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Exhibit 10

(MESSAGE)

W
I T N E S S E T H:

WHEREAS, SEABRIDGE is the
registered and beneficial owner of 49,999 shares, par value $1.00, of the fully
issued, outstanding and non-assessable common minimum fixed capital stock of
NOCHEBUENA represented by Certificate No. 1 (the Fixed Capital Stock);

WHEREAS, the Qualifying
Shareholder is the registered owner and SEABRIDGE is the beneficial owner of
one share, par value $1.00, of the fully issued, outstanding and non-assessable
common minimum fixed capital stock of NOCHEBUENA represented by Certificate No.
2 (the Qualifying Share);

WHEREAS, SEABRIDGE is the
registered and beneficial owner of 85,463,730 shares, par value $1.00, of the
fully issued, outstanding and non-assessable common variable capital stock of
NOCHEBUENA represented by Certificate No. 3 (the Variable Capital Stock and,
together with the Fixed Capital Stock and the Qualifying Share, the SHARES);

WHEREAS, SEABRIDGE wishes to
sell to BERMEJAL the SHARES; and

WHEREAS, BERMEJAL wishes to
acquire and purchase the SHARES.

NOW, THEREFORE, in
consideration of the mutual promises and covenants and other good and valuable
consideration herein set forth, the parties hereto agree as follows:

ARTICLE IDEFINITIONS

1.01.Definitions.-Certain capitalized and other terms used in
this Agreement are defined in Annex A hereto and are used herein within the
meanings ascribed to them therein.

1.02.Rules of Construction.-(a) Unless the context otherwise requires, as
used in this Agreement: (i) a term defined in Annex A has the meaning ascribed
to it in Annex A; (ii) an accounting term not otherwise defined herein has the
meaning ascribed to it in accordance with GAAP; (iii) including and its
variants mean including, without limitation and its variants; (iv) words
defined in the singular have the parallel meaning in the plural and vice versa;
(v) references to written or in writing include electronic form; (vi) words
applicable to one gender shall be construed to apply to each gender; (vii) the
terms hereof, herein, hereby, hereto and derivative or similar words
refer to this entire Agreement, including the Annexes, Exhibits and Schedules
hereto; and (viii) the terms Article,

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(MESSAGE)

(c)          A reference to any Person includes such Persons
successors and permitted assigns.

(d)          Any reference to days means calendar days
unless Business Days are expressly specified.

(e)          The Annexes, Exhibits and Schedules to this
Agreement are incorporated herein by reference and made a part hereof
for all purposes.

(f)          Any references to
dollars or US$ means
dollars of the United States of America unless expressly specified otherwise, and any references to Pesos means
the
currency of the United Mexican States. If any conversion is required between
Pesos and dollars, that conversion shall be made based on the Peso exchange rate published in the Diario
Oficial de la Federaciónby Banco de Méxicoon the Business Day
immediately preceding the applicable payment date.

(g)          This Agreement has been negotiated
by SEABRIDGE
and BERMEJAL and their respective legal counsel, and legal or equitable principles that might require the
construction of this Agreement or any provision of this Agreement
against the party drafting this Agreement shall not apply in any interpretation
of this Agreement.

ARTICLE
IISALE AND PURCHASE

2.01. Sale of
SHARES.-On the terms and
subject to the conditions contained in this Agreement, SEABRIDGE hereby agrees to sell and transfer to
BERMEJAL and BERMEJAL agrees to purchase and acquire all of the SHARES, free and clear of any lien or encumbrance.
SEABRIDGE further agrees to cause the
Qualifying Share to be transferred at Closing to a Person designated by
BERMEJAL. The consideration to be paid by BERMEJAL for the SHARES shall be as
set forth in this Article II.

2.02. Purchase
Price.-The Parties hereto
have agreed that the Purchase Price for the SHARES is US$25,000,000.00 (Twenty five million and 00/100
dollars) payable by BERMEJAL to SEABRIDGE on the Closing Date in immediately available funds, by wire transfer to
the
bank account notified in writing by
SEABRIDGE to BERMEJAL no less than 3 (three) Business Days prior to the Closing
Date.

2.03. Closing of
the Sale of SHARES.-The
execution of this Agreement and the transactions contemplated hereby shall be consummated at a closing to be held
at the
offices located in Corporative BAL, 4th
Floor, Colonia Los Morales, Sección Polanco, 11540 México, D.F., Mexico at
10:00 AM (the Closing) on the Closing Date. The Closing Date shall be (a) the
11th day of December, 2008, provided the Due Diligence has been
concluded to the satisfaction of BERMEJAL and the conditions set forth in Section 2.04 have been fulfilled or
waived or (b)
such other date as SEABRIDGE and BERMEJAL may, by written agreement,
establish.

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(MESSAGE)

(ii)          a certificate duly executed by
the secretary
or any assistant secretary of SEABRIDGE dated as of the Closing Date (a)
attaching and certifying on behalf of SEABRIDGE as complete and correct copies
of (1) the certificate of incorporation, the Articles and the by-laws of
SEABRIDGE in effect as of the Closing Date; (2) the resolutions of the Board of
Directors of SEABRIDGE authorizing the execution, delivery and performance by
SEABRIDGE of this Agreement and the transactions contemplated hereby; (3) a
certificate of compliance of SEABRIDGE under the Canada Business Corporations Actand a certificate of
status
in respect of its registration in Ontario; (b) certifying on behalf of SEABRIDGE the incumbency of each
officer of SEABRIDGE executing this Agreement and/or any document
delivered in connection with the Closing and (c) confirming that SEABRIDGE is
not required to obtain the approval of its shareholders to the execution of
this Agreement for the completion of the transactions contemplated herein;

(iii)        a certificate duly executed by the secretary
or any assistant secretary of NOCHEBUENA dated as of the Closing Date (a)
attaching and certifying on behalf of NOCHEBUENA as complete and correct copies
of (1) the certificate of incorporation and the by-laws of NOCHEBUENA in effect
as of the Closing Date; (2) the resolutions of the Board of Directors of
NOCHEBUENA authorizing the execution, delivery and performance by NOCHEBUENA of
this Agreement and the transactions contemplated hereby; (3) the certified power
of attorney of the signatory of NOCHEBUENA for all closing documents; (4) a
certified copy of all amendments to the By-Laws of NOCHEBUENA that bear on the
power of attorney referenced in the foregoing item (3); and (5) a good standing
and record history certificate issued by the Commerce Registry with respect to
NOCHEBUENA; (b) certifying on behalf of NOCHEBUENA the incumbency of each
officer of NOCHEBUENA executing this Agreement and/or any document delivered in
connection with the Closing and (c) confirming that NOCHEBUENA is not required
to obtain the approval of its shareholders to the execution of this Agreement
for the completion of the transactions contemplated herein;

(iv)        the resignation of all of the members of the
Board of Directors, Comisario(and
Comisario Suplente, if designated), Secretary (and Alternate Secretary, if designated) and
officers of NOCHEBUENA listed in Schedule 1 attached hereto;

(v)         the renunciation or revocation of
general or
special powers of attorney or other rights held by the Persons designated by
SEABRIDGE or NOCHEBUENA and listed in Schedule 2 attached hereto;

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(vii)          the
Books and Records of NOCHEBUENA, including all copies thereof, to the location
specified by BERMEJAL to SEABRIDGE prior to Closing;

(viii)          (a)
a Certificate of the secretary or any assistant secretary of SEABRIDGE
confirming that SEABRIDGE is a
resident of Canada and files tax returns in Canada, (b) a true and correct copy
of the designation of SEABRIDGEs legal representative pursuant to Article 190
of Mexicos Income Tax Law (Ley del Impuesto sobre la Renta), and (c) a true and correct copy of the
corresponding notification thereof to the competent Mexican tax
Governmental Authorities;

(ix)           evidence of filing of notice or
application to
the Comisión Nacional del Agua (CNA) of
the acquisitions of water well
rights;

(x)            opinions of Canadian
and Mexican counsel addressed
to BERMEJAL in the form attached hereto
as Exhibit 2; and

(xi)           evidence of capitalization of
any and all
outstanding accounts payable to SEABRIDGE from NOCHEBUENA and delivery of a new Variable Capital stock certificate
reflecting such capitalization.

2.03.2.BERMEJAL
shall deliver to SEABRIDGE:

(i)          subject
to the provisions of Section 8.01(i) below or Section 2.03.1 (viii) above, as
the case may be, the Purchase Price
by way of wire transfer to SEABRIDGE at such bank account in Toronto, Ontario,
Canada as SEABRIDGE designates as provided in Section 2.02 above, in
immediately available funds;

(ii)         a
certificate duly executed by the secretary or any assistant secretary of
BERMEJAL dated as of the Closing Date
(a) attaching and certifying on behalf of BERMEJAL as complete and correct
copies of (1) the certificate of
incorporation and the by-laws of BERMEJAL in effect as of the Closing Date; (2)
the resolutions of the Board of
Directors of BERMEJAL authorizing the execution, delivery and performance by BERMEJAL of this Agreement and the
transactions contemplated hereby; (3) the certified power of attorney appointing any person that signs any of the
Closing documents on behalf of BERMEJAL; (4) a certified copy of any amendments
to the By-Laws of BERMEJAL that bear on the foregoing power of attorney; and (5) a good standing and record
history
certificate issued by the Mexican Commerce Registry with respect to BERMEJAL;
(b) certifying on behalf of BERMEJAL the incumbency,
due appointment and authority of each officer of BERMEJAL executing this
Agreement and/or any document
delivered in connection with the Closing; and (c) confirming that BERMEJAL is not required to obtain the approval
of its
shareholders to the execution of this Agreement or the completion of the
transaction contemplated herein.

2.04 Conditions Precedent.Each of BERMEJALs and SEABRIDGEs obligations to
complete the purchase and sale of the
SHARES is subject to the following conditions precedent:

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(MESSAGE)

ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING
SEABRIDGE

3.01.SEABRIDGE
represents and warrants to BERMEJAL as of the date hereof and as of the Closing
Date that:

3.01.1.Organization and
Qualification.-It is a
company duly incorporated under the Laws of Canada, it is duly organized and
validly existing under such Laws and is qualified to carry on business in
Ontario, Canada.

3.01.2.Authorization and
Qualification.-It has full
power and authority to carry on its business and to enter into this Agreement
and any agreement or instrument referred to or contemplated by this Agreement
and to carry out and perform all of its obligations and duties hereunder and it
has duly obtained all corporate authorizations for the execution, delivery and
performance of this Agreement and such execution, delivery and performance and
the consummation of the transactions herein contemplated will not contravene
any existing Laws and will not conflict with or result in any breach of any
covenants or agreements contained in, or constitute a default under, or result
in the creation of any encumbrance, lien or charge under, the provisions of its
constituting documents or any shareholders or directors resolution or any
indenture, agreement or other instrument whatsoever to which it is a party or
by which it is bound or to which it may be subject.

3.01. 3. No Brokers.-Other than JPMorgan, which has been retained
by SEABRIDGE, no broker, finder or investment banker is entitled to any
brokerage, finders fee or other fee or commission in connection with the transactions contemplated by this
Agreement by or under any act, agreement or understanding of SEABRIDGE
or NOCHEBUENA with any broker, finder or investment banker. SEABRIDGE shall
indemnify and hold BERMEJAL, its stockholders, officers and directors, harmless
from any claims by any Person for any such fees or commissions or expenses
related thereto.

3.01.4.Title to SHARES.-SEABRIDGE and the Qualifying Shareholder
collectively own beneficially and of record the SHARES. SEABRIDGE and the
Qualifying Shareholder have the full legal right to sell, assign and transfer
the SHARES registered in their names to BERMEJAL and BERMEJALs designee as
contemplated in Section 2.01 and will, upon endorsement for transfer and
delivery of the SHARES as provided in
Section 2.03.l(i) above, transfer to BERMEJAL and BERMEJALs designee, as applicable,
good title to the SHARES free and clear of any liens or other encumbrances.

3.01.5.Due Execution.-This Agreement has been duly executed and
delivered by SEABRIDGE and the Qualifying Shareholder and is valid and binding
upon them in accordance with its terms.

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(MESSAGE)

ARTICLE IV 
REPRESENTATIONS AND WARRANTIES REGARDING
NOCHEBUENA

4.01.SEABRIDGE
and NOCHEBUENA represent and warrant to BERMEJAL as of the date hereof and as
of the Closing Date that:

4.01.1. Organization.-NOCHEBUENA is a company duly incorporated
under the Laws of the United Mexican States, it is duly organized and validly
existing under such Laws and is qualified to carry on business in the place of
its incorporation.

4.01.2. Organizational Documents.-SEABRIDGE has heretofore made available to BERMEJALtrue,
complete and correct copies of the deed of incorporation (escritura constitutiva); by-laws (estatutos sociales), including amendments thereto of
NOCHEBUENA and NOCHEBUENA is not in violation of any of the provisions of its deed of incorporation (escritura
constitutiva); by-laws (estatutos sociales), including
amendments thereto.

4.01.3. Concessions.-NOCHEBUENA has acquired, and currently has
full right, title and owns a 100% interest in the mining concessions known as
(i) Juliana, Título 217,805 which is valid through August 22, 2052, with an
area of 970 hectares, located in the Municipality of Caborca, State of Sonora,
registered on August 23, 2002 in the Public Mining Registry (Registro Público de Minería) under
number 65, page 33, volume 331 of the Mining Concessions Book; (ii) Noche
Buena, Título 217,985 which is valid through September 17, 2052, with an area
of 30 hectares, located in the Municipality of Caborca, State of Sonora,
registered on September 18, 2002 in the Public Mining Registry (Registro Público
de Minería) under number
245, page 123, volume 331 of the Mining Concessions Book; and (iii) River,
Título 229,242 which is valid through March 26, 2057 with an area of 2,616.015
hectares, located in the Municipality of Caborca, State of Sonora, registered
on March 27, 2007 in the Public Mining Registry (Registro Público de Minería) under number 342, page 171,
volume 362 of the Mining Concessions Book (collectively the Concessions) and
the plots of land covered thereby (lotes
mineros).

4.01.4. Land Rights.-NOCHEBUENA has (i) fully pre-paid 20 (twenty)
years land lease rights to 1,000 hectares of land, which is the same land
occupied by the Juliana and Nochebuena Concessions, owned by Mr. Francisco
Manuel Pesqueira Escalante, in the Muncipality of Caborca, State of Sonora for
exploration, mining and other activities related thereto (the Leased Land);
including certain permanent easement rights (servidumbre
de tránsitoand servidumbre de
conducción) over the Access Road from Las Palmas to Noche Buena
Ranch, the Alternative Access Road to Noche Buena Ranch and the Camino de
Entronque, pursuant to and as
defined in the Lease Contract attached hereto as Exhibit 2; (iii)
the right to extend the duration of the Lease Contract for an additional 20
(twenty) year period on the terms set forth in the Lease Contract; and (iv) the
right to purchase from the owner of the land the Leased Land for a price
of US$1,000.00 (One thousand 00/100 dollars) on the terms set forth in the
Lease

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(MESSAGE)

4.01.6. Compliance with Laws.-(i) Except as set forth in Schedule 3
NOCHEBUENA is current and in full compliance and has performed all its
obligations applicable to the Concessions under the Mining Law and its
Regulations, including payment of mining taxes (derechos
sobre minería) and timely filing of assessment work reports (comprobación de obras y trabajos); (ii)
NOCHEBUENA has not received, and is not aware of any condition which might
result in notification from any Governmental Authority that it is not in
compliance with any and all applicable Laws or that it is in default with
respect to any order from a Governmental Authority, including but not limited
to (a) the extemporaneous filing of assessment work for years 2002 through 2006
of the Juliana Concession and (b) the failure to pay mining taxes as listed
in Schedule 3.

4.01.7. No Liens.-The Concessions, the lotes mineroscovered
thereby, and NOCHEBUENAs interest in the Leased Lands are free and clear of
all liens, charges and encumbrances created by, through or under SEABRIDGE or
NOCHEBUENA, or otherwise.

4.01.8. No Actions, Claims or Litigation.-There are no outstanding, pending or, to
SEABRIDGEs knowledge, threatened actions, suits, arbitrations, proceedings or
litigation or third party rights affecting all
or any part of the Concessions or the lotes
mineros, nor, to the best of the information, knowledge and belief
of SEABRIDGE and NOCHEBUENA, is there any basis therefor.

4.01.9. No Commitments.-Except as set forth on Schedule 4, there are
no contracts, agreements or other commitments to which NOCHEBUENA is a party.

4.01.10. No Options.-Other than this Agreement, there are no
agreements, promises to sell, adverse interests or options to acquire or
purchase all or any portion of NOCHEBUENAs interest in the Concessions, the lotes mineros, or the
Leased Lands, and no
Person other than NOCHEBUENA has any proprietary or possession rights or
interest in the Concessions.

4.01.11. Permits and Authorizations.-NOCHEBUENA has obtained all permits, licenses
and authorizations, including but not limited to environmental impact
authorizations, from federal, state or municipal governmental authorities that
were required with respect to its activities to date on the Concessions, and is
current and in full compliance therewith.

4.01.12. Environmental Matters.-(i) NOCHEBUENA has filed and/or obtained all
environmental permits and authorizations required
by applicable Law in respect of its activities to date on the
Concessions, including NOMs; (ii) NOCHEBUENA is in full and timely compliance
with all its obligations under the applicable environmental Laws, NOMs,
environmental permits and authorizations, including if applicable taking all
remedial and restoration actions required thereunder; and (iii) NOCHEBUENA has
received no order or direction, or notice of an order or direction, and neither
NOCHEBUENA nor SEABRIDGE has knowledge of
any condition which might result in any order or direction, from any
Governmental Authority that would constitute an environmental liability in
respect of the Concessions and/or NOCHEBUENAs activities.

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(ii)          All such tax returns and
information and data contained therein have been, in all respects, property and accurately compiled and completed, fairly represent in
all respects the information purported to be shown therein, and reflect all liabilities for taxes for the periods
covered by such tax returns.

(iii)         None
of such tax returns are now under audit or examination by any Governmental
Authority and there are no
agreements, waivers or other arrangements providing for an extension of time
with respect to the filing of any tax return, or the assessment or collection
of any tax or deficiency of any nature whatsoever against NOCHEBUENA.

(iv)          No penalties, interest, fines or
other charges
are or will become due with respect to the late filing of any such tax return or late payment of any such
tax.

(v)           All
withholding tax and tax payment requirement thereof imposed on NOCHEBUENA, including, without limitation, from
each payment
to any of its past or present employees, officers, workers or directors for any and all periods prior
to and including the Closing Date have been or will be timely satisfied
in full on or before the Closing Date.

(vi)        
 NOCHEBUENA has made adequate provision for the payment in full of any and all
unpaid taxes for any and all periods
or portions thereof ending on or before the Closing Date.

4.01.14. Workers
and Employees.-(i)
NOCHEBUENA has no workers or employees in the payroll of NOCHEBUENA, and (ii) NOCHEBUENA has satisfied all of its
obligations to pay the wages, salaries
and other benefits (including any benefits that may be or become due and
payable as a result of termination) to any and all of the workers or employees
it has engaged, under the respective employment contracts and in the
withholding of the applicable income tax (impuesto
sobre productos del trabajo) and in the payment of social
security and INFONAVIT quotas thereon.

ARTICLE
V 
REPRESENTATIONS AND WARRANTIES REGARDING
BERMEJAL

5.01.BERMEJAL
represents and warrants to SEABRIDGE as of the date hereof and as of the
Closing that:

5.01.1. Organization
and Qualification.-It is
a company duly incorporated under the Laws of the United Mexican States, it is duly organized and
validly existing under such Laws and is qualified to carry on business
in the place of its incorporation.

5.01.2. Authorization
and Qualification.-It has
full power and authority to carry on its business and to enter into this
Agreement and any agreement or instrument referred to or contemplated by this

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5.01.3. No Brokers.-No broker, finder or investment banker is
entitled to any brokerage, finders fee or other fee or commission payable by
SEABRIDGE in connection with the transactions contemplated by this Agreement. BERMEJAL shall indemnify and hold
SEABRIDGE, its stockholders, officers and directors, harmless from any claims by any Person for any such fees or
commissions or expenses related thereto.

5.01.4. Due
Execution.-This Agreement
has been duly executed and delivered by BERMEJAL and is valid and
binding upon it in accordance with its terms.

5.01.5. No Omissions or Misstatements.-No representation or warranty made by BERMEJAL in
this Agreement and the schedules
hereto contains any untrue statement of a material fact or omits to state any material fact necessary in order to
make any of
the statements herein not misleading in light of the circumstances in
which they were made.

ARTICLE
VI 
COVENANTS OF SEABRIDGE

6.01. Affirmative Covenants.-SEABRIDGE hereby covenants and agrees that, from
and after the date hereof and until
Closing Date, unless otherwise contemplated by this Agreement or consented to
in writing by BERMEJAL, it will cause
NOCHEBUENA, and NOCHEBUENA agrees:

(i)          to
cooperate fully with BERMEJAL, its officers, representatives and advisors,
providing such information, documents
and access to each of the NOCHEBUENAs accounting, tax, financial and corporate records as may be required
by BERMEJAL
for the due diligence to be performed by BERMEJAL;

(ii)         to
maintain its rights to the Concessions, the lotes
mineros, and the Leased Lands free and clear from all liens
or encumbrances;

(iii)        to
file all past due and pending assessment work reports (comprobación de obras y trabajos) and pay all past
due and pending mining taxes (derechos sobre mineria) listed in
Schedule 3 hereto;

(iv)        
to comply with any and all applicable Laws, including NOMs;

(v)          to
preserve its rights and comply with its obligations under the Lease Contract;

(vi)         to
maintain its books of account and records in the usual and customary manner in
accordance with GAAP;

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6.02. Negative Covenants.-SEABRIDGE hereby covenants and agrees that, from
and after the date hereof and until
Closing Date, unless otherwise contemplated by this Agreement or consented to
in writing by BERMEJAL, it will cause
NOCHEBUENA, and NOCHEBUENA agrees:

(i)          not
to sell, transfer, assign or dispose of the Concessions nor the Lease Contract
to any third party;

(ii)         not to hire any worker or
employee;

(iii)        not create any lien or encumbrance on the
Concessions or the Leased Lands;

(iv)         not to enter into any contracts with a value
in
excess of $25,000.00; and

(v)         not to incur any debt.

ARTICLE
VII 
COVENANTS BY BERMEJAL

7.01. Undertakings by BERMEJAL.-BERMEJAL hereby undertakes to:

(i)          Cause
NOCHEBUENA to a hold shareholders meeting or execute a unanimous written
consent in lieu of a meeting of the
shareholders on the Closing Date, designating new Directors and their respective Alternates, officers,
Comisario(s), Secretary, and attorneys in
fact in lieu of the Directors and Alternates,
officers, Comisario(s), Secretary,
and attorneys in fact designated by SEABRIDGE, approving their actions and omissions and releasing and
indemnifying
such SEABRIDGE designees from any
liability they may have incurred during their tenure and BERMEJAL also
undertakes to cause NOCHEBUENA to
provide to SEABRIDGE a certified copy of the notarial deed that formalized the
said designations and approvals, as
registered at the Commerce Registry, within 20 (twenty) calendar days of the
registration of the same;

(ii)         Give
notice on the Closing Date, to NOCHEBUENA of the acquisition of the SHARES so
that BERMEJAL and its designee become
the shareholders of record of said SHARES, and cause NOCHEBUENA to
provide to SEABRIDGE a certified copy of the entry to that effect in
NOCHEBUENAs stock ledger as soon as possible after the Closing Date;

(iii)        
Cause NOCHEBUENA to give notice within 30 (thirty) calendar days following the
Closing Date, to the Mexican Foreign Investment Registry of the
acquisition of the SHARES, and cause

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ARTICLE VIII 
TAXES

8.01. Withholding
Income Tax and Value Added Tax.-(i) The payment of the Purchase Price shall be subject to the withholding by
BERMEJAL of the
25% (twenty five percent) Mexican income tax as provided in Article 190 of Mexicos Income Tax Law (Ley
del Impuesto sobre la Renta); provided,
however, BERMEJAL shall not withhold
said income tax if (a) SEABRIDGE designates a legal representative resident in Mexico as provided in
Article 208 of Mexicos Income Tax Law; and (b) the corresponding competent
Mexican tax Governmental Authorities are notified of such designation.

8.02. Tax
Indemnification.-(i)
After the Closing Date, and regardless of whether BERMEJAL would be entitled to indemnification for such
amount under Article IX, SEABRIDGE shall indemnify and hold harmless BERMEJAL and its Affiliates,
successors and assigns from and against any fines, penalties or damages attributable to any unpaid or
improperly paid tax liability (including mining rights or derechos sobre minería) of NOCHEBUENA with
respect to a pre-Closing tax period or with respect to the disallowance of any
deduction which gives rise to a deferred compensation, deduction payment, or carryforward payment, determined on
the basis set
forth below. SEABRIDGE shall pay such amounts as they are obligated to pay to BERMEJAL or NOCHEBUENA within 15
Business
Days after payment of any applicable tax liability by BERMEJAL or
NOCHEBUENA.

(ii) Any Taxes for a period of
time including both a pre-Closing period and a post-Closing period shall be
apportioned between such pre-Closing period and the post-Closing period based,
in the case of real and personal
property taxes, on a per diem basis and in the case of other Taxes, on the
actual activities, taxable income or
taxable loss of NOCHEBUENA during such pre-Closing period and post-Closing period determined as if the books of
NOCHEBUENA
were closed on the Closing Date.

ARTICLE
IX 
INDEMNIFICATION AND RELEASES

9.01. Release and Indemnification.-(i) SEABRIDGE shall save harmless BERMEJAL and
NOCHEBUENA and their directors, officers,
employees, agents, Affiliates, successors, and assigns as well as their
representatives on the Board of Directors of NOCHEBUENA from any and all
actions, claims, demands or causes
of action brought by any third party and any and all costs, expenses, damages, losses, or liabilities, whether
contingent or
otherwise, in respect of such actions, claims, demands or causes of action and whatsoever relating in any
way to NOCHEBUENA, including, without limitation, exploration costs, development costs,
environmental claims, labor claims, or taxes; provided they arise due to acts, omissions or failures to act by
SEABRIDGE and/or NOCHEBUENA prior to and up to the Closing and were not
disclosed by SEABRIDGE to BERMEJAL prior to Closing or reserved or provided for
in the financial statements of NOCHEBUENA as of the Closing Date.

(ii)          BERMEJAL
shall and shall cause NOCHEBUENA to jointly and severally indemnify and save harmless SEABRIDGE and its
directors, officers,
employees, agents, Affiliates, successors, and assigns

11

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(MESSAGE)

(iii)          In
the event BERMEJAL discovers, finds or learns of the (a) existence of a
liability not previously disclosed by either SEABRIDGE or NOCHEBUENA or both
prior to the Closing or which is not duly reflected in the accounting records
and the financial statements of NOCHEBUENA as of the Closing Date and/or (b)
the non-existence of an asset recorded in the accounting records and reflected
in the financial statements of NOCHEBUENA as of the Closing Date; SEABRIDGE
shall, promptly after receipt of written notice from BERMEJAL notifying
SEABRIDGE of such liability or nonexistent asset, reimburse NOCHEBUENA an
amount equal to the value of the liability or the nonexistent asset.

(iv)         
In the event after the Closing NOCHEBUENA receives a payment, reimbursement or
refund which is not duly provided for in the accounting records and reflected
in the financial statements of NOCHEBUENA as of the Closing Date NOCHEBUENA
shall promptly pay the amount so received to SEABRIDGE.

(v)        SEABRIDGE
shall indemnify, and hold BERMEJAL and/or NOCHEBUENA harmless (and their
respective Affiliates, officers, directors, employees and shareholders, the
Indemnified Parties) from and against any losses imposed on, incurred by or
asserted against such Indemnified Party to the extent resulting from, and not
otherwise indemnified pursuant to other provisions of this Agreement, breaches
of Articles III, IV and VI of this Agreement by SEABRIDGE and/or NOCHEBUENA,
including any and all taxes, out-of-pocket costs and reasonable expenses
(including attorneys costs) incurred by the Indemnified Parties in respect of
any such breaches.

(vi)        
BERMEJAL shall indemnify, defend and hold SEABRIDGE and the Qualifying
Shareholder harmless (and their respective Affiliates, officers, directors,
employees and shareholders, if applicable, the Seabridge Indemnified Parties)
from and against any losses imposed on, incurred by or asserted against such
Seabridge Indemnified Party to the extent resulting from, and not otherwise
indemnified pursuant to other provisions of this Agreement, breaches of
Articles V and VII of this Agreement by BERMEJAL, including any and all taxes,
out-of-pocket costs and reasonable expenses (including attorneys costs) incurred
by the Seabridge Indemnified Parties in respect of any such breaches.

9.02. Procedure for Indemnified Third Party Claims.-Promptly after receipt by a party
entitled to
indemnification hereunder (the Indemnitee) of written notice of the
assertion or the commencement of any Litigation with respect to any matter
referred to in Section 9.01, the Indemnitee shall give written notice thereof
to SEABRIDGE if the Indemnitee is a Person entitled to indemnification under
Section 9.01 (i) or (iii), or BERMEJAL, if the Indemnitee is a Person entitled
to indemnification under Section 9.01(ii) (in either case, the Indemnitor),
and thereafter shall keep the Indemnitor reasonably informed with respect
thereto; provided, however, that failure of the Indemnitee to give
the Indemnitor notice as provided herein shall not relieve the Indemnitor of
its obligations hereunder except to the extent that the Indemnitor is
prejudiced thereby. If any third party commences any Litigation against any
Indemnitee, the Indemnitor shall be entitled to participate in such Litigation
and, at its option, assume the defense thereof with counsel reasonably
satisfactory to the Indemnitee, at the Indemnitors sole expense; provided,
however, that the Indemnitor shall not have the right to assume the
defense of any Litigation if

12

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(MESSAGE)

9.03.A
claim for indemnification for any matter not relating to a third party claim
may be asserted by giving reasonable
notice directly by the Indemnitee to the Indemnitor. The Indemnitee shall
afford the Indemnitor access to all
relevant corporate records and other information in its possession relating thereto.

If any party becomes obligated
to indemnify another party with respect to any claim for indemnification hereunder and the amount of liability
with respect
thereto shall have been finally determined, the Indemnitor shall pay such amount to the Indemnified Party in
immediately
available funds within ten days following written demand by the
Indemnitee.

9.04.BERMEJAL
hereby acknowledges and agrees that the Qualifying Shareholder is only a party
to this Agreement because he is the
registered shareholder of the Qualifying Share and BERMEJAL hereby releases the Qualifying Shareholder from any or
all obligations, duties or liabilities under the terms of this Agreement, in connection with the purchase
and sale of the SHARES, in relation to the condition, status or title to the Concessions, the lotes
mineros and the Leased Lands or otherwise, beyond the requirement that the
Qualifying Shareholder transfer the Qualifying Share at the Closing; provided,
however, that this Section 9.04 shall not apply in respect of covenants or
representations and warranties of
Seabridge in documents signed by the Qualifying Shareholder in his capacity as
President and CEO of SEABRIDGE.

ARTICLE
X 
PUBLIC STATEMENTS

10.01. Public Statements.-The Parties agree that any of them may make public
statements or press releases
(including those that pursuant to the securities legislation and/or rules of a
securities exchange, any of the Parties
must disclose from time to time), provided that the text of any public notice
or communication, including press
releases, that any of the Parties intends to make that discloses the terms of this Agreement or includes
reference to the
other Party and includes information not previously disclosed publicly, is made available to the
other Party prior to said publication, and its written approval is obtained, which may not be unreasonably
denied, and it must be given as soon as possible but within a period of 2 (two) Business Days counted from and
after receipt of the text of the communication that is to be made.

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(MESSAGE)

ARTICLE XIITERMINATION

12.01 Termination
Events.-This Agreement
may be terminated and the transactions contemplated hereby may be
abandoned:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) at any time, by the mutual
 written agreement of BERMEJAL and SEABRIDGE;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii) by either BERMEJAL or
 SEABRIDGE, at any time prior to Closing, if the other is in material breach or default of its respective
 covenants, agreements, or other obligations in this Agreement or if any of
 its representations in this Agreement are not true and accurate when made or when otherwise required by this
Agreement to
 be true and accurate, and such breach, default or inaccuracy is material to NOCHEBUENA as a whole and has not
been
 cured within 30 (thirty) days
 following written notice thereof given by the terminating party; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii) as otherwise provided in
 this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

12.02 Effect of
Termination.-If this
Agreement shall be terminated pursuant to Section 12.01, all obligations of the parties hereunder shall
terminate, except as set forth in Section 14.01.

ARTICLE XIII 
NOTICES

13.01. Notices.-Any notice, direction or other instrument required or permitted to be
given under this Agreement will be addressed as follows:

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(MESSAGE)

|                |                                                                 
|--------------- | ----------------------------------------------------------------
|If to BERMEJAL:
|                | MINERA BERMEJAL, S. DE
 R.L. DE C.V.                            
|                | c/o Fresnillo plc                                               
|                | Corporativo
 BAL, 4th Floor                                     
|                | Moliere 222                                                     
|                | Colonia Los Morales,
 Seccion Palmas                            
|                | 11540
 Mexico, D.F.                                             
|                | Mexico                                                          
|                | Attention: Jaime Lomelin,
 CEO                                  
|                | Telephone: +52-55-5279-3413                                     
|                | Facsimile:
 +52-55-5279-3489                                    
|                | E-mail:
 jaime.lomelin@fresnilloplc.com                         
|With copies to:
|                | SERVICIOS ADMINISTRATIVOS
 FRESNILLO, S.A. DE C.V.              
|                | Avenida de las Industrias
 4335                                 
|                | Colonia Nombre de Dios
 Industrial                              
|                | 31156 Chihuahua, Chihuahua                                      
|                | Mexico                                                          
|                | Attention: David Giles                                          
|                | Telephone:
 +52-614-442-8480                                    
|                | Facsimile:
 +52-614-417-7602E-mail: david_giles@fresnilloplc.com
|                |                                                                 
|                | NEWMONT USA, LIMITED                                            
|                | 6363 South Fiddlers Green
 Circle                              
|                | Greenwood Village,
 Colorado 80111                              
|                | U.S.A.                                                          
|                | Attention: David Faley,
 Vice-President                         
|                | Telephone: +303-837-5966                                        
|                | Facsimile:+303-837-5810                                         
|                | E-mail: David.Faley@newmont.com                                 

Subject to compliance with
applicable legal requirements for service of process and notifications, any
notice, direction or other instrument given hereunder shall be in writing and
will, if delivered with evidence of
receipt, be deemed to have been given and received on the day it was delivered;
and if mailed by express courier service, be deemed to have been given
and received on the date registered as the date of receipt according to the
couriers records. Notices may also be given between the Parties through
facsimile or any other electronic means, as long as the receipt of such is
confirmed by the receiving Party. Any Party
may at any time give to the other 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.

15

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(MESSAGE)

14.02.Expenses.-Each Party hereto shall be responsible for
its own costs and expenses, including legal, administrative and tax costs as
well as travel expenses.

14.03.Severability.-If any term or other provisions of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other terms, conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any Party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
Parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.

14.04.Assignment.-Neither Party shall assign this Agreement
without the written consent of the Parties, which consent shall not be
unreasonably withheld by any Party hereto except by operation of Law; provided,
however, BERMEJAL may assign this Agreement and/or any right or obligation
hereunder to an Affiliate upon notice thereof to SEABRIDGE. Any purported
assignment of this Agreement in violation of this Section 14.04 shall be null
and void.

14.05.No Waiver.-No failure or delay on the part of any Party
hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of any breach of any representation, warranty, covenant or agreement herein, nor shall
any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right.

14.06.Inurement-This Agreement shall inure to the benefit of
and be binding upon the Parties hereto and their respective successors and
permitted assigns.

14.07.Entire AgreementThis Agreement including the Annex, Schedules
and Exhibits hereto, constitutes the entire agreement between the Parties and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, between the Parties, and there are no warranties,
representations or other agreements between the Parties in connection herewith,
except as specifically set forth herein.

14.08.Further Assurances.Each of the Parties to this Agreement shall
take all such further steps and execute all such further and other
documentation as may be necessary or desirable in order to more fully give
effect to the provisions of this Agreement.

14.09.Governing Law.This Agreement shall be construed and
governed by the laws of the United Mexican States, without reference to the
choice of law or conflicts of law principles thereof.

14.10.Section Headings.Section headings in this Agreement are for
reference and convenience only, with no particular legal significance and do
not expand, amend, alter or influence in any way the substantive provisions of
the Sections to which they refer.

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(MESSAGE)

[SIGNATURE PAGE FOLLOWS]

17

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(MESSAGE)

|       |                        |  | 
|------ | ---------------------- |  | 
|By:    | (-s- Jaimel Lomelín)   | 
|       |                        | 
|Name:  | Jaimel Lomelín         | 
|Title: | Director General (CEO) | 

SEABRIDGE GOLD, INC.

|       |                         |  | 
|------ | ----------------------- |  | 
|By:    | (-s- William Threlkeld) | 
|       |                         | 
|Name:  | William Threlkeld       | 
|Title: | Senior Vice President   | 

MINERA SEABRIDGE GOLD, S.A. DE C.V.

|       |                       |  | 
|------ | --------------------- |  | 
|By:    | (-s- N. E. THRELKELD) | 
|       |                       | 
|Name:  | N. E. THRELKELD       | 
|Title: | VICE PRESIDENT        | 

|                                  |                
|--------------------------------- | ---------------
|(-s- Rudi. P. Fronk)              | ATTORNY IN FACT
|                                  |                
|Rudi. P. Fronk                    |                
|As holder of the Qualified
 Share |                

18

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(MESSAGE)

Agreement shall have the
meaning ascribed to such term in the introductory paragraph of this instrument.

Arbitration shall mean arbitration
conducted in accordance with the provisions of Article XI.

Arbitration Award shall mean
the written ruling of the Arbitrators rendered in accordance with Article XI.

Books and Records shall mean
all books and records of a Person relating to that Persons business, operations and activities, including
all contracts
and agreements to which such Person is a party or by which it is bound, its general and other ledgers,
records of corporate or organizational proceedings, minute books, stock records, stock registry books,
tax records, financial statements, documents of title to real and personal property (bienes muebles),
personnel records,
salary and wage records, inventory records,
checkbooks, bank statements, all Technical Information, and any other
documentation pertaining to such Person.

Business Day shall mean Monday,
Tuesday, Wednesday, Thursday and Friday unless such day shall be a day when
financial institutions in Mexico City, D.F., Mexico or Toronto, Ontario, Canada
or both are authorized by Law to close.

Closing shall have the meaning
ascribed to such term in Section 2.03.

Closing Date shall have the
meaning ascribed to such term in Section 2.03.

Concessions shall have the
meaning ascribed to such term in Section 4.01.3.

Control used as a verb means,
when used with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to
direct or
cause the direction of the management and policies of such entity through (i) the legal or beneficial
ownership of voting securities or
membership interests; (ii) the right to appoint managers, directors or
corporate management; (iii)
contract; (iv) operating agreement; (v)
voting trust; or otherwise; and, when used with respect to a person, means the
actual or legal ability to control
the actions of another, through family relationship, agency, contract or
otherwise; and Control used as a
noun means an interest which gives the holder the ability to exercise any of
the foregoing powers.

GAAP shall mean United Mexican
States generally accepted accounting principles, consistently applied.

Governmental Authority shall
mean any federal, state, municipal or governmental agency, authority, administrative agency, regulatory body,
commission
or instrumentality (other than a court).

Indemnified Party shall have
the meaning ascribed to such term in Section 9.01(iv).

19

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(MESSAGE)

Lease Contract shall mean the Contrato de Arrendamiento de Terreno Rústico y de
Otorgamiento de Opción de Compra y de Derecho de Preferencia para Comprarlodated February 22, 2008
under notarial deed number 4,564 granted before Notary Public
No. 7, Lie. René Balderrama Sánchez, of the city of Navojoa, State of
Sonora a copy of which is attached hereto as Exhibit 1.

Leased Land shall mean the
1,000 hectares of land owned by Mr. Francisco Manuel Pesqueira Escalante, in the Muncipality of Caborca, State of
Sonora for exploration and other activities related thereto; including certain
permanent easement rights (servidumbre de
tránsitoand servidumbre deconducción) over the Access Road from Las Palmas to Noche
Buena Ranch, the Alternative Access Road
to Noche Buena Ranch and the Camino de
Entronque, as defined in the Lease Contract.

Litigation means any claim,
action, suit, proceeding, arbitration, investigation, hearing, or other
activity or procedure that could result in a Judgment.

NOCHEBUENA shall mean Minera
Seabridge Gold, S.A. de C.V., a corporation organized and existing under
the Laws of the United Mexican States.

NOMs shall mean a Norma Oficial Mexicanaissued by a
Governmental Agency under the applicable Law.

Person shall mean an
individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint
venture,
association or unincorporated organization, or any other form of business
or professional entity, excluding a Governmental Authority.

Purchase Price shall mean
US$25,000,000.00 (Twenty five million United States dollars).

Qualifying Share shall mean a
share of the capital stock of NOCHEBUENA and the ownership of which by a Person other than the owner of the
remaining shares of the capital stock of NOCHEBUENA is necessary for compliance
with applicable provisions of the Mexican Ley
General de SociedadesMercantiles.

Qualifying Shareholder shall
mean Rudi P. Fronk.

SHARES shall mean the
85,513,730 shares of fully issued, paid and non-assessable, outstanding shares representing 100% of the capital
stock of
NOCHEBUENA, including the Qualifying Share.

Technical Information shall
mean all maps, drill logs and other drilling data, core samples and tests, pulps, reports, surveys, assays,
analyses,
production and operation reports, and any other technical material or
information relating to the Concessions.

20

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(MESSAGE)

|                                                                               
|-------------------------------------------------------------------------------
|Moliere 222, Los Morales 
 Palmas                                             
|Fourth Floor                                                                   
|Attn: Chief Executive Officer                                                  
|Facsimile: (525) 5279-3489                                                     
|                                                                               
|(hereinafter Concessionaire)                                                 
|                                                                               
|and                                                                            
|                                                                               
|SEABRIDGE GOLD
 INC.,a company
 organized and existing under the laws of Canada
|106 Front Street East, Suite 400                                               
|Toronto, Ontario M5A 1E1                                                       
|Attn: President                                                                
|Facsimile: 1-416-367-2711                                                      
|                                                                               
|(hereinafter Beneficiary)                                                    

With the acknowledgement of
Minera Penmont, S. de R.L. de C.V. solely for purposes of sections 8.11.3 (ii) and 8.11.4, but in no way limiting
the
obligations of Penmont hereunder after completion of the transfer
therein mentioned.

RECITALS

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. | Under the Purchase and Sale
 Agreement dated as of the Effective Date (the Purchase Agreement) between Minera EI Bermejal,
S. De
 R.L. De C.V., a company organized and existing under the laws of the United Mexican States
(Bermejal)
 and Beneficiary the Beneficiary
 agreed to sell and Bermejal agreed to purchase 100% of the capital stock of Concessionaire
 for U.S.$25,000,000.00 (the Transaction);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | B. | The Concessionaire has acquired,
 and currently has full right, title and owns a 100% interest in the mining concessions known as (i)
Juliana,
 Título 217,805 which is valid through August 22, 2052, with an area of 970 hectares, located in
 the Municipality of Caborca, State of Sonora, registered on August 23, 2002 in the Public Mining Registry
(Registro Público de Minería) under number 65, page 33, volume 331 of the Mining
 Concessions Book; (ii) Noche Buena, Título 217,985 which is valid through September 17, 2052, with
an area of 30
 hectares, located in the Municipality of Caborca, State of Sonora, registered
 on September 18, 2002 in the Public Mining Registry (Registro Público de
 Minería) under number 245, page 123, volume 331 of the Mining
 Concessions Book; and (iii) River, Título 229,242 which is valid through
 March 26, 2057 with an area of 2,616.015 hectares, located in the
 Municipality of Caborca, State of Sonora, registered on March 27, 2007 in the Public Mining Registry
(Registro Público de Minería) under number 342, page 171, volume 362 of the Mining
 Concessions Book (collectively the Concessions)
 and the plots of land covered thereby (lotes
 mineros); and
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | C. | In connection with the
 Transaction, Concessionaire has agreed to pay to Beneficiary the Contingent Production Bonus (defined below) and
 the Royalty (defined below) in accordance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                                      
|--------------------------------------
|                                      
|Page
 1 Royalty Agreement (v40-101007)

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(MESSAGE)

AGREEMENT

1. Royalty:
Production Bonus

1.1Concessionaire shall pay to Beneficiary a
production royalty (Prima por
Descubrimiento) in the amount of one and one half Percent (1.5%) of
Net Smelter Returns (as hereinafter described) from the sale or other
disposition of gold produced from the Concessions; provided, however, said
Royalty shall only be payable if and as long as the Applicable Spot Price
(defined below) used to calculate the amount of the Royalty payable in respect
of any month (or, if the payment is in kind, that would have been used) is
equal to or higher than US$800.00 (Eight hundred 00/100 dollars) per troy
ounce, as determined in accordance with the provisions of this Agreement (the Royalty).
The Concessionaires obligation to pay the
Royalty to the Beneficiary shall have the same duration as the respective terms
of the Concessions and any amendments, relocations, conversions,
renewals or extensions, and replacements thereof, and shall not be impaired or
diminished by any grouping, merger, division, reduction, or any other similar
actions taken with respect to the land covered by the same. In addition,
Concessionaire shall pay to Beneficiary a contingent production bonus (Contraprestación por Inicio de
Producción) of
US$5,000,000.00 by direct bank deposit to Beneficiarys account as Beneficiary
shall designate subject to achievement of, and within 10 Business Days
following, the date of, Commencement of Commercial Production of ore from the
Concessions (the Production Bonus).

1.2Net Smelter Returns. Net Smelter Returns (liquidaciónes neta de
fundición,) shall
be determined by multiplying (a)
the gross number of troy ounces of gold recovered from production from the Concessions during the preceding
calendar
month (Monthly Production) delivered to the smelter, refiner,
processor, purchaser or other recipient of such production (collectively, Buyer),
by (b) the average of the London
Bullion Market, Afternoon Fix, spot prices reported for the preceding calendar
month (the Applicable Spot Price), and subtracting from the product of
Subsections 1.2(a) and 1.2(b)only the following if actually incurred: (i) charges imposed by the
Buyer for
refining bullion from doré or concentrates of Gold (Beneficiated
Gold) produced by Concessionaires final mill or other final processing
plant; however, charges imposed by the Buyer for smelting or refining of raw or
crushed ore containing gold or other
preliminarily processed gold shall not be subtracted in determining Net Smelter
Returns; (ii) penalty
substance, assaying, and sampling charges imposed by the Buyer for refining Beneficiated Gold contained in such
production;
and (iii)charges and costs, if
any, for transportation and insurance of Beneficiated Gold from
Concessionaires final mill or other final processing plant to places where
such Beneficiated Gold are smelted, refined and/or sold or otherwise disposed
of.

1.3In the event the refining of bullion from the
Beneficiated Gold contained in such production is carried out in custom toll
facilities owned or controlled, in whole or in part, by Concessionaire or any
of its Affiliates, which facilities were not constructed solely for the purpose
of refining Beneficiated Gold from the
Concessions, then charges, costs and penalties for such refining shall mean the
amount Concessionaire would have incurred if such refining were carried
out at facilities not owned or controlled by Concessionaire or any of its
Affiliates then offering comparable services for comparable products on prevailing terms, but in no event greater
than
actual costs incurred by Concessionaire or its Affiliate with respect to
such refining. In the event Concessionaire receives insurance proceeds for loss
of production of gold, Concessionaire shall pay to Beneficiary the Royalty
percentage of any such insurance proceeds which are received by Concessionaire
for such loss of production.

|                                     
|-------------------------------------
|                                     
|Page 2 Royalty Agreement (v40-101007)

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(MESSAGE)

(a)Royalty
In Kind. If Beneficiary elects to receive its Royalty for gold in kind: (i)Beneficiary
shall open a bullion storage account at each refinery or
mint designated by Concessionaire as a possible recipient of refined bullion in which Beneficiary owns an
interest, not
exceeding three (3) refineries or mints
in total at any one time. Beneficiary shall be solely responsible for all costs
and liabilities associated with
maintenance of such account or accounts, and Concessionaire shall not be
required to bear any additional expense with respect to such in-kind
payments, (ii)Royalty will be
paid by the deposit of refined bullion into Beneficiarys account. On or before
the 25th day of each calendar month following a calendar month during which delivery to the Buyer of the Monthly
Production or other disposition occurred,
Concessionaire shall deliver written instructions to the mint or refinery, with
a copy to Beneficiary directing the
mint or refinery to deliver refined bullion due to Beneficiary in respect of
the Royalty, by crediting to
Beneficiarys account the number of ounces of refined bullion for which Royalty
is due; provided, however, that the
words other disposition as used in this Agreement shall not include processing, milling,
beneficiation or refining
losses of gold. The number of ounces of refined bullion to be credited will be based upon Beneficiarys share
of the previous months delivery to the Buyer of the Monthly Production or other disposition as
calculated pursuant to the commingling provisions of Section 1.8. (iii)Title
to refined bullion delivered to Beneficiary under this Agreement shall pass to
Beneficiary at the time such bullion
is credited to Beneficiary at the mint or refinery, (iv)Beneficiary agrees to hold harmless
Concessionaire from any liability imposed as a result of the
election of Beneficiary to receive Royalty in kind and from any losses
incurred as a result of Beneficiarys trading and hedging activities. Beneficiary assumes all responsibility
for any
shortages which occur as a result of Beneficiarys anticipation of credits to its account in advance
of an actual deposit or credit to its account by a refiner or mint, (v)When the Royalty payments are paid
in
kind, they will not reflect the costs deductible in calculating Net Smelter Returns under this
Agreement. Instead, within thirty (30) days of the receipt of a statement showing charges incurred by
Concessionaire for transportation, smelting or other deductible costs in respect of Royalty payments already
received in kind, Beneficiary shall remit to Concessionaire full payment for such charges. If
Beneficiary does
not pay such charges when due, Concessionaire shall have the right, at its election, provided
Beneficiary does not dispute such charges, to deduct the gold equivalent of
such charges from the ounces of gold bullion to be credited to Beneficiary in a
following month.

(b) In
Cash. If Beneficiary elects to receive its Royalty for gold in cash,
payments shall be payable on or before
the later of ten (10) days after Concessionaire receives payment from the Buyer
or the twenty-fifth (25th) day of
the month following the calendar month in which the Monthly Production subject
to the Royalty was delivered to the
Buyer by Concessionaire. For purposes of determining Monthly Production and calculating the cash amount due to
Beneficiary, gold will be deemed to have been delivered to the Buyer or otherwise disposed of at the time
refined production from the Concessions is delivered, made available, or credited to Concessionaire by a
mint or refiner. The price used for calculating the cash amount due for Royalty
on gold shall be the Applicable Spot Price. Concessionaire shall make each Royalty payment to be paid in cash by
delivery of
a check payable to Beneficiary and delivering such check to Beneficiary at the address listed in
this Agreement, or to such other address as Beneficiary may

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1.7 Hedging Transactions. All profits and losses resulting from
Concessionaires sales of gold, or Concessionaires
engaging in any commodity futures trading, option trading, or metals trading,
or any combination thereof, and any
other hedging transactions including trading transactions designed to avoid losses and obtain possible gains due
to metal
price fluctuations (collectively, Hedging Transactions) are specifically excluded from
Royalty calculations
pursuant to this Agreement. All Hedging Transactions by Concessionaire
and all profits or losses associated therewith, if any, shall be solely for
Concessionaires account.

1.8Commingling. Concessionaire shall have the right to
commingle gold from the Concessions with minerals from other properties. Before any gold produced from the
Concessions are commingled with minerals
from other properties, the gold produced from the Concessions shall be measured
and sampled in accordance with sound
mining and metallurgical practices for moisture, metal, commercial minerals and
other appropriate content, applied
on a consistent basis. Representative samples of the gold shall be retained by Concessionaire and assays
(including
moisture and penalty substances) and other appropriate analyses of these samples shall be made before
commingling to determine gross metal content of gold. Concessionaire shall retain such analyses for a
reasonable amount of time, but not less than twenty four (24) months, after receipt by Beneficiary of the
Royalty paid with respect to such commingled minerals from the Concessions, and
shall retain such samples taken from the Concessions for not less than ninety (90)
days after collection.

2. Stockpilings
and Tailings. All tailings, residues, waste rock, spoiled leach materials,
and other materials (collectively Materials)
resulting from Concessionaires operations and activities on the Concessions
shall be the sole property of Concessionaire, but shall remain subject to the
Royalty should the Materials be
processed or reprocessed, as the case may be, in the future and result in the
production and sale or other
disposition of gold. Notwithstanding the foregoing, Concessionaire shall have
the right to dispose of Materials
from the Concessions on or off of the Concessions and to commingle the same (as
provided herein) with materials from other properties. In the event Materials
from the Concessions are processed or
reprocessed, as the case may be, and regardless of where such processing or
reprocessing

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(MESSAGE)

4. Term. The duration of the Royalty created hereby
shall be for the term specified in Section 1.1 hereof, it being the intent of
the Parties hereto that, to the extent allowed by law, the Royalty shall
constitute a vested interest in and a covenant running with the land affecting
the Concessions and all successions thereof
whether created privately or through governmental action and shall inure to the
benefit of and be binding upon the Parties and their respective legal
representatives, successors and assigns so long as Concessionaire or any
successor or assign of Concessionaire holds any rights or interests in the
Concessions by any contractual arrangement or other means whatsoever. The
Parties do not intend that there be any violation of the rule of perpetuities.
If, however, such violation should inadvertently occur, the Parties hereby
agree that an arbitration panel shall reform that provision in such a way as to
approximate most closely the intent of the Parties within the limits
permissible under such rules.

5. Royalty
Obligation and Relinquishment of Concessions. The obligation to pay the Royalty shall attach to any
amendments,
relocations, conversions, renewals or extensions, replacements, groupings,
mergers, divisions, reductions, or any other similar actions taken with respect
to any mining claim. The obligation to pay the Royalty shall run with the
Concessions and shall be applicable to Concessionaire and its successors and assigns of the Concessions and to
any other person acquiring any of the Concessions or in and to any interest in any of the rights derived
from the same by any form of agreement or contractual arrangement or by
enforcement of any court order or judicial, labor or arbitral judgment, or by
any form of government decree, order, or action, or by any other means
whatsoever. If Concessionaire or any Affiliate or successor or assign of
Concessionaire surrenders, allows to lapse or otherwise relinquishes or
terminates its interest in any of the Concessions and within a period of three
(3) years after the effective date of relinquishment or abandonment reacquires
a direct or indirect interest in the land covered by the former Concessions, then from and after the date
of such reacquisition such reacquired properties shall be included in the
Concessions and the Royalty shall apply to such interest so acquired.
Concessionaire shall give written Notice to Beneficiary within ten (10)
days of any acquisition or reacquisition of the Concessions.

6. No
Obligation to Mine.
Concessionaire shall have sole discretion to determine the extent of its mining
of the Concessions and the time or the times for beginning, continuing or
resuming mining operations with respect thereto. Concessionaire shall have no
obligation to Beneficiary or otherwise to mine any of the Concessions.

7. Reporting,
Records and Audits, Inspections, New Resources or Reserves, Confidentiality and
Press Releases.

7.1Reporting. No later than February 15 of each year, Concessionaire shall
provide to Beneficiary an annual report of activities and operations conducted
with respect to the Concessions during the preceding calendar year, and from
time to time shall provide such additional information as Beneficiary may
reasonably request. Such annual report shall include details of: (a)the
preceding years activities with respect to the Concessions; (b)ore reserve
data for the calendar year just ended; and (c)estimates of anticipated
production and estimated remaining ore reserves with respect to proposed
activities for the Concessions for the current calendar year.

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(MESSAGE)

7.3Audit
Rights, The Beneficiary shall
have the right to have each detailed statement and each annual report delivered
under Subsection 1.5(c) and Section 8.1 of this Agreement, respectively,
audited and in connection therewith
to have, and its representative and agents to have, access to the books and
records of the Concessionaire,
including as contemplated in Section 8.2. To exercise its audit rights in
respect of the detailed statements in
a calendar year and the annual report of the calendar year the Beneficiary must
deliver to the Concessionaire
written notice of its intention to conduct an audit within six months after the
Beneficiary receives the annual report for that calendar year. The Beneficiary,
or its representative duly authorized
in writing, at its expense, shall have the right to audit the books and records
of the Concessionaire to determine
the accuracy of the calculations of the Royalty. The audit shall be conducted by a chartered or certified public
accountant of
recognized standing. A copy of the Beneficiarys report in respect of the audit shall be delivered to the
Concessionaire upon completion, and any discrepancy between the amount actually paid by the
Concessionaire and the amount which should have been paid according to the Beneficiarys report shall be
paid forthwith, one Party to the other. In the event that the said discrepancy is to the detriment of the
Beneficiary and exceeds 5% of the amount actually paid by the Concessionaire,
then the Concessionaire shall pay the entire cost of the audit.

7.4Confidentiality. Except for recording this Agreement, Beneficiary
shall not, without the prior written consent
of Concessionaire disclose to any third party Data or information obtained
pursuant to this Agreement which is
not generally available to the public; provided, however, Beneficiary may
disclose data or information so
obtained without the consent of Concessionaire: (a) if required for compliance with laws, rules,
regulations or orders of a governmental agency, court
or stock exchange; (b) to any of Beneficiarys consultants or advisors; (c) to any third party
to whom Beneficiary,
in good faith, anticipates selling or
assigning Beneficiarys interest in the Concessions; (d) to a prospective lender, provided that such
consultants, third parties or lenders first sign a
confidentiality agreement with Beneficiary;
or (e) to a third party to which a
Party or its parent company contemplates a transfer to, or a merger,
amalgamation or other corporate reorganization with, provided however, that any
such third party to whom disclosure
is made has a legitimate business need to know the disclosed information, and
shall first agree in writing to protect the confidential nature of such
information to the same extent Beneficiary is obligated under this
section.

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(MESSAGE)

8. General
Provisions.

8.1Amendment. This Agreement may be amended, modified or
supplemented only by a written agreement signed by each Party.

8.2Waiver
of Rights. Any waiver of, or consent
to depart from, the requirements of any provision of this Agreement shall be effective only if it is in
writing and signed by the Party giving it, and only in the specific instance and for the specific purpose
for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any
such right shall preclude any other or further exercise of such right or
the exercise of any other right.

8.3Governing
Law. This Agreement shall be
construed and governed by the laws of the United Mexican States, without reference to the choice of law or
conflicts of law principles thereof.

8.4Dispute
Resolution. In the event of Concessionaire
and Beneficiary being unable to resolve any dispute under this Agreement, including through the use of nonbinding
mediation, it shall be resolved through
binding arbitration. Either party may initiate resolution of such dispute
through binding arbitration, by
giving written notice of such decision to the other party. Such notice shall
identify the arbitrator nominated by such party and the other party shall have
20 (twenty) Business Days to nominate a
second arbitrator. Within 20 (twenty) Business Days after the nomination of the
second arbitrator by the party
receiving the election to arbitrate or by the International Chamber of Commerce
in Paris (ICC), as hereinafter
provided, the two arbitrators shall jointly nominate a third arbitrator to act
as chairman. In the event of being
unable to agree on such an arbitrator, Concessionaire and Beneficiary shall
proceed to the ICC for the nomination of the third arbitrator. If either of
Concessionaire or Beneficiary fails to nominate its own arbitrator the said ICC shall do so at the request of the
other
party. To the extent not otherwise provided
in this Section, the arbitration shall be conducted in accordance with the
rules of ICC. The arbitration
proceedings will take place in Houston, Texas in the English language. All
costs and expenses of any such
arbitration shall be borne by the Parties as determined by the arbitrators.
Arbitrators must be nationals of
countries other than Canada or Mexico. The arbitrators shall interpret and
enforce this Agreement to the fullest extent possible in accordance with its
terms but if a dispute cannot be resolved by application of that standard, they may decide ex aequo et bono.A judgment upon the
award rendered may be entered into any court of competent jurisdiction or
application may be made to such court for a judicial acceptance of the award or an order of enforcement, as the
case may be. This Subsection 8.4 shall
not preclude the Parties from moving or applying for provisional remedies (providencias precautorias)
from Mexican courts or judges under the Mexican Código de Comercio.If the Party in question deems the
provisional remedies provided
by the Mexican Código de Comercioinsufficient,
ineffective, not designed, or unfit
to accomplish the desired protective end, the Party may elect to move or apply for providencias
cautelaresfrom Mexican courts or judges under the Code of Civil
Procedures of the State of Sonora,
Mexico (Código de Procedimientos Civiles
para el Estado de Sonora). The Parties

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(MESSAGE)

8.7No
Joint Venture, Mining Partnership, Commercial Partnership. This Agreement shall not be construed to create,
expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership
relationship
between or among Concessionaire and Beneficiary.

8.8Time. Time is of the essence of each provision of this
Agreement.

8.9Definitions. In this Agreement and the Schedule(s) attached
to this Agreement the following terms shall have the following meanings:

Affiliate of a Party
means an entity or person that Controls, is Controlled by, or is under common
Control with the Party through direct or indirect ownership of greater than
fifty percent (50%) of the voting
securities entitled to elect, or other rights to appoint, a majority of the
directors of the entity.

Agreement (or Royalty
Agreement) means this Royalty Agreement and all amendments, modifications
and supplements thereto.

Applicable Spot Price
has the meaning described in Section 1.2.

Beneficiary shall
include, to the extent applicable in the circumstances, all of Beneficiarys
successors-in-interest, including
without limitation assignees, partners, joint venture partners, lessees, and
when applicable mortgagees and Affiliates having an interest in the
Concessions.

Beneficiated Gold has
the meaning described in Section 1.2.

Business Day means any
calendar day other than a Saturday or Sunday or any statutory holiday or civic holiday
in Mexico City, D.F., Mexico, or Toronto, Ontario, Canada or both.

Buyer has the meaning
described in Section 1.2.

Commencement of Commercial
Production shall be deemed to have commenced on the first day of the calendar month following the first
30 consecutive
days during which gold has been produced from the Concessions at an average rate not less than 80%
of the initial rated capacity of the facilities.

Concessionaire shall
include, to the extent applicable in the circumstances, all of Concessionaires
successors-in-interest, including without limitation assignees, partners, joint
venture partners, lessees, and when applicable mortgagees and Affiliates having
an interest in the Concessions.

Concessions means the
concessions described in attached Schedule A including without limitation any amendments, supplements, renewals,
groupings,
mergers, divisions, reductions, replacements thereof and any other
similar actions taken with respect to same.

Control used as a verb
means, when used with respect to an entity, the ability, directly or indirectly

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(MESSAGE)

Effective Date
means the date specified on the top of page one of this Agreement.

Hedging Transactions
has the meaning described in Section 1.7.

Materials has the
meaning described in Article 2.

Monthly Production
has the meaning described in Section 1.2.

Net Smelter Returns has the meaning
described in Section 1.2.

Notice has the
meaning described in Section 8.10.

Parties means
Beneficiary and Concessionaire collectively.

Party means either
of the Parties individually.

Purchase Agreement
means that certain agreement described in Recital
A.

Production Bonus
means the Contraprestación por Inicio de
Producciónas described in Section
1.1.

Royalty means the Prima por Descubrimientoor Net Smelter
Returns royalty stipulated in Section 1.1.

Transmission has
the meaning described in Section 8.10.

8.10Notices. (a)Any Notice, demand or other communication (in this section, a
Notice)
required or permitted to be given or made hereunder shall be in writing and
shall be sufficiently given or made if: (i)delivered in person during normal
business hours of the recipient on a Business Day and left with a receptionist
or other responsible employee of the recipient at the applicable address first set
forth in this Agreement; or (ii)sent by facsimile transmission (a Transmission)
during normal business hours on a Business Day charges prepaid and confirmed by
regular mail at the address first set forth in this Agreement; and (b)each
Notice sent in accordance with this section shall be deemed to have been received: (i)on the day it was
delivered; or on
the same day that it was sent by fax transmission, or (ii)on the first
Business Day thereafter if the day on which it was sent by fax transmission was
not a Business Day or the time at which it
was sent was after the end of business hours at the place of receipt. The
Notice addresses for the Parties are set out on page one of this
Agreement. A Party may change its address for Notice by giving Notice to the
other Party in accordance with this section. Notice to Concessionaire shall additionally be sent to Newmont Mining
Corporation, 1700 Lincoln Street, 36thFloor, Denver, Colorado 80203
U.S.A., Attention: Land Dept., Facsimile: 303.837.5851.

8.11Assignment; Right of First Offer. Except as otherwise provided in this
Agreement, either Party shall

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(MESSAGE)

8.11.2This
right of first offer shall apply to Beneficiary, its successors and assigns
(including affiliates, subsidiaries
or successors by merger) but shall not apply to a Disposition made by
Beneficiary to a wholly-owned subsidiary, affiliate or parent company.

8.11.3Notwithstanding
the foregoing:

(i)
Concessionaire shall have the unrestricted right to assign part or all of its
rights and obligations under this Agreement to any of its wholly-owned
affiliates or subsidiaries, upon written notice to Beneficiary and subject to
the affiliate or subsidiary that is the transferee agreeing to be bound by all of
the terms and conditions of this Agreement; and

(ii)
Within 45 days of the date of this Agreement, Concessionaire shall transfer, or
cause to be transferred, the entirety of its rights and obligations under this
Agreement to Minera Penmont S. de R.L. de C.V. (Penmont) in conjunction with
the concurrent transfer of its rights to the Concessions, and Penmont hereby
agrees to accept such transfer, such transfer to have the effect that, upon completion thereof, Penmont
shall be responsible for, or otherwise fully assume all of the rights
and obligations of Concessionaire as direct and unconditional obligations of
Penmont.

8.11.4Assumption
of Obligations if No Transfer. In the event that Penmont for any reason does
not receive the transfer mentioned under Section 8.11.3(ii) above within the
time period contemplated in such Section
8.11.3(ii), Penmont hereby assumes and agrees to be liable for and bound by all
of the obligations of the Concessionaire under this Agreement without the need
to execute any further agreement or instrument. Furthermore, Penmont
hereby acknowledges that it

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(MESSAGE)

8.14Entire Agreement. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof.

8.15Rule Against Perpetuities. The Parties do not intend that there be any
violation of the rule of perpetuities, the rule against unreasonable restraints
or the alienation of property, or any similar rule. Accordingly, if any right
or option to acquire any interest in the Concessions, or in any real property
under this Agreement, such right or option must be exercised, if at all, so as
to vest such interest within time periods permitted by applicable rules. If,
however, such violation should inadvertently occur, the Parties hereby agree
that a court shall reform that provision in such a way as to approximate most
closely the intent of the Parties within the limits permissible under such
rules.

8.16Counterparts. This Agreement may be executed in any
number of counterparts, and it shall not be necessary that the signatures of
the Parties be contained on any counterpart. Each counterpart shall be deemed
an original, but all counterparts together shall constitute one and the same
instrument.

8.17Translation, Notarization and Recordation. The Concessionaire shall have this
Agreement translated into Spanish by a registered expert translator as soon as
possible and both Parties hereto undertake to ratify the English and Spanish
versions before a Notary Public of Concessionaires choice in Mexico City and
of the Beneficiarys choice in Hermosillo for each of the Concessionaire and
the Beneficiary, respectively, and at Concessionaires expense within 21
(twenty one) Business Days following the
Effective Date and Concessionaire shall forthwith thereafter file it for
recordation before the Registro
Público de Mineriaof the Dirección
General de Minasand satisfactorily complete the registration
process as soon as possible, according to the applicable regulations, also at
the Concessionaires expense. The Beneficiary may elect to file the Spanish
version of this Agreement with the Registro
Publico de Mineriaat the Concessionaires expense. If requested by
the Beneficiary, the Concessionaire shall diligently cooperate with and provide
to the Beneficiary any additional documents it may need to complete such registration. In the event of conflict or
discrepancy between the English and Spanish versions, the English
version shall prevail as among the Parties.

8.18Lien. The Beneficiarys Royalty and
Production Bonus hereunder shall constitute a direct and unconditional
obligation of the Concessionaire in order to secure the payment of the
Beneficiarys Royalty and Production Bonus when and as agreed herein. This obligation,
and the corresponding annotation of such obligation in the Mexican Public
Mining Registry, shall run with the Concessions and with any amendment,
relocation, conversion, renewal or extension, replacement, grouping, merger, division, reduction of, or any other
similar
actions taken with respect to, the Concessions, and any transfer of any of the
Concessions or disposition of any interest therein or rights derived from the
same shall unconditionally remain subject to the said obligation and
annotation before the Mexican Mining Registry, as well as to the terms of this
Agreement, to the extent that such obligation arising under this Agreement
remains un-discharged.

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(MESSAGE)

Solely for purposes of Sections
8.11.3(ii) and 8.11.4, but in no way limiting the obligations of Penmont hereunder
after completion of the transfer therein mentioned:

MINERA PENMONT S. de R.L. de C.V.

|       |                        | 
|------ | ---------------------- | 
|By:    | (MESSAGE)              | 
|       |                        | 
|Name:  | JAIME LAMELIN          | 
|Title: | DIRECTOR GENERAL (CEO) | 

Its
Authorized Representative

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