8.5 has been
      satisfied, it being understood that the said conditions are included for
      the exclusive benefit of Crosshair:







- 17 -

	 	(a) 	
      The representations and warranties of Newco and Paragon
      in this Agreement shall be true and correct in all material respects at
      the Closing;

	 	 	 
	 	(b) 	
      Newco and Paragon shall have performed and complied in
      all material respects with the terms and conditions in this Agreement on
      each of its part to be performed or complied with at or before the Closing
      and shall have executed and delivered or caused to have been executed and
      delivered to Crosshair at the Closing all the documents contemplated in
      sections 7.2 and 7.4 and elsewhere in this Agreement;

	 	 	 
	 	(c) 	
      During the Interim Period, there shall have been no Order
      made or any Legal Proceedings commenced or threatened for the purpose of
      enjoining, preventing or restraining the completion of the transactions
      contemplated by this Agreement or the Arrangement;

	 	 	 
	 	(d) 	
      Crosshair and Newco shall have entered into a purchase
      and sale agreement for Crosshair’s interest in the Properties and any
      conditions to the performance of that agreement shall have been satisfied
      or waived;

	 	 	 
	 	(e) 	
      The Arrangement shall have been approved by the
      securityholders of Crosshair at a duly called meeting of securityholders
      in accordance with applicable laws;

	 	 	 
	 	(f) 	
      The interim order and the final order of the Supreme
      Court of British Columbia in respect of the Arrangement shall each have
      been obtained and shall not have been set aside;

	 	 	 
	 	(g) 	
      The Financing shall have been completed on terms
      reasonably acceptable to Crosshair; and

	 	 	 
	 	(h) 	
      All regulatory approvals and consents to the transactions
      contemplated by this Agreement shall have been obtained and be in full
      force and effect, including the approval of any stock exchange that the
      securities of any of the Parties are listed on or to which an application
      for listing has been made.




	8.6 	
      If any condition in section 8.5 shall not have been
      fulfilled at or before the Closing or if any such condition is or becomes
      impossible to satisfy, other than as a result of the failure of Crosshair
      to comply with its obligations under this Agreement, then Crosshair in its
      sole discretion may, without limiting any rights or remedies available to
      Crosshair at law or in equity, either:




	 	(a) 	
      terminate this Agreement by notice to Newco and Paragon;
      or

	 	 	 
	 	(b) 	
      waive compliance with any such condition without
      prejudice to its right of termination in the event of non-fulfillment of
      any other condition.







- 18 -

	9. 	ACTION DURING INTERIM
      PERIOD 



	9.1 	
      During the Interim Period, Crosshair and Paragon shall
      operate all business related to the Properties in the ordinary course of
      business and in compliance with all applicable law.

	 	 
	9.2 	
      During the Interim Period Newco, Crosshair and Paragon
      shall not:




	 	(a) 	
      dispose of, grant any interest in or encumber any of the
      Properties;

	 	 	 
	 	(b) 	
      enter into any contract or any other transaction that
      could affect any of the Properties, except with the prior written consent
      of the other Parties;

	 	 	 
	 	(c) 	
      terminate, cancel, modify or amend in any respect any
      contract related to the Properties or take or fail to take any action that
      would entitle any party to a contract related to the Properties to
      terminate, modify, cancel or amend such contract; or

	 	 	 
	 	(d) 	
      agree, commit or enter into any understanding to take any
      action set out in paragraphs (a), (b) or (c) of this section
  9.2.




	9.3 	
      During the Interim Period and up to and including the
      closing of the Financing, Crosshair and Newco shall provide Paragon with
      all information and documents reasonably required in order to allow
      Paragon to carry out its due diligence investigation on Newco and any
      assets to be vended in Newco, including providing Paragon with complete
      copies of all filings made with regulatory authorities in connection with
      the Arrangement and in connection with the stock exchange listing of
      Newco.




	10. 	SHARING OF AND
      CONFIDENTIAL NATURE OF INFORMATION 



	10.1 	
      No Party will make any public statement or issue any
      press release concerning the transactions contemplated herein without the
      consent of the other Party which consent shall not be unreasonably
      withheld. The Party making such disclosure will consult with the other
      Party prior to making any statement or press release and the Parties will
      use all reasonable efforts, acting expeditiously and in good faith, to
      agree upon a text for such statement or release which is satisfactory to
      each of them within one business day. If the Parties fail to agree upon
      such text, the Party making the disclosure will make only such public
      statement or release as its counsel advises in writing is legally required
      to be made or is otherwise reasonable in the circumstances.

	 	 
	10.2 	
      The Parties further agree that this Agreement will not be
      provided to any third party or used other than for the activities
      contemplated hereunder except as required by law or by the rules and
      regulations of any regulatory authority or stock exchange having
      jurisdiction (in which case the Party being compelled to disclose such
      information shall to the extent practical give the other Party
  an







- 19 -

		
      opportunity to review and provide reasonable comments on
      the disclosure), or with the written consent of the other Party, such
      consent not to be unreasonably withheld.

	 	 
	10.3 	
      Consent to disclosure of information pursuant to section
      10.2 will not be unreasonably withheld where a Party wishes to disclose
      any such information to a third party for the purpose of arranging
      financing, entering into a corporate transaction or for the purpose of
      selling its interest or its rights as contemplated in this Agreement,
      provided that such third party first enters into a written agreement with
      the other Party that any such information not theretofore publicly
      disclosed will be kept confidential and not disclosed to others on terms
      satisfactory to the other Party acting
reasonably.




	11. 	NOTICES
  



	11.1 	
      Any notice, direction or other instrument required or
      permitted to be given under this Agreement will be in writing and may be
      given by the delivery of the same or by mailing the same by prepaid
      registered or certified mail or by sending the same by telegram, telex,
      telecommunication, facsimile or other similar form of communication, in
      each case addressed as follows:




	 	(a) 	
      If to Paragon at:

	 	 	 
	 		
      Suite 1540 - 800 West Pender Street 
Vancouver,
      British Columbia, 
V6C 2V6

	 	 	 
	 		
      Attention: Michael J. Vande Guchte 
Facsimile No.: 604
      629-2489

	 	 	 
	 	(b) 	
      If to Newco at:

	 	 	 
	 		
      Suite 1240 - 1140 West Pender Street, 
Vancouver,
      BC
V6E 4G1

	 	 	 
	 		
      Attention: Mark J. Morabito 
Facsimile No.: 604
      681-8039

	 	 	 
	 	(c) 	
      If to Crosshair at:

	 	 	 
	 		
      Suite 1240 - 1140 West Pender Street, 
Vancouver,
      BC
V6E 4G1

	 	 	 
	 		
      Attention: Mark J. Morabito 
Facsimile No.: 604
      681-8039







- 20 -

	11.2 	Any notice, direction or other instrument will:
    



	 	(a) 	
      if delivered, be deemed to have been given and received
      on the day it was delivered; and

	 	 	 
	 	(b) 	
      if sent by telecommunication, facsimile or other similar
      form of communication, be deemed to have been given and received on the
      business day following the day it was so sent.




	11.3 	
      A Party may at any time give to the other Party notice in
      writing of any change of address of the Party giving such notice and from
      and after the giving of such notice the address or addresses therein
      specified will be deemed to be the address of such Party for the purposes
      of giving notice hereunder.




	12. 	TERMINATION
    



	12.1 	
      Other than the provisions of this Agreement which
      explicitly survive termination, and sections 2.5, 8.2, 8.4, and 8.6, this
      Agreement will terminate:




	 	(a) 	
      upon the written agreement of the Parties to terminate;
      or

	 	 	 
	 	(b) 	
      if the conditions in Article 8 are not satisfied or
      waived by January 31, 2009.




	13. 	FORCE MAJEURE
    



	13.1 	
      The obligations of a Party shall be suspended to the
      extent and for the period that performance is prevented by any cause,
      whether foreseeable or unforeseeable, beyond its reasonable control,
      including without limitation, labour disputes (however arising and whether
      or not employee demands are reasonable or within the power of the Party to
      grant); acts of God; laws, instructions or requests of any government or
      governmental entity; judgments or orders of any court; inability to obtain
      on reasonably acceptable terms any public or private licence, permit or
      other authorisation; curtailment or suspension of activities to remedy or
      avoid an actual or alleged, present or prospective violation of
      Environmental Laws; action or inaction by any federal, provincial or local
      agency that delays or prevents the issuance or granting of any approval or
      authorisation required to conduct operations beyond the reasonable
      expectations of the Party seeking the approval or authorisation; acts of
      war or conditions arising out of or attributable to war, whether declared
      or undeclared; riot; civil strife, terrorism, insurrection or rebellion;
      fire, explosion, earthquake; delay or failure by suppliers or transporters
      of materials, parts, supplies, services or equipment or by contractors’ or
      subcontractors’ shortage of, or inability to obtain, labour,
      transportation, materials, machinery, equipment, supplies, utilities or
      services; accidents; breakdown of equipment, machinery or facilities;
      actions by native rights groups, environmental groups, or other similar
      special interest groups; or any other cause whether similar or dissimilar
      to the foregoing (an “Intervening Event”).







- 21 -

		
      Notwithstanding any of the foregoing, lack of funds or
      inability to raise financing shall not be considered force majeure events
      for the purposes of this section 13.1.

	 	 
	13.2 	
      A Party relying on the provisions of section 13.1 will
      promptly give written notice to the other Parties of the particulars of
      the Intervening Event and all time limits imposed by this Agreement will
      be extended from the date of delivery of such notice by a period
      equivalent to the period of delay resulting from an Intervening
    Event.

	 	 
	13.3 	
      A Party relying on the provisions of section 13.1 will
      take all reasonable steps to eliminate any Intervening Event and, if
      possible, will perform its obligations under this Agreement as far as
      commercially 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 or to complete its obligations under this Agreement if an
      Intervening Event renders completion commercially impracticable. A Party
      relying on the provisions of section 13.1 will give written notice to the
      other Parties as soon as such Intervening Event ceases to
  exist.




	14. 	DEFAULT
  



	14.1 	
      Notwithstanding anything in this Agreement to the
      contrary, if any Party (a “Defaulting Party”) is in default of any
      requirement herein set forth any other Party may give written notice to
      the Defaulting Party specifying the default and the Defaulting Party will
      not lose any rights under this Agreement, unless within 10 days after the
      giving of the first notice of default by the other Party the Defaulting
      Party has failed to take reasonable steps to cure the default by the
      appropriate performance and if the Defaulting Party fails within such
      period to take reasonable steps to cure any such default, the other Party
      will be entitled to seek any remedy it may have on account of such
      default, which remedies shall include terminating this Agreement and/or
      seeking the remedies of specific performance, injunction or
  damages.




	15. 	RIGHT TO REPRESENTATION
      ON NEWCO BOARD OF DIRECTORS 



	15.1 	
      In connection with the Closing and the completion of the
      Arrangement, Paragon shall have the right (but not the obligation) to have
      one designated nominee on Newco's initial board of directors (i.e., its
      board of directors immediately following the completion of the
      Arrangement). As part of Crosshair's and Newco's preparation of materials
      for the Arrangement, Crosshair and Newco shall provide Paragon with a list
      of the proposed initial directors for Newco. Paragon shall advise
      Crosshair and Newco within 10 business days of receipt of such list (i)
      whether Paragon wishes to have a designated nominee on Newco's initial
      board of directors and, if so, (ii) the name of such nominee and any other
      information reasonably requested by Crosshair or Newco for such
      purpose.







- 22 -

	15.2 	
      Following completion of the Arrangement, as long as
      Paragon holds at least 10% of the issued and outstanding common shares of
      Newco, Paragon shall have the right (but not the obligation) to have one
      designated nominee on the management slate of nominees for the Newco board
      of directors for each annual general meeting of shareholders of Newco (and
      any other Newco shareholder meeting at which directors are to be elected).
      At least 30 days prior to the date that Newco's management information
      circular for any such shareholder meeting is to be mailed to shareholders,
      Newco shall notify Paragon in writing of the proposed management nominees
      for Newco's board of directors. Paragon shall have 10 business days from
      the date of receipt of such notice to inform Newco of (i) whether Paragon
      wishes to have a designated nominee on Newco's board of directors and, if
      so, (ii) the name of such nominee and any other information reasonably
      requested by Newco for such purpose.




	16. 	STANDSTILL
  



	16.1 	
      For a period of 18 months from the date of this
      Agreement, neither Crosshair nor Newco, either directly or indirectly or
      jointly or in concert with any other person, shall, without the prior
      written consent of Paragon, except as allowed under pre- existing
      agreements with Paragon:




	 	(a) 	
      in any manner directly or indirectly acquire, offer to
      acquire or agree to acquire any securities of Paragon;

	 	 	 
	 	(b) 	
      make any proposal for, or offer of (with or without
      conditions), an extraordinary transaction involving Paragon, any of its
      affiliates or its securities or assets (including without limitation an
      amalgamation, plan of arrangement, merger or other business
      combination);

	 	 	 
	 	(c) 	
      engage in any discussions, or enter into any agreement,
      commitment or understanding with any person related to a take-over bid or
      any acquisition of securities or material assets of Paragon;

	 	 	 
	 	(d) 	
      make any public announcement or private disclosure with
      respect to any of the foregoing or any intention, plan or arrangement with
      respect to the same; or

	 	 	 
	 	(e) 	
      assist, advise or encourage any person in doing any of
      the foregoing (including without limitation by providing or arranging
      financing).



Crosshair and/or Newco shall promptly
give notice to Paragon of any proposal made to Crosshair or Newco (as the case
may be) with respect to any of the foregoing. Notwithstanding the foregoing, (i)
the limitation and prohibition as set forth in this section shall not preclude
Crosshair or Newco from acquiring securities in another non-affiliated corporate
entity holding shares of Paragon in its portfolio, (ii) the above limitation and
prohibition set forth in this section 16.1 shall cease to 




- 23 -

apply immediately if another party
announces its intention to make a takeover or similar offer for Paragon or the
possibility of an offer is announced; and (iii) Crosshair’s and Newco’s
obligations in this section 16.1 shall apply to Paragon as a registered
corporate entity and not to another corporate entity which during the term of
this Agreement acquires a controlling interest in Paragon.

	17. 	GENERAL
  



	17.1 	
      The Parties will execute such further and other documents
      and do such further and other things as may be necessary or convenient to
      carry out and give effect to the intent of this Agreement.

	 	 
	17.2 	
      Time will be of the essence in the performance of this
      Agreement.

	 	 
	17.3 	
      This agreement may be assigned by any Party with the
      prior written consent of the other Parties, which will not be unreasonably
      withheld, and will enure to the benefit of and be binding upon the Parties
      and their respective successors and permitted assigns.

	 	 
	17.4 	
      This agreement (including the Schedules thereto)
      constitutes the entire agreement between the Parties and, except as
      hereafter set out, replaces and supersedes all prior agreements,
      memoranda, correspondence, communications, negotiations and
      representations, whether oral or written, express or implied, statutory or
      otherwise between the Parties with respect to the subject matter herein.
      There are no implied covenants contained in this Agreement.

	 	 
	17.5 	
      This agreement will be governed by and construed
      according to the laws of British Columbia and the federal laws of Canada
      applicable therein.

	 	 
	17.6 	
      This agreement may only be amended by the written
      agreement of the Parties hereto and their permitted successors and
      assigns.

	 	 
	17.7 	
      All costs and expenses, including legal fees and
      disbursements, incurred in connection with the negotiation and preparation
      of this Agreement and the consummation of transactions contemplated hereby
      shall be borne by the Party that incurred same.

	 	 
	17.8 	
      This agreement may be executed by facsimile and in one or
      more counterparts, each of which shall be deemed to be an original but
      each of which shall constitute one and the same
  instrument.







- 24 -

IN WITNESS WHEREOF the Parties have executed these presents as
of the day and year first above written.

GEMINI METALS CORP.

	By: 	“Mark J. Morabito” 	 
	  	Name: Mark J. Morabito 	 
	  	Title: Director 	 


CROSSHAIR EXPLORATION & MINING CORP. 

	By: 	“Mark J. Morabito” 	 
	  	Name: Mark J. Morabito 	 
	  	Title: Chief Executive Officer
	 


PARAGON MINERALS CORPORATION 

	By: 	“Michael J. Vande Guchte” 	 
	  	Name: 	 
	  	Title: 	 






SCHEDULE A

Description of Properties

Victoria Lake / South Golden Promise
Project:1


	Property 
	Licence 
	Claims 
	Sq. Km 
	Hectares 
	NTS 
AREA 	Issuance 
Date 	Renewal 
Date 	Report Due 

	VL 

VL 
	08883M 
	166 
	41.5 
	4150 
	12A/06 
	July 2, 2002 
	July 2, 2012 
	September 1, 
2008 
	12380M 
	139 
	34.75 
	3475 
	12A/06 
	July 5, 2004 
	July 5, 2009 
	September 3, 
2008 
	SGP 


SGP 


SGP
      


SGP 


SGP 


SGP 
	12460M 
	70 
	17.5 
	1750 
	12A/09,10, 
15,16 	November 
22, 2004 	November 
22, 2009 	January 21, 
2009 
	12462M 
	256 
	64 
	6400 
	12A/09,16 
	August 19, 
2002 	August 19, 
2012 	October 19, 
2009 
	13591M 
	23 
	5.75 
	575 
	12A/16 
	November 
22, 2004 	November 
22, 2009 	January 21, 
2009 
	13766M 
	34 
	8.5 
	850 
	12A/15, 16 
	August 16, 
2007 	August 16, 
2012 	October 15, 
2008 
	11058M 
	20 
	5 
	500 
	12A/16 
	October 28, 
2004 	October 28, 
2009 	December 29, 
2008 
	11059M 
	4 
	1 
	100 
	12A/16 
	October 28, 
2004 	October 28, 
2009 	December 29, 
2008 
	  	Totals: 	712 	178 	17,800 	  	  	  	  



1 Crosshair has earned a 60% interest in the
Victoria Lake/ South Golden Promise Project.

Golden Promise Project: 1


	Property 
	Licence 
	Claims 
	Sq. Km 
	Hectares 
	NTS 
AREA 	Issuance 
Date 	Renewal 
Date 	Report Due 

	GP 


GP 


GP 


GP
      


GP 


GP 
	8904M 
	6 
	1.5 
	150 
	12A/16 
	July 9, 2002 
	July 9, 2012 
	September 8, 
2008 
	11028M 
	256 
	64 
	6400 
	12A/16 
	June 21, 
2002 	June 21, 
2012 	August 20, 
2008 
	11029M 
	256 
	64 
	6400 
	12A/16 
	June 21, 
2002 	June 21, 
2012 	August 20, 
2008 
	11033M 
	256 
	64 
	6400 
	2D/13, 
12A/16 	June 21, 
2002 	June 21, 
2012 	August 20, 
2009 
	11034M 
	217 
	54.25 
	5425 
	12A/16 
	June 21, 
2002 	June 21, 
2012 	August 20, 
2009 
	11057M 
	42 
	10.5 
	1050 
	12A/16 
	October 28, 
2004 	October 28, 
2009 	December 29, 
2008 
	  	Totals: 	1033 	258.25 	25,825 	  	  	  	  







SCHEDULE B

Encumbrances

	1. 	
      2.0% Net Smelter Return Royalty (“NSR”), of which 1.0% of
      the NSR is purchasable for $1,000,000 (or $500,000 for each 0.5% NSR) with
      a right of first refusal on the remaining 1% NSR, and annual advance
      royalty payments of $20,000 commencing June 1, 2007, to William Mercer
      under the May 22, 2002 Letter Agreement between William Mercer and Rubicon
      Minerals Corporation on the Golden Promise Property, as amended on July
      17, 2003, July 27, 2003, and September 1, 2003. Areas of interest (AOI’s)
      exist on the property.

	 	 
	2. 	
      1.0% NSR granted to Allan Keats, of which 0.5% of the NSR
      is purchasable for $250,000 with a right of first refusal on the remaining
      0.5% NSR; one time cash payment of $1000 if ten drill holes are completed
      on the Three Angle Pond Property, NL (the “Pond Property”); one time cash
      payment of $5,000 if fifty drill holes are completed on the Pond Property;
      and one time cash payment of $25,000 upon completion of a bankable
      feasibility study on the Pond Property, all pursuant to the July 11, 2003
      Royalty Letter Agreement between Allan Keats and Rubicon Minerals
      Corporation on the Pond Property.

	 	 
	3. 	
      2.0% NSR granted to Stephen Courtney and Newfoundland
      & Labrador Minerals Ltd. under the June 14, 2004 Purchase and Royalty
      Letter Agreement between Stephen Courtney and Newfoundland & Labrador
      Minerals Ltd. and Rubicon Minerals Corporation on the OB Property, NL.
      1.0% of the NSR is purchasable for $1,000,000 with a right of first
      refusal on the remaining 1% NSR.

	 	 
	4. 	
      2.5% NSR granted to Al Keats and Kevin Keats under the
      January 8, 2003 Letter Agreement between Al Keats, Kevin Keats and Rubicon
      Minerals Corporation on the Victoria Lake Property. 1.5% of the NSR is
      purchasable for $1,500,000 (or $500,000 for each 0.5% NSR) with a right of
      first refusal on the remaining 1% NSR. Areas of interest (AOI’s) exist on
      the property.

	 	 
	5. 	
      2.5% NSR granted to Al Keats and Kevin Keats under the
      May 18, 2005 Letter Agreement between Al Keats, Kevin Keats and Rubicon
      Minerals Corporation on the Victoria Lake 10188M Property. 1.5% of the NSR
      is purchasable for $1,500,000 with a right of first refusal on the
      remaining 1% NSR. Areas of interest (AOI’s) exist on the
  property.







SCHEDULE C

Proceedings

[Nil]




SCHEDULE D

Underlying Agreements

	1. 	
      May 22, 2002 Letter Agreement between William Mercer and
      Rubicon Minerals Corporation on the Golden Promise Property, as amended on
      July 17, 2003, July 27, 2003, and September 1, 2003.

	 	 
	2. 	
      July 11, 2003 Royalty Letter Agreement between Allan
      Keats and Rubicon Minerals Corporation on Three Angle Pond Property,
      NL.

	 	 
	3. 	
      June 14, 2004 Purchase and Royalty Letter Agreement
      between Stephen Courtney and Newfoundland & Labrador Minerals Ltd. and
      Rubicon Minerals Corporation on the OB Property, NL.

	 	 
	4. 	
      January 8, 2003 Letter Agreement between Al Keats, Kevin
      Keats and Rubicon Minerals Corporation on the Victoria Lake
    Property.

	 	 
	5. 	
      May 18, 2005 Letter Agreement between Al Keats &
      Kevin Keats and Rubicon Minerals Corporation on the Victoria Lake 10188M
      Property.

	 	 
	6. 	
      April 24, 2006 Victoria Lake 10188M Property – Land
      Offering – License 11060 M between Rubicon Minerals Corporation and
      Crosshair Exploration & Mining Corp