Exhibit 10.16


 


 AMENDED AND RESTATED MINING LEASE


 


THIS
AMENDED AND RESTATED MINING LEASE ("Agreement"), entered into on November 22, 2017, but effective as of March
28, 2007 (the "Effective Date"), by and between


 


		(1)	Kasey
                                         Leigh Tucker (successor to Ronald Tucker as more fully described in the Recitals below
                                         and thus referred to herein as "Lessor") and



 


		(2)	Tower
                                         Hill Mines, Inc., an Alaska corporation formerly known as Talon Gold Alaska, Inc. and
                                         thus referred to herein as "Lessee"),



 


amends
and restates that certain Mining Lease effective as of March 28, 2007, between Ronald Tucker and Talon Gold Alaska, Inc. ("Original
Lease") affecting the property described in Exhibit A attached hereto ("Property"), as the same
has been amended of the date first set forth above.


 


Recitals


 


WHEREAS,
Kasey Leigh Tucker is the successor to the interest of Ronald Tucker under the Original Lease by virtue of that certain Co-Personal
Representatives' Deed dated March 10, 2009, and recorded in the Fairbanks Recording District on March 10, 2009, as Document No.
2009-003983-0;


 


WHEREAS,
Talon Gold Alaska, Inc. changed its name to Tower Hill Mines, Inc., effective as of August 11, 2011;


 


WHEREAS,
Lessor and Lessee desire (a) to amend the Original Lease in several respects, (b) to incorporate said amendments
into this Amended and Restated Mining Lease, and (c) to cause a new memorandum lease to be recorded to impart constructive notice
of this Amended and Restated Mining Lease,


 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein, the parties hereby agree as follows:


 


WITNESSETH:


 


In
consideration of the mutual promises and covenants set forth herein, Ten Dollars ($10.00) in hand paid by Lessee to Lessor,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessee and
Lessor (sometimes individually each referred to hereinafter as a "Party" or collectively as the "Parties")
agree as follows:


 


I. 
GRANT OF LEASE


 


1.1             
Grant of Lease. Lessor hereby grants and conveys unto Lessee, its successors and assigns forever, subject
to Section 5.1, below, an exclusive lease of the Property on the terms and conditions set forth in this Agreement. As
used in this Agreement, the term "Property" means Lessor's entire undivided interest in those lands described
in Exhibit A, attached hereto and made a part hereof, together with all minerals, mineral substances, mineral rights, water
rights, and all surface, access, and other rights, including substitute or successor rights, associated with or appurtenant to
such Property.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 1
	 



     


    

  


1.2             
Term. The initial term of this Agreement shall be ten years (10) from the Effective Date
(i.e., until March 28, 2017), unless sooner terminated according to the provisions of this Agreement. This Agreement
shall remain in effect after the initial term for so long thereafter as "Mining Related Activities" (as defined
below) continue to be conducted on or for the benefit of the Property or other contiguous or adjacent properties owned
or controlled by Lessee. It shall not be required that Mining Related Activities be continuous in order for this
Agreement to be extended beyond the initial term hereof, provided that Mining Related Activities are conducted at
some time during each year of the extended term.


 


For
purposes of this Agreement, "Mining Related Activities" means any or all of the following:


 


		•	exploring
                                         for minerals in, under, or for the benefit of the Property or contiguous or adjacent
                                         properties owned or controlled by Lessee;



 


		•	determining the quantity
                                         and quality of minerals in, under, or for the benefit of the Property or contiguous
                                         or adjacent properties owned or controlled by Lessee;






 


		•	determining
                                         the feasibility of permitting, developing, operating, and reclaiming a mine and associated
                                         facilities within or for the benefit of the Property or contiguous or adjacent
                                         properties owned or controlled by Lessee, or undertaking related work that furthers
                                         or advances development of a mine and associated facilities within the Property or
                                         contiguous or adjacent properties owned or controlled by Lessee;



 


		•	conducting
                                         studies, including but not limited to environmental, geotechnical, and engineering studies,
                                         for the benefit of the Property or contiguous or adjacent properties owned or
                                         controlled by Lessee, or that furthers or advances development of a mine and associated
                                         facilities within the Property or contiguous or adjacent properties owned or controlled
                                         by Lessee;



 


		•	undertaking
                                         stakeholder engagement, engaging legal support, and engaging in strategic planning associated
                                         with proposing, permitting, and developing a mine and associated facilities within or
                                         for the benefit of the Property or contiguous or adjacent properties owned or
                                         controlled by Lessee, or that furthers or advances development of a mine and associated
                                         facilities within the Property or contiguous or adjacent properties owned or controlled
                                         by Lessee.



 


1.3              
Grant of Rights. During the term of this Agreement, Lessor grants to Lessee the following exclusive
rights:


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 2
	 



     


    


 



		(a)	the right of entry;
	 	 	 



		(b)	the
                                         right, by whatever method is now known or subsequently developed, to survey, explore,
                                         prospect, sample, drill, develop, mine (including without limitation by surface, open
                                         pit, underground, solution, or any other method whatsoever), cross-mine, stockpile, remove,
                                         transport, leach, concentrate, mill, smelt, beneficiate, process, treat, ship, market,
                                         and sell all minerals, whether extracted or removed from the Property or other
                                         properties;



 


		(c)	the
                                         right to construct, use, maintain, repair, replace, and relocate buildings, roads, pipelines,
                                         ore bins, shafts, declines, inclines, tunnels, drifts, adits, open pits, openings, haulage
                                         ways, mine workings, leach pads, mineral treatment facilities, tailings ponds, waste
                                         dumps, ore stockpiles, reservoirs, power and communication lines, and any other structures,
                                         facilities, or improvements of any kind or description whatsoever;



		(d)	the
                                         right to use the Property for the storage or permanent disposal of minerals, overburden,
                                         waste, tailings, water, or other by-products of materials produced from the Property
                                         or from other properties;



 


		(e)	the
                                         right to use all easements, rights-of-way, and means of access owned or controlled by
                                         Lessor for ingress and egress to, from, across, and through the Property;



 


		(f)	the
                                         right to take, develop, or use water, whether surface, underground, or artesian, by any
                                         lawful taking or development, without restriction as to the place or places of Lessee's
                                         use of the waters;



 


		(g)	the
                                         right to extract, process, test, remove, and dispose of any minerals and mineral substances
                                         for testing purposes (including, without limitation, for bulk samples) without payment
                                         of any Production Royalty or other additional consideration whatsoever to Lessor,
                                         provided that Lessee shall pay Production Royalty on any such minerals
                                         removed from the Property for testing purposes for which it receives actual sales
                                         revenues;



 


		(h)	the
                                         right to use the Property for all of the purposes stated in this Section 1.3 in
                                         connection with or in furtherance of Lessee's activities on other properties;
                                         and



 


		(i)	the
                                         right to exercise all other rights that are incidental to or customarily associated with
                                         any or all of the rights granted expressly or implicitly to Lessee in this Agreement.



 


 1.4              [Deleted) [reserved right to conduct Simultaneous placer Operations has expired].





 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 3
	 



     


    

 


II. PAYMENTS TO LESSOR




 


2.1              
Advance Minimum Royalties. "Advance Royalties" as used herein means the amount required to be paid
by Lessee to Lessor, as set forth below, to provide for a specific minimum payment in such periods. During the term
of this Agreement, Lessee shall pay to Lessor the following Advance Royalties:


 


		(a)	Upon
                                         the execution of this Agreement: $3,000 [the parties acknowledge and agree that
                                         this amount was timely paid in 2007];




 



		(b)	Upon
                                         the second Anniversary of the Effective Date: $5,000 [the parties acknowledge
                                         and agree that this amount was timely paid in 2008]; and



 


		(c)	Upon
                                         the third Anniversary of the Effective Date: $10,000 [the parties acknowledge
                                         and agree that this amount was timely paid in 2009]; and



 


		(d)	Upon
                                         the fourth and each succeeding Anniversary of the Effective Date: $15,000 [the
                                         parties acknowledge and agree that (i) amounts due in 2010-2017 were timely paid and
                                         (ii) the next amount due hereunder will be due on March 28, 2018].



 


Advance
Royalties shall be paid on or before the date due. Lessee shall not be responsible or liable for Advance Royalties that
become due subsequent to termination or expiration of this Agreement. Advance Royalties paid hereunder shall be credited
against and fully recoupable from any and all Production Royalty that may accrue under Section 2.2, regardless of whether
such Production Royalty accrues or is made in the same or any subsequent year to the year of payment of the Advance
Royalties.


 


2.2              
Production Royalty. Lessor will retain a royalty (the "Production Royalty") on any minerals mined
and sold from the Property, equal to two percent (2%) of "Net Smelter Returns" (as defined in Exhibit
B). The Production Royalty will be calculated and paid in accordance with the provisions of Exhibit B.


 


2.3             
Positive Production Decision Payment. Upon Lessee making a Positive Production Decision, as hereinafter
defined, Lessee shall pay Lessor Two Hundred and Fifty Thousand Dollars ($250,000) payable in two equal installments.
The first installment shall be paid within the 120 days following a Positive Production Decision and the second installment
shall be on or before the first anniversary date of the first installment payment. The Positive Production Decision payment
shall be a credit against and fully recoupable from any Production Royalty payments due Lessor. For the purposes
stated herein, the term "Positive Production Decision" shall mean a decision made by Lessee's Board of
Directors to commence commercial production from the Property on the basis that a project feasibility study was completed
and gave a positive recommendation to commence production on the date of the decision.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 4
	 



     


    

 


2.4             
Option to Purchase Property (including Production Royalty). At any time during the term of this Agreement,
Lessee shall have the exclusive option to purchase one hundred percent (100%) of Lessor's right, title and interest
in and to the Property (including the Production Royalty), free and clear of all liens, charges, or encumbrances
arising by, through, or under Lessor, for the price of one Million Dollars ($1,000,000).


 


 III. OPERATIONS




 


3.1              
No Implied Covenants. Lessee does not make, and the Advance Royalties and other obligations of Lessee
under this Agreement exclude and negate, any express or implied covenant or duty of Lessee to conduct any activity
upon or for the benefit of the Property, including without limitation any activities related to the exploration, development,
or mining of the Property. Whether or not any such exploration, development, mining, or other activities shall at any time
(including, without limitation, during the initial term or any extended term of this Agreement) be conducted and the location,
manner, method, extent, rate, and timing of such activities (if any) shall be determined within the sole and absolute discretion
of Lessee.


 


3.2             
Compliance with Law: Reclamation. In connection with its activities upon the Property, Lessee shall endeavor
in good faith to comply with applicable provisions of Federal, State and local laws and regulations. Upon expiration or termination
of this Agreement, Lessee shall reclaim all portions of the Property disturbed by its operations (i.e., to the extent
and only to the extent of Lessee's disturbance) in accordance with all applicable governmental laws, regulations and orders.
Lessee shall have the right, without payment of any additional consideration to Lessor, to enter upon the Property
subsequent to termination of this Agreement for purposes of performing such reclamation work.


 


3.3             
Permits and Approvals. Lessor understands that Lessee may make efforts to obtain permits, licenses, rights,
approvals or authorizations from governmental or private persons or entities in connection with the exercise by Lessee of
its rights under this Agreement. Upon request by Lessee, Lessor shall assist and cooperate fully with Lessee
in any such endeavor, including, without limitation, the execution of pertinent documents and the making of verbal endorsements
for Lessee's related activities.


 


3.4             
Liens. Lessee shall keep the title to the Property free and clear of all mechanic's and supplier's liens
resulting from its operations under this Agreement. Lessee may refuse, however, to pay any claims asserted against it which
Lessee disputes in good faith. Lessee may contest any suit commenced to enforce such a claim, but under no circumstances
shall Lessee allow the Property or any portion thereof to be sold as a result of foreclosure of such a lien.


 


3.5              
Indemnity. Each Party covenants and agrees to indemnify the other from and against any and all liability,
claims, damages (including attorneys' fees) and causes of action for injury to or death of persons, and damage to or loss or destruction
of property and environmental liabilities resulting from the indemnifying Party's use or occupancy of the Property or
its operations hereunder.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 5
	 



     


    

 


3.6             
Commingling. Lessee shall have the right to commingle minerals produced from the Property ("Subject
Ore") with minerals produced from other lands ("Other Ore") for any purposes whatsoever, including,
without limitation, processing or conversion to another product. In the event that Lessee commingles Subject Ore with
Other Ore pursuant to this Section 3.6, Lessee shall perform sufficient sampling, weighing, and assaying, in accordance
with standards and practices generally accepted or employed within the industry, to determine the grades and quantities of minerals
removed and sold from the Property. Without limiting the foregoing, in the event that Lessee commingles Subject
Ore with Other Ore then, for purposes of determining Production Royalty payable to Lessor, the percentages
of valuable minerals ultimately recovered from the commingled ore (i.e., from the commingled Subject Ore and Other Ore
as a whole) shall conclusively be deemed applicable to the Subject Ore included therein. Lessor has the right,
at its own expense, to take independent samples of commingled ores, upon reasonable advance notice to Lessee and in a manner
that will not interrupt Lessee's operations.


 


3.7             
Taxes.




 


		(a)	Taxes. Lessor shall promptly pay when due all ad valorem and real property taxes and
                                         assessments levied upon, assessed against, or relating to the Property; provided,
                                         however, that Lessee shall reimburse Lessor for any increases in or advance
                                         payments of such real property taxes or assessments that are attributable to any enhancement
                                         in the value of the Property resulting from Lessee's activities under this
                                         Agreement, including, without limitation, deferred agricultural property taxes.
                                         Each of Lessee and Lessor shall be responsible for all taxes and assessments
                                         levied or assessed upon or against their respective personal property located on or about
                                         the Property. Each of Lessee and Lessor shall be responsible for
                                         payment of income taxes on their own respective incomes. If Lessor fails to timely
                                         pay such taxes, Lessee shall have the right, but not the duty, to pay such taxes
                                         on Lessor's behalf and deduct such amounts from any amounts due Lessor hereunder;
                                         and



 


		(b)	Cooperation.
                                         Lessor shall promptly furnish to Lessee all bills, demands, notices, assessments,
                                         or statements received by Lessor which relate to any tax, assessment, or fee for
                                         which Lessee is responsible, in whole or in part, pursuant to this Section 3.7.
                                         Each Party shall provide the other Party with copies of all checks and
                                         other documentation evidencing the timely payment of all taxes, assessments and fees
                                         for which it is responsible pursuant to this Section 3.7.



 


3.8             
Claim Holding Costs. So long as this Agreement has not been terminated, Lessee will pay all claim
holding costs and comply with any assessment requirements, as necessary to maintain the Property in good standing.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 6
	 



     


    

 


IV. TITLE




 


4.1             
Provision of lnformation. Upon request by Lessee, Lessor shall furnish to Lessee copies of all
information in its possession or under its control relating to title to or the description of the Property, including without
limitation copies of all abstracts, certificates of title, title insurance policies, commitments for title insurance, title reports,
memorandum or opinions of counsel, prior deeds, contracts, maps, surveys, and documents filed with any local, state or federal
governmental agency. Lessee shall promptly reimburse Lessor for the costs of such copies. Upon execution of this
Agreement, Lessor shall provide to Lessee any and all information in their possession or under their control regarding
any existing or past industrial, milling, manufacturing, waste storage, exploration, development, mining, processing, or beneficiating
use of the Property. Pursuant to this Section 4.1, Lessor shall only be obligated to provide to Lessee information
that is in their possession or under their control and Lessor shall not be obligated to obtain or provide any other information
or documents.


 


4.2             
Representations. Lessor represents to Lessee that, to the best of Lessor's knowledge, information
and belief, after having made due enquiry, as of the Effective Date and as of the date of execution of this Agreement:


 


		(a)	Lessor
                                         is the sole legal and equitable owner of a one hundred percent (100%) undivided ownership
                                         right, title, and interest in and to the Property, without limitation or restriction
                                         whatsoever;



 


		(b)	the
                                         Property is free and clear of all leases, liens, charges, encumbrances, adverse
                                         claims, burdens on production, and royalty interests;



 


		(c)	any
                                         and all taxes and assessments that have been levied or assessed against or upon the Property
                                         that are due and owing have been paid;



 


		(d)	Lessor
                                         has the full right, power, and authority to enter into, execute, and deliver this
                                         Agreement and to perform all of Lessor's obligations hereunder, and such
                                         execution and performance shall not violate any contract or other obligation of Lessor;



 


		(e)	Lessee
                                         shall have the quiet and peaceful possession and enjoyment of the Property,
                                         and, upon request by Lessee, Lessor shall defend title to the Property, and
                                         Lessee's quiet and peaceful possession and enjoyment thereof, against any and
                                         all persons or entities who may claim any right, title or interest in or to the Property
                                         or any portion thereof;



 


		(f)	there
                                         is and has been no violation of any applicable federal, state, or local law or regulation,
                                         including, without limitation, those concerning zoning, land use, or environmental protection,
                                         with respect to the Property or activities relating thereto;



 



    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 7
	 



     


    

 

		(g)	no
                                         actions, claims, or proceedings have been brought, asserted, or threatened concerning
                                         the ownership or right to possession of the Property or any portion thereof or
                                         otherwise concerning the Property or activities relating thereto: and



 


		(h)	all
                                         unpatented mining claims included in the Property have been properly staked and
                                         maintained and validly exist in accordance with applicable law.



 


4.3             
Indemnity. If any
of Lessor's representations set forth in Section 4.2 is less than as represented,
Lessor shall indemnify and hold Lessee harmless from and against any and all damage, liability, obligation, claim,
demand, judgment, action, cost, loss, and expense, including, without limitation, reasonable attorneys' fees, arising directly
or indirectly as a result of said misrepresentation.


 


4.4             Title Curative Measures.




 


		(a)	Title
                                         Defects. If title to any part of the Property
                                         is defective or less than as represented in Section 4.2, Lessee shall have
                                         the right, but not the obligation, to undertake to cure any such defects or to defend
                                         or to initiate litigation to perfect, defend or cure title to the Property;



 


		(b)	Crediting
                                         of Costs. Lessee
                                         shall have the right to credit against any and
                                         all payments to Lessor under this Agreement ("Payments"), including
                                         without limitation Advance Royalties, Production Royalty payments and Positive
                                         Production Decision payments, any and all costs and expenses incurred by Lessee
                                         in connection with any action to cure, defend, or perfect title pursuant to Section
                                         4.4(a). Such costs and expenses may include, without limitation, those relating to title
                                         research, court costs, surveying, and attorneys' fees;



 


		(c)	Redemption.
                                         Lessee, at its option, shall have the right to pay off, discharge, or redeem,
                                         in whole or in part, any or all mortgages, liens, encumbrances, or unpaid taxes on, against,
                                         or affecting the Property. If
                                         Lessee pays any such mortgage, lien, encumbrance,
                                         or unpaid taxes, Lessee shall be subrogated to the rights of the holder thereof
                                         and shall have the right to retain and repay itself from any or all Payments;
                                         and



 


		(d)	Liability.
                                         Lessee at any time may withdraw from or discontinue any action or activity undertaken
                                         or initiated by it to cure, defend or perfect title to the Property pursuant to
                                         Section 4.4(a). Lessee shall not be liable to Lessor in any way if Lessee
                                         is unsuccessful in, withdraws from, or discontinues any such action or activity.



 


4.5             
Additional and After-Acquired Title. If Lessor now owns, or subsequently
acquires, any further right, title, or interest in or to the Property, Lessor shall promptly provide Lessee with
written notice thereof and such right, title, and interest shall, without payment of additional consideration, be part of the
Property and subject to all of the terms and conditions of this Agreement.


 



    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 8
	 



     


    




 


4.6             
Lesser Title. If Lessor
owns less than the entire and undivided estate in those lands described as the Property (including, without limitation,
the minerals therein, thereon, and thereunder), as warranted in Section 4.2(a), then Lessee shall have the right to reduce
all Payments to Lessor so that such Payments are made to Lessor only in the proportion that Lessor's
actual interests in the Property bears to the entire undivided interest. Lessee shall be entitled to offset
all overpayments or monies erroneously paid to Lessor against any and all subsequent Payments.


 


4.7             
Third Party Claims. If any
person or entity (other than Lessor) makes a bona fide claim or asserts or appears to hold any right, title, or interest
whatsoever in or to the Property (including, without limitation, the minerals therein, thereon, or thereunder), production
therefrom, or this Agreement, then the following shall apply:


 


		(a)	Lessee may deposit
                                         in a special escrow account any Payments otherwise due Lessor;






 


		(b)	the
                                         sum deposited shall remain in the special escrow account until the claim or controversy
                                         is resolved or until there has been a final determination by a court or administrative
                                         body of competent jurisdiction and all appeals have been exhausted or periods for appeal
                                         have expired; and



 


		(c)	Lessee
                                         shall have the right to deduct from any Payments any amounts that Lessee
                                         is required to pay to such third parties or that Lessee reasonably elects
                                         to pay to such third parties in satisfaction of their claims.



 


 V. LESSOR'S USE, INSPECTIONS, RECORDS AND CONFIDENTIALITY




 


5.1             
Lessor's Use and Inspections.


 


		(a)	During
                                         the term of this Agreement Lessor shall have, in accordance with applicable laws,
                                         the right of entry and use of the Property for purposes that do not interfere
                                         with the current and anticipated activities of Lessee. Lessor acknowledges and
                                         agrees that Lessee's use of the Property shall prevail in the event of
                                         any conflict between the use or proposed use of the Property by Lessee and
                                         Lessor. Lessor agrees to assume all liability for, and to indemnify, protect,
                                         and hold harmless Lessee from and against any and all damage, loss, liability,
                                         obligation, claim, demand, cost, or expense (including attorneys' fees) which it incurs
                                         or to which it becomes subject as a result of or arising out of any such entry use or
                                         the presence or actions of Lessor (or its agents or invitees) upon the Property,
                                         including, without limitation, those relating to death, personal injury, or property
                                         damage; and




 



    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 9
	 



     


    


 


		(b)	Subject
                                         to compliance with applicable federal, state, and local health and safety laws and regulations,
                                         and requirements of Lessee's health and safety program, Lessor shall have
                                         the right, upon not less than forty-eight (48) hours prior written notice to Lessee,
                                         at a mutually convenient time and during normal business hours, and at the sole risk
                                         of Lessor, to inspect the facilities, operations, and mine workings of Lessee
                                         upon the Property. Lessee shall have the right to accompany Lessor upon
                                         any such inspection. Lessor agrees to assume all liability for, and to indemnify,
                                         protect, and hold harmless Lessee from and against any and all damage, loss, liability,
                                         obligation, claim, demand, cost, or expense (including attorneys' fees) which it incurs
                                         or to which it becomes subject as a result of or arising out of any such inspection or
                                         the presence or actions of Lessor (or its agents or invitees) upon the Property,
                                         including, without limitation, those relating to death, personal injury, or property
                                         damage.



 


5.2             
Books and Records. Lessee shall keep accurate records of all minerals extracted and sold from the Property
by Lessee, and of all calculations relative to Production Royalty payments hereunder for not less than two (2)
calendar years. Such records may be inspected by Lessor or duly authorized representatives of Lessor once each calendar
year at a mutually convenient time, during normal business hours, upon providing to Lessee not less than twenty- one (21)
days prior written notice. Under no circumstances shall Lessee be obligated to provide access to Lessor to any confidential,
interpretive or proprietary data, information, or techniques. The indemnification and hold harmless provisions set forth in the
last sentence of Section 5.4 shall
also apply to any and all inspections of records pursuant to this Section 5.2.


 


5.3             
Confidentiality. Lessor agrees that, during the term, and for a period of one (1) year thereafter, Lessor
shall treat all information related to or acquired under this Agreement, including, without limitation, any interpretive,
proprietary, or financial information, as confidential and shall not give, disclose, or make available any such information to
any third party or to the public without the prior written consent of Lessee, except if such disclosure is required by
law or legal process, in which case Lessor shall notify Lessee so that it may pursue a protective order. Lessor
shall not make, disclose, or issue any press release, statement, or other disclosure, of any type whatsoever, pertaining to
the Property, this Agreement, or Lessee's operations hereunder, without the express prior written consent
of Lessee as to both the form and content thereof.


 


5.4             Provision
of Information. Upon written request by Lessor made within ninety (90) days after termination, expiration,
or surrender of this Agreement, Lessee shall provide to Lessor copies of all information and data in
its possession or under its control generated by and pertaining directly to Lessee's operations upon the Property pursuant
to this Agreement; provided however, that Lessee shall be under no obligation whatsoever to provide Lessor with
any proprietary, interpretive, or financial information whatsoever. Lessee makes no representations or
warranties whatsoever as to the truth, accuracy, or completeness of any information that may be provided to Lessor pursuant
to this Agreement, provided such information is given in good faith. Lessor shall rely upon such information
at its sole risk and shall
indemnify, protect, and hold harmless Lessee from and against any and all damage, loss, liability, obligation, claim, demand,
cost, or expense (including attorneys' fees) which it incurs or to which it becomes subject as a result of or arising out of any
reliance upon such information by Lessor or by any person or entity obtaining such information directly or indirectly by
or through Lessor.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 10
	 



     


    

  


 VI. TERMINATION




 


6.1             
By Lessor. At the election of Lessor, the failure of Lessee to perform any material obligation
according to the terms or provisions of this Agreement, which failure substantially affects the rights of Lessor under
this Agreement, shall constitute an event of default. Upon the occurrence of an event of default, Lessor shall give
to Lessee written notice of default, specifying in reasonable detail the particular default or defaults relied on by Lessor.
Lessee shall have thirty (30) days after receipt of Lessor's notice in which to contest, cure, or commence to cure
(and diligently thereafter proceed to cure) the alleged default or defaults. If
Lessee contests that an event of default occurred, it shall so advise Lessor in writing within thirty (30)
days after receipt of Lessor's notice. If, within fifteen
(15) days after Lessor's receipt of Lessee's notice the Parties have not resolved the dispute by mutual agreement,
the issue of default may be submitted to a court of competent jurisdiction, and Lessee shall not be deemed to be in default
until the matter shall have been determined finally by the court and all appeals have been waived or exhausted and all periods
for appeal have expired. If the judicial process results in a
final finding of default, Lessee shall have thirty (30) days thereafter in which to cure or commence to cure (and diligently
thereafter proceed to cure) the default. Upon Lessee's failure to cure or commence to cure the default within the time
periods allowed above, Lessor may declare, by written notice to Lessee, a termination of this Agreement. Lessor's
sole remedy shall be the recovery of actual compensatory damages.


 


6.2             
By Lessee. Lessee shall have the right, at any time and from time to time, to surrender and terminate this Agreement,
as to all or any part of the Property, by providing to Lessor written notice of such surrender. The termination
of this Agreement with respect to the portion of the Property specified in such notice shall take effect upon the
date specified in the notice. Upon such termination, Lessee's right, title, interest, and obligations with respect to the
Property surrendered shall terminate, except as provided in this Agreement to the contrary. All Payments which have
accrued as of the date of termination shall be payable to Lessor by Lessee. If
Lessee surrenders some, but not all, of the Property, this Agreement shall remain in full force and
effect with respect to that portion of the Property that is not surrendered. Any portion of the Property with respect
to which this Agreement is terminated will be in good standing for at least one year following the date of such termination.


 


6.3             
Removal of Property. Lessee shall have the right, but not the obligation, for a period of one (1) year after
expiration, surrender, or termination of this Agreement, to enter upon and remove from the Property any or all machinery,
equipment, fixtures, buildings, improvements, concentrates, ore, tailings, residue, and personal property of every kind and description
erected or placed upon or extracted from the Property by Lessee. Any such property not removed by Lessee
from the Property within the period allowed for removal shall become the
exclusive property of Lessor and Lessee shall
have no further right, title, obligation, or interest therein.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 11
	 



     


    




 


 VII. FORCE MAJEURE




 


7.1       Force
Majeure. The time for the exercise of rights or the performance of obligations hereunder, including, without limitation,
the removal of property pursuant to Section 6.3, and the term of the Agreement included herein, shall be extended for a
period equal to the period or periods of Force Majeure. The term "Force Majeure" refers to any cause of any kind
or nature whatsoever beyond Lessee's reasonable control that prevents, inhibits, or delays Lessee's performance
hereunder, including without limitation the following:


 


		(a)	law, ordinance, governmental
                                         regulations, restraint, or court orders;



 


		(b)	action or inaction of civil
                                         or military authorities;



 


		(c)	inability
                                         to obtain or delay in obtaining any license, permit, or other authorization that may
                                         be necessary to any of Lessee's activities hereunder;



 


		(d)	unusually severe weather;



 


		(e)	mining
                                         casualty, unavoidable mill shutdown, damage to or destruction of mine, plant, or facility;



 


		(f)	fire, explosion, flood,
                                         storm, earthquake, or other acts of God;



 


		(g)	insurrection, war, riot,
                                         labor disputes;



 


		(h)	inability
                                         to obtain workers, fuel, or materials upon reasonable commercial terms; or



 


		(i)	delay in transportation.



 


 VIII. ASSIGNMENT




 


8.1       Assignment.
Upon providing written notice to the other Party in accordance with Section 9.2, either Party may assign
its respective rights and obligations under this Agreement. No such assignment shall in any way enlarge or diminish the
rights or obligations of Lessee or Lessor hereunder and the assigning Party shall remain liable for performance
of this Agreement in the event that the assignee defaults in its performance hereunder following a written demand and reasonable
time to cure such default. A fully-executed memorandum of assignment in recordable form shall be provided to the non-assigning
Party by the assigning Party.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 12
	 



     


    

 


IX. PAYMENTS AND NOTICES




 


9.1             
Payments. All Payments provided for in this Agreement may
be made by mailing or delivering company checks of Lessee to Lessor
at the address set forth in Section 9.2. Notwithstanding any provision of this Agreement
to the contrary or any assignment pursuant to Section 8.1, under no circumstances shall Lessee
be required to make any Payment hereunder, except by mailing or delivering
one check to a single address. Upon making such Payment, Lessee shall be relieved
of any and all responsibility for the division or distribution of the amount paid. Payments shall
be deemed made upon delivery (in cases of personal delivery of checks) or upon mailing (in cases of mailing of checks by U.S.
mail).


 


9.2             
Notices. Any notice or other instrument required or desired to be given under this Agreement
shall be effective only if in writing and served personally or by certified or registered mail (postage prepaid, return
receipt requested) on the Parties at the following addresses:


 


		(a)	If
                                         to Lessor:



 


Kasey Leigh Tucker


2465 NW Raleigh Apt. 200


Portland, OR 97210


Courtesy Telephone: +1
907.888.8036 Courtesy Email:tucker.kasey@gmail.com


 


		(b)	If to
                                         Lessee:



 


Tower
Hill Mines, Inc. Attn: President


506 Gaffney Road, Suite 200


Fairbanks, AK 99701


Courtesy Telephone: +1
907.328.2800


Courtesy Email:khanneman@ithmines.com


 


Notices
shall be deemed given upon delivery (in cases of personal service) or mailing (in cases of notice by U.S. mail) as provided in
the preceding sentence. Upon giving notice to Lessor at the address shown above, Lessee
shall be deemed to have given notice to all of the individuals and/or entities comprising Lessor,
and Lessee shall be relieved of any and all responsibility for further
distribution of the notice. Either Party may change its address by giving written
notice of the change to the other Party in accordance with the provisions of this
Section 9.2. Any notice from Lessor hereunder shall be effective only if executed
by all of the individuals and/or entities then comprising Lessor.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 13
	 



     


    

 


X. MISCELLANEOUS




 


10.1         
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law, and if any provision of this Agreement shall be or becomes prohibited
or invalid in whole or in part for any reason whatsoever, that provision shall be ineffective only to the extent of such prohibition
or invalidity without invalidating the remaining portion of that provision or the remaining provisions of this Agreement.


 


10.2         
Binding Effect. Subject to the provisions of Section 8.1, all covenants, conditions and terms of this Agreement
shall be deemed to run with the land and shall be binding upon and inure to the benefit of the Parties and their respective
heirs, successors, personal representatives, and assigns. The headings in this Agreement are for convenience only, do not
form part of this Agreement, and shall not affect its interpretation.


 


10.3          
Sole Agreement. This Agreement sets forth the complete, entire, and final Agreement among the
Parties with respect to the subject matter hereof and supersedes all previous agreements or understandings, whether written
or otherwise including, without limitation, (a) that certain letter of intent dated September 12, 2006 among the Parties
and


(b) the
Original Lease. No modification or alteration of this Agreement shall be effective unless in writing and executed by the
Parties. No waiver of any right hereunder shall be effective unless in writing and executed by the Party to be bound
thereby.


 


10.4          
Legal Advice. Lessor expressly acknowledges that it has sought (or has had the opportunity to seek) the advice
of Lessor's own legal counsel to assist Lessor in negotiating and reviewing this Agreement. Lessor expressly
acknowledges that Lessor is not relying on any oral or written statement (not expressly set forth in this Agreement)
made by Lessee, its employees or agents regarding any matters pertaining to this Agreement.


 


10.5          
Further Assurances. Upon request by Lessee, and without cost to Lessee, Lessor agrees to execute
and/or furnish Lessee with such additional formal assurances or other written documents, in proper and recordable form,
as may be reasonably necessary to carry out the intent, purposes, and terms of this Agreement.


 


10.6          
Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute
a single and complete contract.


 


10.7         
Rights Not Suspended. No dispute between the Parties shall result in a suspension of this Agreement
or the rights of the Parties hereunder.


 


10.8          
Governing Law. This Agreement and any disputes arising hereunder shall be governed by and construed in
accordance with the laws of the State of Alaska.


 


10.9          
Joint and Several Liability. If either Party is now or in the future
comprised of more than one person or entity, then all the liabilities, obligations, duties, covenants, representations, and warranties
of such Party shall be the joint and several undertakings of each of such persons and entities.


 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 14
	 



     


    

 


10.10      
Set Off. Lessee shall have the right to set off and deduct from any or all Payments to Lessor hereunder,
any and all amounts owed to Lessee by Lessor, regardless of whether or not such indebtedness arises under this Agreement.


 


 


 


IN
WITNESS WHEREOF the Parties have each entered into, executed and delivered this Agreement as of the date first above
written.


 


	 	/s/ Kasey Leigh Tucker
	 	KASEY LEIGH TUCKER


  


 


	STATE OF OREGON	)
	 	) ss.
	MULTONOMAH JUDICIAL DISTRICT	)


 


This
certifies that on the 11 day of December, 2017, the foregoing instrument was acknowledged before me by KASEY LEIGH TUCKER.


 


	 	/s/ Sarah E. Travelstead
	 	 
	 	Notary Public in and for Multnomah County
	 	 
	 	Residing at 1640 NW 19th Ave. Portland, OR 97209
	 	My Commission expires _Aug 21, 2020 _________


  




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 15
	 



     


    

  


	 	TOWER HILL MINES, INC.
	 	 	 
	 	By:	/s/ Karl
    Hannamen
	 	 	 
	 	Karl Hanneman
	 	Title:  President


 


 


	STATE OF ALASKA	)
	 	) ss.
	FOURTH JUDICIAL DISTRICT	)


 


This
certifies that on the 22 day of November, 2017, the foregoing instrument was acknowledged before me by Karl Hanneman, President
of TOWER HILL MINES, INC., an Alaska corporation, on behalf of said corporation.


 


	 	/s/ Courtney Gathard
	 	 
	 	Notary Public in and for the State of Alaska
	 	 
	 	Residing at   Wells Fargo             
	 	My Commission expires   09/05/2021             




 




    	AMENDED AND RESTATED MINING LEASE (Tucker)-Page 16
	 



     


    

 


EXHIBIT
A


to


Amended and
Restated Mining Lease (Tucker)


 


Property


 


 


The
Property subject to the Amended and Restated Mining Lease comprises the entire undivided interest in the following six unpatented
federal mining claims, together with all minerals, mineral substances, mineral rights, water rights and all surface, access, and
other rights, including substitute or successor rights, associated with or appurtenant to such mining claims or any of them:


 


	BLM	Claim	Date
    of	Fairbanks	Acres	Type
    of
	Serial	Name	Posting	Rec.
    Dist.	 	Location
	Number

        (AKFF)
	 	 	Book/Page	 	 


 


 


	037580	Lillian No. 1	30-Sep-1968	Book 4, Page 25	21	Lode Claim
	037581	Satellite	30-Sep-1968	Book 4, Page 24	20	Lode Claim
	037582	Nickel Bench R.L.	30-Jun-1972	Book 29, Page 15	20	Placer Claim
	037583	The Nickel	12-Aug-1965	Book 34, Page 250	19	Placer Claim
	037584	Overlooked	6-Sep-1975	Book 21, Page 917	18	Placer Claim
	037585	The Lad	12-Aug-1965	Book 34, Page 249	20	Placer Claim


  


The
property is situated in Secs. 15 and 22, T8N R5W, FM.


 




    	 EXHIBIT A to AMENDED AND RESTATED MINING LEASE (Tucker)-Page 1
	 



     


    

 


EXHIBIT
B


to


Amended and
Restated Mining Lease (Tucker)


 


Calculation and Payment of
Production Royalty


 


 


	1.	Pursuant
                                         to the agreement to which this Exhibit B is attached (the "Agreement"),
                                         Lessor (the "Royalty Holder") is entitled to be paid, by Lessee
                                         or its successor(s)-in-interest (the "Royalty Payor"), a Production Royalty
                                         (the "Royalty Interest"), to be calculated and paid in accordance with
                                         this Exhibit B.



 


	2.	It
                                         is hereby declared to be the intention of the Royalty Payor and the Royalty Payee that
                                         the Royalty Interest be based upon the value, at the boundary of the Property, of the
                                         Products produced and sold or deemed sold, determined by reference to published prices,
                                         all as hereinafter provided. The Royalty Payee acknowledges that it may be necessary
                                         or appropriate to process, treat, or upgrade Products off the Property before they are
                                         sold or deemed sold and that to determine the value of such Product at the boundary of
                                         the Property, all costs incurred or deemed incurred by the Royalty Payor after the Products
                                         leave the Property will be deducted from the proceeds received or deemed to be received
                                         by the Royalty Payor. The obligation to pay the Royalty Interest will accrue upon the
                                         outturn or other production of refined metals meeting the requirements for good delivery
                                         of the specified metals to the Royalty Payor's account or the sooner sale of unrefined
                                         metals, dore, concentrates, ores, or other Products, as hereinafter provided.



 


	3.	For
                                         the purposes hereof, words and phrases used in this Exhibit Band which are defined in
                                         the Agreement will have the meanings ascribed to them in the Agreement, and the following
                                         words and phrases will have, in this Exhibit B and in the Agreement, the meanings hereinafter
                                         ascribed to them, unless otherwise stated or the context otherwise reqmres:



 


		(a)	"Net
                                         Smelter Returns" means the Gross Value of Products, less all costs, charges
                                         and expenses paid or incurred by the Royalty Payor with respect to such Products after
                                         such Products leave the Property, including, without limitation:



 


		(i)	all
                                         charges for treatment of Products in the smelting and refining processes (including handling,
                                         processing, and provisional settlement fees, sampling, assaying, and representation costs,
                                         penalties, and other processor deductions, and interest) provided that if such treatment
                                         is carried out in facilities owned or controlled, in whole or in part, by the Royalty
                                         Payor, then the foregoing charges will be equal to the lesser of:



 


		(1)	the
                                         amount the Royalty Payor would have incurred if such treatment were carried out at facilities
                                         not owned or controlled by the Royalty Payor then offering
comparable services for comparable products on terms then prevailing in the area, and




 




    	 EXHIBIT B to AMENDED AND RESTATED MINING LEASE (Tucker)-Page 1
	 



     


    


 


		(2)	the
                                         actual amount of such charges charged by the facilities owned or controlled, in whole
                                         or in part, by the Royalty Payor,



 


		(ii)	the
                                         actual costs of transportation (including freight, insurance, security, transaction taxes,
                                         handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in
                                         the course of such transportation) of Products from the Property to the place of refining,
                                         beneficiation, or treatment and then to the place of sale, and



 


		(iii)	use,
                                         gross receipts, severance, export, and ad valorem taxes and any other tax or government
                                         royalty or levy payable by the Royalty Payor and based directly upon and actually assessed
                                         against the value or quantity of Product sold or otherwise disposed or deemed disposed
                                         of, but excluding any and all taxes:



 


		(1)	based upon the net or
                                         gross income of the Royalty Payor, or



 


		(2)	based
                                         upon the value of the Property, the privilege of doing business and other similarly based
                                         taxes;



 


		(b)	"Gross
                                         Value" means, for the following categories of Products produced and sold by
                                         the Royalty Payor:



 


		(i)	if
                                         the Royalty Payor causes refined gold (meeting the specifications for good delivery of
                                         the London Bullion Market Association) to be produced from the Property, for purposes
                                         of determining the Royalty Interest the refined gold will be deemed to have been sold
                                         at the Weekly Average Gold Price for the week in which it was produced, and the Gross
                                         Value will be determined by multiplying Gold Production during the week in question by
                                         the Weekly Average Gold Price for such week. As used herein, "Gold Production"
                                         means, for any week, the quantity of refined gold outtumed to the Royalty Payor's pool
                                         account by an independent third-party refinery for gold produced from the Property during
                                         such week on either a provisional or final settlement basis, and "Weekly Average
                                         Gold Price" means the average London Bullion Market Association P.M. Gold Fix, calculated
                                         by dividing the sum of all such prices reported for the week in question by the number
                                         of days in such week for which such prices were reported,



 



    	 EXHIBIT B to AMENDED AND RESTATED MINING LEASE (Tucker)-Page 2
	 



     


    

 





		(ii)	if
                                         the Royalty Payor causes refined silver (meeting the specifications for refined silver
                                         subject to the New York Silver Price published by Handy & Harman) to be produced
                                         from the Property, for purposes of determining the
Royalty Interest the refined silver will be deemed to have been sold at the Weekly Average Silver Price for the week in which
it was produced, and the Gross Value will be determined by multiplying Silver Production during the week in question by the Weekly
Average Silver Price. As used herein, "Silver Production" means, for any week, the quantity of refined silver outtumed
to the Royalty Payor's pool account by an independent third-party refinery for silver produced from the Property during the applicable
week on either a provisional or final settlement basis, and "Weekly Average Silver Price" means the average New York
Silver Price as published daily by Handy & Harman, calculated by dividing the sum of all such prices reported for the applicable
week by the number of days in such week for which such prices were reported,


  


		(iii)	if
                                         the Royalty Payor causes copper cathodes (meeting the specifications for Grade A Copper
                                         cathodes conforming to BS EN 1978:1998, Cathode Grade Designation Cu-CATH-1 subject to
                                         the London Metal Exchange Grade A Copper Price published by the London Metal Exchange)
                                         to be produced from the Property, for purposes of determining the Royalty Interest the
                                         cathodic copper will be deemed to have been sold at the Weekly Average Copper Price for
                                         the week in which it was produced, and the Gross Value will be determined by multiplying
                                         Copper Production during the week in question by the Weekly Average Copper Price. As
                                         used herein, "Copper Production" means, for any week, the quantity of cathodic
                                         copper produced and delivered for the account of the Royalty Payor by an independent
                                         third-party refinery acceptable to the London Metals Exchange for copper produced from
                                         the Property during the applicable week on either a provisional or final settlement basis,
                                         and "Weekly
Average Copper Price" means the average Grade A Copper Price as published daily by the London Metal Exchange, calculated
by dividing the sum of all such prices reported for the applicable week by the number of days in such week for which such prices
were reported,



  


		(iv)	if
                                         the Royalty Payor causes zinc ingots (meeting the specifications for Special High Grade
                                         Zinc conforming to BS EN 1179:1996, Standard entitled "Zinc and Zinc Alloys - Primary
                                         Zinc" subject to the London Metal Exchange Special High Grade Zinc Price published
                                         by the London Metal Exchange) to be produced from the Property, for purposes of determining
                                         the Royalty Interest the zinc ingots will be deemed to have been sold at the Weekly Average
                                         Zinc Price for the week in which it was produced, and the Gross Value will be determined
                                         by multiplying Zinc Production during the week in question by the Weekly Average Zinc
                                         Price. As used herein, "Zinc Production" means, for any week, the quantity
                                         of zinc ingots produced and delivered for the account of the Royalty Payor by an independent
                                         third-party refinery acceptable to the London Metals
Exchange for zinc produced from the Property during the applicable week on either a provisional or final settlement basis, and
"Weekly Average Zinc Price" means the average Special High Grade Zinc Price as published daily by the London Metal Exchange,
calculated by dividing the sum of all such prices reported for the applicable week by the number of days in such week for which
such prices were reported,



  



    	 EXHIBIT B to AMENDED AND RESTATED MINING LEASE (Tucker)-Page 3
	 



     


    


  


		(v)	if
                                         the Royalty Payor causes Products other than refined gold, refined silver, cathodic copper
                                         or zinc ingots meeting the foregoing specifications to be produced from the Property,
                                         the Gross Value shall be equal to the Quantity Sold of the particular Product in question
                                         multiplied by the applicable Average Metal Price. As used herein, the term "Quantity
                                         Sold" means the volume or quantity of Product disposed of by the Royalty Payor in
                                         a particular sale which settled in the relevant week, provided that if the Product is
                                         ore, concentrate, leachate, precipitate, sponge, dore, or any other material containing
                                         impurities, then the Quantity Sold will be the volume or quantity of the mineral or metal
                                         in question actually contained in the sold Product (which volume or quantity will be
                                         established by sound and generally accepted assaying or other analytical practices and
                                         procedures) multiplied by a recovery rate equal to the average recovery rate actually
                                         experienced by the Royalty Payor during the preceding six (6) months
with respect to such Product (or, if no such average can be calculated, a rate mutually agreed between the parties or, failing
such agreement, settled by arbitration). "Average Metal Price" means:



  


		(1)	if
                                         the Product is gold, silver, copper or zinc, the Weekly Average Gold, Silver, Copper
                                         or Zinc Price, as applicable during the week in which the sale occurred, or



 


		(2)	if
                                         the Product is other than gold, silver, copper or zinc, the average price, in U.S. dollars,
                                         for the metal or mineral in question during the week in which the sale occurred as quoted
                                         in "Platts Metals Week", published by McGraw-Hill,



 


		(vi)	if
                                         any of the London Bullion Market Association P.M. Gold Fix, the Handy & Harman New
                                         York Silver Price, the London Metal Exchange Grade A Copper Price or the London Metal
                                         Exchange Special High Grade Zinc Price are, for any reason, not published for a week
                                         in question, the Weekly Average Gold, Silver, Copper or Zinc Price, as applicable, will
                                         be determined by reference to the prices for refined gold or silver bullion Grade A copper
                                         or Special High Grade zinc, as applicable, published in "Platts Metals Week",
                                         published by McGraw-Hill. If the necessary prices with respect to any Products are not
                                         quoted, or the publication of "Platts Metals Week" ceases, or is suspended,
                                         then those prices quoted for the Product
during the applicable period by such other publication or source as is generally recognized in the mining industry as reflecting
the price at which that Product was being offered for sale and purchase during such period will be used and, if there is any disagreement
with respect thereto, will be settled by arbitration, and




 



    	 EXHIBIT B to AMENDED AND RESTATED MINING LEASE (Tucker)-Page 4
	 



     


    


 


		(vii)	where
                                         outturn ofrefined gold, silver, or other metal, or the production and delivery of cathodic
                                         copper or zinc ingots is made by an independent third party refinery on a provisional
                                         basis, the Gross Value will be based upon the amount of such provisional settlement,
                                         but will be adjusted in subsequent statements to account for the amount of refined metal
                                         established by final settlement by such refinery;



 


		(c)	"Products"
                                         means all minerals, ores, metals, concentrates, leachates, precipitates, dore, bullion,
                                         and other products which are produced from the Property and which are sold to a purchaser
                                         who purchases and pays for such product because of its mineral content or other economic
                                         value; and



 


		(d)	"week"
                                         means a period commencing immediately following 24:00
                                         hours on a Saturday and ending immediately prior to 24:00 hours on the next immediately
                                         succeeding Saturday.



 


	4.	The
                                         Royalty Payee acknowledges that the purpose of paragraph 3 above is to pay to the Royalty
                                         Payee a Royalty Interest on the basis of value of the refined gold and silver, cathodic
                                         copper or zinc ingots produced from the Property as established by the Weekly Average
                                         Gold, Silver, Copper, or Zinc Price, as applicable, regardless of the price or proceeds
                                         actually received by the Royalty Payor for or in connection with such metal or the manner
                                         in which a sale of refined metal to a third party is made by the Royalty Payor. The Royalty
                                         Payee further acknowledges that the Royalty Payor will have the right to market and sell
                                         or refrain from selling refined gold, silver, copper, zinc, and other metals produced
                                         from the Property in any manner it may, in its sole discretion, elect, and that the Royalty
                                         Payor will have the right to engage in forward sales, futures trading or commodity options
                                         trading, and other price hedging, price protection, and speculative arrangements (collectively,
                                         "Trading Activities") which may, but not necessarily, involve the possible
                                         delivery of gold, silver, copper, zinc, or other metals produced from the Property. The
                                         Royalty Payee and the Royalty Payor specifically acknowledge and agree that the Royalty
                                         Payee will not be entitled to participate in the proceeds or be obligated to share in
                                         any losses generated by the Royalty Payor's actual marketing or sales practices or by
                                         its Trading Activities. The Royalty Payor may sell Products to any purchaser it wishes.



 


	5.	The
                                         Royalty Payor may, but is not obligated to, beneficiate, mill, sort, concentrate, refine,
                                         smelt or otherwise process and upgrade Products prior to sale, transfer or conveyance
                                         to a purchaser, user or consumer other than the Royalty Payor. The Royalty Payor will
                                         not be liable
for mineral values lost in such processing under sound mineral processing practices.




 



    	 EXHIBIT B to AMENDED AND RESTATED MINING LEASE (Tucker)-Page 5
	 



     


    

  


	6.	All
                                         Products for which the Royalty Interest is payable will be weighed or measured, sampled
                                         and analyzed in accordance with generally accepted mining and metallurgical practices.



 


	7.	Payments
                                         on account of the Royalty Interest will become due and payable quarterly on the last
                                         day of each month following the last day of the calendar quarter in which the same accrued.
                                         Payments on account of the Royalty Interest will be accompanied by a statement, signed
                                         by the Chief Financial Officer of the Royalty Payor (a "Statement") showing
                                         in reasonable detail:



 


		(a)	the
                                         quantities and grades of the refined metals; dore, concentrates, or other Products produced
                                         and sold or deemed sold by the Royalty Payor in the preceding calendar quarter;



 


		(b)	the
                                         applicable Weekly Average Gold, Silver, Copper, and Zinc Prices and Average Metal Prices
                                         determined as herein provided for Products on which payments on account of the Royalty
                                         Interest are due;



 


		(c)	all
                                         costs and other deductions used in computing the applicable Net Smelter Returns for each
                                         Product on which payments on account of the Royalty Interest are due; and



 


		(d)	other
                                         pertinent information in sufficient detail to explain the calculation of the payments
                                         on account of the Royalty Interest.



 


	8.	Each
                                         Statement will also list the quantity and quality of any gold or silver dore which has
                                         been retained as inventory by the Royalty Payor for more than ninety (90) days. The Royalty
                                         Payee will have fifteen (15) days after receipt of a Statement to either:



 


		(a)	request that such dore
                                         be deemed sold as provided in subparagraphs 3(b)(i) and (ii) as
of such fifteenth (15th) day, utilizing the mine weights and assays for such dore and utilizing a reasonable recovery rate (based
on the average recovery rates experienced during the preceding six (6) months with respect to Products) for refined metal and
reasonable deemed charges for all deductions specified in subparagraph 3(a) based on average rates incurred in the prior six (6)
month period; or



  


		(b)	elect
                                         to wait until the time that refined gold or silver from such dore is actually outtumed
                                         to the Royalty Payor's pool account or such dore is sooner sold by the Royalty Payor.




 



    	 EXHIBIT B to AMENDED AND RESTATED MINING LEASE (Tucker)-Page 6
	 



     


    

 


	9.	The
                                         failure of the Royalty Payee to respond within such time will be deemed to be an election
                                         under (b) above. If the
                                         Royalty Payee elects under paragraph 8(a) in respect of any dore, no additional payments
                                         on account of the Royalty Interest will be payable in respect of such dore when it is
                                         either actually sold or is refined and outtumed to the Royalty Payor's pool account or
                                         purchased by a refinery. No payments on account of the Royalty Interest will be due with
                                         respect to stockpiles of gold or silver dore in respect of which the Royalty Payee has
                                         elected, or has been deemed to have elected, under 8(b) above unless and until such ores
                                         or concentrates are actually sold or upgraded to refined Product and outtumed to the
                                         Royalty Payor's pool account or purchased by the refinery or other purchaser.



 


	10.	All
                                         payments on account of the Royalty Interest will be considered final and in full satisfaction
                                         of all obligations of the Royalty Payor with respect thereto, unless the Royalty Payee
                                         delivers to the Royalty Payor a written notice ("Objection Notice") describing
                                         and setting forth a specific objection to the calculation thereof within ninety (90)
days after the end of the fiscal year in which such payment and Statement was received. If
the Royalty Payee objects to a particular Statement as herein provided, the Royalty Payee will, for a period commencing
on the delivery of such Statement and ending upon the day which is one hundred and eighty (180) days after the end of the fiscal
year of the Royalty Payor in which the quarter covered by such Statement falls, have the right, upon reasonable notice and at
a reasonable time, to have the Royalty Payor's accounts and records relating to all of the factors involved in the calculation
of the payment in question audited by the auditors of the Royalty Payor on behalf of both the Royalty Payor and the Royalty Payee.
The Royalty Payor will co-operate with and provide all information requested by such auditors in respect of such audit. If
such audit determines that there has been a deficiency or an excess in the payment made to the Royalty Payee, such deficiency
or excess will be resolved by adjusting the next quarterly payment due hereunder. The Royalty Payee will pay all the costs and
expenses of such audit unless a deficiency of two and one-half (2.5%) percent or more of the amount due is determined to exist.
The Royalty Payor will pay the costs and expenses of such audit if a deficiency of two and one-half (2.5%) percent or more of
the amount due is determined to exist. All books and records used and kept by the Royalty Payor to calculate the payments due
hereunder will be kept in accordance with U.S. generally accepted accounting principles. Failure on the part of the Royalty Payee
to make claim against the Royalty Payor for adjustment as herein provided will conclusively establish the correctness
and sufficiency of the Statement and Royalty Interest payments for such quarter, and forever preclude the filing of exceptions
thereto or making of claims for adjustment thereon by the Royalty Payee, except in the case of fraud.




  





	11.	Payment
                                         of all amounts on account of the Royalty Interest will be made to the Royalty Payee in
                                         immediately available same day United States funds by bank draft, certified cheque or
                                         wire transfer at such place, or to such financial institution, in the United States as
                                         the Royalty Payee may specify to the Royalty Payor in writing from time to time, but
                                         in any event not later than fourteen (14) days prior to the due date of any such payment.


 






    	 EXHIBIT B to AMENDED AND RESTATED MINING LEASE (Tucker)-Page 7