Filed by Automated Filing Services Inc. (604) 609-0244 - Journey Resources Corp. - Exhibit  4.3






OPTION AGREEMENT

THIS AGREEMENT is dated for reference as of the
28th day of June, 2006.

AMONG:

JOURNEY RESOURCES CORPORATION,
a company duly organized pursuant to the laws of the Province of British
Columbia and having an office at #1208 – 808 Nelson Street, Vancouver, British
Columbia, V6Z 2H2

(“Journey”, and collectively with
Jazz, the “Optionors”)

OF THE FIRST PART

AND:

MINERALES JAZZ S.A. DE C.V., a
corporation duly organized pursuant to the laws of Mexico and having an office
at Avenida del Mar No. 1022 Oficina 5, Zona Costera, Mazatlan, Sin MEXICO
82149

(“Jazz”, and collectively with
Journey, the “Optionors”)

OF THE SECOND PART

AND:

WITS BASIN PRECIOUS MINERALS
INC., a company duly organized pursuant to the laws of the State of
Minnesota and having an office at 900 IDS Center, 80 South 8th Street,
Minneapolis, Minnesota, 55402

(the “Optionee”)

OF THE THIRD PART

WHEREAS:

(A) The Optionors are the recorded and beneficial owners of an
undivided 100% interest in and to certain mineral concessions situated in
Guerrero State, Mexico to be known as the Vianey Mine Concession, as detailed in
the specific description of the mineral concessions in Schedule “A” attached
hereto (herein called the “Property”); and




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(B) The Optionors have agreed to grant an exclusive option to
the Optionee to acquire up to a 50% undivided interest in and to the Property by
paying certain consideration and by incurring certain exploration Expenditures
on the Property upon the terms and conditions herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency which is
hereby acknowledged, the parties agree as follows: 

PART 1

DEFINITIONS

1.1 In this Agreement, except as otherwise expressly provided
or as the context otherwise requires:

(a) “Area of Common Interest”
means, subject to Part 15, the area included within two (2) kilometres of the
boundaries of the Property, but excluding any third party mineral claims in
existence as of the Effective Date;

(b) “Effective Date” means the
date first above written;

(c) “Expenditures” means all
direct or indirect costs and expenses incurred by the Optionee in respect of
prospecting and exploring the Property after the date of this Agreement pursuant
to §2.2 hereof. The certificate of the Controller or other financial officer of
the Optionee, together with a statement of Expenditures in reasonable detail
shall be prima facie evidence of such Expenditures;

(d) “Force Majeure” has the
meaning set forth in Part 11;

(e) “Joint Venture” means the
joint venture to be formed between the Optionors and the Optionee in respect of
the Property upon exercise of the Option and which is more particularly
described in Part 6;

(f) “Joint Venture Agreement”
means the Joint Venture Agreement containing, but not limited to the terms and
conditions as set out in Part 6 to be entered into between the Optionee and the
Optionors if the Optionee exercises this Option;

(g) “Option” means the exclusive
right herein granted by the Optionors to the Optionee to permit the Optionee to
acquire up to a 50% undivided interest in and to the Property;

(h) “Option Period” means the
period from the Effective Date to and including the earliest of:

(i) the date of exercise of the
Option, or

(ii) the termination hereof pursuant
to Part 14;




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(i) “Property” means the mineral concessions described
in Schedule “A” (the “Property”) as they may be augmented pursuant to Part 15
(such augmenting claims or interests being referred to herein as the “Additional
Property” and included as part of the Property), and all mining leases and other
mining interests derived from any such claims, and a reference herein to a
mineral claim comprised in the Property includes any mineral leases or other
interests into which such mineral claim may have been converted and Property
includes all Property Rights;

(j) “Property Rights” means all licenses, permits,
easements, rights-of-way, surface or water rights and other rights, approvals
obtained by either of the parties either before or after the date of this
Agreement and necessary or desirable for the development of the Property, or for
the purpose of placing the Property into production or continuing
production;

(k) “Registrable Securities” means the Shares, and all
shares of common stock issued or issuable in respect of the Shares by virtue of
any stock split, stock dividend, recapitalization or similar event, excluding
Shares which have been (a) registered under the Securities Act of 1933 (the
“Securities Act”) pursuant to an effective registration statement filed
thereunder and disposed of in accordance with the registration statement
covering them or (b) publicly sold pursuant to Rule 144 promulgated under the
Securities Act;

(l) “SEC” means the United States Securities and
Exchange Commission; and

(m) “Shares” means all of the common shares in the
capital stock of the Optionee which are issuable by the Optionee under this
Agreement; 

PART 2

GRANT AND EXERCISE OF OPTION

2.1 Subject to the terms of this Agreement, the Optionors
hereby grant to the Optionee the sole and exclusive right and option (the
“Option”) to acquire up to a 50% interest in and to the Property, such 50%
interest to be free and clear of all liens, charges, encumbrances, security
interests and adverse claims arising from or through the Optionors, and subject
to the laws applicable to the Property.

2.2 In order to exercise the Option, the Optionee must:

	 	(a) 	
      issue 500,000 Shares to Journey on or before June 30,
      2006;

	 	 	 
	 	(b) 	
      on or before December 31, 2006, incur Expenditures in the
      aggregate amount of USD$500,000 pursuant to a work program commenced and
      operated by the Optionors, as outlined in the Blakestead Technical Report
      dated October 18, 2004 and revised March 10,
2005;







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	 	(c) 	 on or before January 15, 2007, issue an additional 500,000
        common sharesin its capital stock to Journey; and

	 	 	 
	 	(d) 	 on or before September 30, 2007, incur additional Expenditures
        in the aggregate amount of USD$500,000 pursuant to a secondary work program
        commenced and operated by the Optionors, as recommended by the Optionors’
        consultants.



     All Shares of the Optionee
issuable to Journey hereunder, shall have piggy back rights and shall be the
subject of a registration statement with the SEC, within sixty (60) days of the
issuance of such Shares, or within such time as is reasonably practical and
mutually agreed.

PART 3

VESTING OF INTEREST

3.1 Upon complying with all of the requirements set forth in
§2.2, the Optionee will be deemed to have exercised the Option and immediately
be vested in and be deemed to legally and beneficially own a 50% interest in the
Property, and a Joint Venture between the Optionors and the Optionee will be
deemed to have been formed with terms and conditions of a Joint Venture
Agreement to be negotiated in good faith upon terms and conditions as described
in Part 6.

3.2 Upon the Optionee satisfying only the obligations set forth
in §2.2(a) and §2.2(b) above, the Optionee will immediately be vested in and be
deemed to legally and beneficially own a 25% interest in the Property, and a
Joint Venture between the Optionors and the Optionee will be deemed to have been
formed with terms and conditions of a Joint Venture Agreement to be negotiated
in good faith upon terms and conditions as described in Part 6.

PART 4

TITLE TRANSFER

4.1 Upon the Optionee exercising the Option by satisfying all
of the requirements set forth in §2.2, the Optionors shall execute such
documentation as the Optionee may prepare and reasonably request be executed
under the laws of Mexico to record to the extent possible, the respective
interests of each of the parties in the Property.

4.2 Upon the Optionee satisfying the obligations set forth in
§2.2(a) and §2.2(b), the Optionors shall execute such documentation as the
Optionee may prepare and reasonably request be executed under the laws of Mexico
to record to the extent possible, the respective interests of each of the
parties in the Property.




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PART 5

OPERATOR’S FEE

5.1 The Optionors in their capacity as operators of the work
programs during the Option Period, to be conducted pursuant to §2.2, may charge
a fee (the “Operator’s Fee”) equal to ten percent (10%) of
Expenditures.

5.2 The Operator’s Fee shall include but not be limited
to all of the Optionors’ home office overhead costs and all general and
administrative expenses including telephone, faxes, and direct management
salaries and wages.

PART 6

FORMATION OF JOINT VENTURE

6.1 If the Optionee either satisfies all of the obligations set
forth in §2.2 or only the obligations set forth in §2.2(a) and §2.2(b), the
Optionors and Optionee (each a “Participant”) shall be deemed to have formed a
Joint Venture, with corresponding initial Participating Interests as set out
below, for the purpose of carrying out further exploration, development and
production work on the Property, and shall negotiate in good faith the
comprehensive terms of a Joint Venture Agreement, which shall include but not be
limited to the general terms contained in this Part 6.

6.2 The project shall be run on a 50%/50% basis or a 75%/25%
basis (“Participating Interest”), whichever is applicable in accordance with the
terms hereunder, with both Participants contributing to all costs in operating
the Joint Venture in proportion to its percentage of undivided Participating
Interest. The aggregate amount of Expenditures on the project at the point of
execution of the Joint Venture Agreement will be deemed to be the current value
of the project (the “PV”). The PV will be updated each time an additional
expenditure is made.

(a) if, at the time of formation of the
Joint Venture, the Optionee has satisfied only those obligations set forth in
§2.2(a) and §2.2(b), the Participants shall have the following initial
Participating Interests in the Joint Venture:


  	

        Party 	Participating 

        Interest 	Deemed Exploration 

        Expenditures 

	Optionee
      	25%
      	25% of PV 
	Optionors 	75% 	75% of PV 







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(b) if, at the time of formation of the Joint Venture, the
Optionee has satisfied all of the requirements set forth in §2.2, the
Participants shall have the following initial Participating Interests in the
Joint Venture:


  	
 Party 	Participating 
 Interest 	Deemed Exploration 
 Expenditures
      
	Optionee
      	50%
      	50%
          of PV 

	Optionors 	50% 	 50% of PV 





6.3 Direction of the Joint Venture, including all operations on
and in connection with the Property, shall be managed by the management
committee (the “Management Committee”) comprised of one representative of
the Optionors and one representative of the Optionee. All decisions of the
Management Committee shall be made by simple majority of the votes cast at
meetings of the Management Committee. The representative of each Participant in
the Management Committee shall have such number of votes as equals such party’s
Participating Interest at the time of the vote. The vote of a Participant with a
Participating Interest greater than 50% shall have the deciding vote and
determine the decisions of the Management The party with the most Interest in
the project shall have the deciding vote. In the case where the parties have an
equal Participating Interest, the representative of the Optionors shall have the
deciding vote of the Management Committee. The party with the deciding vote is
the “Manager” and “Operator”.

6.4 A Management Committee meeting must be held quarterly with
at least one representative from each of the Optionors and Optionee present at
the meeting to form a quorum. The Operator shall present a project update and
budget at each quarterly. Meetings may be held in person or by telephone.

6.5 A management fee (the “Management Fee”) shall be
paid based on a percentage of Expenditures, as follows:

	 	(a) 	
      to Optionors during the Option Period: 10%;

	 	 	 
	 	(b) 	
      to Manager after Joint Venture formation: 5% for all
      qualified exploration expenditures incurred; and

	 	 	 
	 	(c) 	
      to Manager after full feasibility report accepted: 5% for
      all qualified expenditures during construction, development and operations
      of the mine.



The Management Fee shall include but not be limited to all
Manager’s office overhead costs and all general and administrative expenses
including telephone, faxes, and direct management salaries and wages.




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6.6 The Optionors, until the Joint Venture Agreement is entered
into, and the Manager after the Joint Venture Agreement is entered into may, at
its discretion from time to time, invite the non-managing party to contribute to
the agreed upon budget and participate in the then current work program. When
this occurs, the non-managing party will invoice the Manager for the additional
contributed amounts and no management fee will be applied to these funds.

	6.7 	
      Funding of the project will be as follows:

	 	 	 
		(a) 	
      each party will contribute to all costs in proportion to
      its percentage of Participating Interest from time to time as determined
      by the Management Committee;

	 	 	 
		(b) 	
      each Participant will have fifteen (15) days from the
      Management Committee’s approval date of each quarterly budget to elect to
      fund their respective share of the estimated capital costs or exploration
      costs. Fifty percent (50%) of these funds must be provided prior to the
      expenditure commitment. The remaining fifty percent (50%) shall be
      provided once the Manager gives evidence of the expenditure;

	 	 	 
		(c) 	
      if either Participant elects not to contribute their
      share of the capital costs or exploration costs of the project, then the
      other Participant has the right to contribute to the non-contributing
      Participant’s share of capital costs or exploration costs to the project
      resulting in a diluted Participating Interest of the non-contributing
      Participant, using the capital costs or exploration costs of the project
      as the denominator for dilution calculation purposes;

	 	 	 
		(d) 	
      if the non-contributing Participant first elected to
      contribute their share of capital costs or exploration costs to the
      project and fails to do so for whatever reason, then this Participant is
      considered to be delinquent. In this case, an accelerated dilution formula
      will apply to dilute such Participant’s Participating Interest by using
      50% of the capital costs or exploration costs of the feasibility study as
      the denominator for dilution calculation purposes;

	 	 	 
		(e) 	
      if at any time either Participant’s Participating
      Interest is reduced below 10%, then their interest will automatically
      convert to a 5% net project interest (the “NPI”); and

	 	 	 
		(f) 	
      the Management Committee shall be entitled to include in
      each budget, in addition to the amounts to be actually expended, the
      reasonably estimated cost of satisfying continuing obligations relating to
      environmental protection, rehabilitation, reclamation and
      de-commissioning.



6.8 The Property shall be registered in the name of both
Participants with each Participant’s Interest noted in such registration, or as
required under Mexican law.




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6.9 The Joint Venture Agreement will supersede this Agreement,
provided that the provisions of Part 9, as well as all rights and liabilities of
each party in existence on the date on which the Joint Venture Agreement is
entered into shall continue thereafter.

6.10 In the event the parties are unable to negotiate the terms
of the Joint Venture Agreement, the parties agree to refer the determination of
the terms of such Agreement not agreed upon to binding arbitration as
contemplated by Part 13.

PART 7

ASSIGNMENT OF OPTION

7.1 Subject to §7.2, each party shall have the right to assign,
transfer, convey or otherwise dispose of all or part of its rights and interests
in this Agreement, provided that as a condition precedent to such assignment,
(i) the assignee shall execute a counterpart of this Agreement and thereby agree
to be bound by the contractual terms hereof in the same manner and to the same
extent as though a party hereto in the first instance; (ii) the assignor shall
not be relieved or discharged of any of its obligations or liabilities hereunder
and the other parties may continue to look to it for the performance thereof,
and (iii) the assignor will subject any further assignment, transfer, conveyance
or disposition of its rights and interests in this Agreement to the restrictions
set out in this §7.1.

7.2 If the Optionee wishes to assign, transfer, convey or
otherwise dispose of all or part of its rights and interests in this Agreement
pursuant to §7.1, it may do so only with the consent of the Optionors, such
consent not to be unreasonably withheld.

PART 8

RIGHT OF ENTRY

8.1 Throughout the Option Period, the Directors and Officers of
the Optionors and its servants, agents and independent contractors, will have
the sole and exclusive right in respect of the Property to:

	 	(a) 	
      enter thereon;

	 	 	 
	 	(b) 	
      have exclusive and quiet possession thereof;

	 	 	 
	 	(c) 	
      do such prospecting, exploration, development and/or
      other mining work thereon and thereunder as the Optionors in their sole
      discretion may determine advisable;

	 	 	 
	 	(d) 	
      bring upon and erect upon the Property buildings, plant,
      machinery and equipment as the Optionors may deem advisable; and

	 	 	 
	 	(e) 	
      remove therefrom and dispose of reasonable quantities of
      ores, mineral and metals for the purpose of obtaining assays or making
      other tests.







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PART 9

OBLIGATIONS OF THE PARTIES DURING OPTION PERIOD

	9.1 	
      During the Option Period the Optionors will:

	 	 	 
		(a) 	
      maintain the Property in good standing by the doing of
      the performance of all actions which may be necessary in that regard and
      in order to keep such mineral claims free and clear of all liens and other
      charges arising from the Optionors’ activities thereon except those at the
      time contested in good faith by the Optionors,

	 	 	 
		(b) 	
      permit the directors, officers, employees and designated
      consultants of the Optionee, at their own risk, access to the Property at
      all reasonable times, and providing the Optionee agrees to indemnify the
      Optionors against and to save the Optionors harmless from all costs,
      claims, liabilities and expenses that may be incurred or suffered as a
      result of any injury (including injury causing death) to the Optionee and
      their respective employees or designated consultants while on the
      Property;

	 	 	 
		(c) 	
      while exploration and development is carried out, furnish
      the Optionee with quarterly progress reports and with a final report
      within ninety (90) days following the conclusion of each work program
      which will be deemed to occur upon the verification of final assays. The
      final report shall show the exploration and development performed and the
      results obtained and shall be accompanied by a statement of costs and
      copies of pertinent plans, assay maps, drill records and other factual
      engineering data. All information and data concerning or derived from the
      exploration and development shall be kept confidential except as permitted
      under this Agreement;

	 	 	 
		(d) 	
      deliver to the Optionors on or before six (6) months
      after each anniversary hereof, a report (including up-to-date maps if
      there are any) describing the results of work done in the last completed
      expenditure year, together with reasonable details of Expenditures
      made,

	 	 	 
		(e) 	
      do all work on the Property in a good and workmanlike
      fashion and in accordance with all applicable laws, regulations, orders
      and ordinances of any governmental authority and file for all available
      assessment credits, and

	 	 	 
		(f) 	
      indemnify and save the Optionee harmless in respect of
      any and all costs, claims, liabilities and expenses arising out of the
      Optionors’ activities on the Property.

	 	 	 
	9.2 	
      During the Option Period the Optionee will:

	 	 	 
		(a) 	
      Fulfill the payment and expenditure requirements as set
      forth in §2.2 in a timely manner and within the time period prescribed;
      and







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	(b) 	
      indemnify the Optionors against and save the Optionors
      harmless from any and all costs, claims, liabilities and expenses that may
      be incurred or suffered as a result of any injury (including injury
      causing death) to the Optionee and its directors, officers, respective
      employees or designated consultants while on the
  Property.



PART 10

REPRESENTATIONS AND WARRANTIES

	10.1 	
      The Optionors jointly and severally represent and warrant
      to the Optionee that:

	 	 	 
		(a) 	
      the Optionors have not entered into and are not aware of
      any other agreements in respect of the Property;

	 	 	 
		(b) 	
      the mineral interests comprised in the Property have, to
      the best of the Optionors’ knowledge been duly and validly staked,
      recorded and issued pursuant to all applicable laws and regulations in
      Mexico and to the best of its knowledge are in good standing;

	 	 	 
		(c) 	
      all rentals, taxes, duties, royalties, assessments,
      charges or fees and other assessments and levies pertaining to the
      Property and required to be paid by law or regulation have been fully paid
      as of the Effective Date;

	 	 	 
		(d) 	
      there are not any suits, actions, prosecutions,
      investigations or proceedings, actual, pending or threatened, against or
      affecting the Optionors that relate to or has an adverse effect on the
      Property;

	 	 	 
		(e) 	
      any and all previous work conducted on the Property was
      conducted in accordance with all applicable environmental laws, orders and
      rulings, and there are no outstanding assessments or liabilities relating
      to past work conducted on the Property which are now, or in the future may
      be, payable by any party;

	 	 	 
		(f) 	
      each of the Optionors has full power and absolute
      authority to grant to the Optionee the rights provided in this
      Agreement;

	 	 	 
		(g) 	
      they have obtained all necessary corporate authorization
      for the execution of this Agreement and the performance of this Agreement
      by them; and

	 	 	 
		(h) 	
      this Agreement constitutes a legal, valid and binding
      obligation of each of the Optionors; and

	 	 	 
		(i) 	
      the Optionors have all necessary permits and
      authorizations under applicable law to carry on
  operations.










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10.2 The Optionee represents and warrants to the Optionors
that:

	 	(a) 	
      the execution and delivery of this Agreement and the
      exercise by the Optionee of the rights granted to it under this Agreement
      will not conflict with or result in a breach of or default under any
      agreement or other instrument of obligation to which the Optionee is a
      party or by which it may be bound;

	 	 	 
	 	(b) 	
      it has obtained all necessary corporate authorization for
      the execution of this Agreement; and

	 	 	 
	 	(c) 	
      this Agreement constitutes a legal, valid and binding
      obligation of the Optionee.



10.3 The representations and warranties contained in §10.1 are
provided for the exclusive benefit of the Optionee and a breach of any one or
more of them may be waived by the Optionee in writing in whole or in part at any
time without prejudice to its rights in respect of any other breach of the same
or any other representation or warranty.

10.4 The representations and warranties contained in §10.2 are
provided for the exclusive benefit of the Optionors and a breach of any one or
more of them may be waived by each of the Optionors in whole or in part at any
time without prejudice to their rights in respect of any other breach of the
same or any other representation or warranty.

PART 11

FORCE MAJEURE

11.1 If the Optionee is at any time either during the Option
Period prevented or delayed in complying with the Expenditure requirement
provisions of this Agreement in §2.2 by reason of strikes, walk-outs, labour
shortages, power shortages, fuel shortages, fires, wars, acts of God,
governmental regulations restricting normal operations, shipping delays or any
other reason or reasons beyond the control of the Optionee (and for greater
certainty excluding factors related to a lack of funding), the time limited for
the performance by the Optionee of its obligations hereunder will be extended by
a period of time equal in length to the period of each such prevention or delay,
provided however that nothing herein will discharge the Optionee from its
obligation to timely pay the share consideration under §2.2(a) or §2.2(c) .

11.2 The Optionee will within seven (7) days of a force majeure
event as set forth in §11.1 give notice to the Optionors of such event and upon
cessation of such event will furnish the Optionors with notice to that effect
together with particulars of the number of days by which the obligations of the
Optionee hereunder have been extended by virtue of such event of force majeure
and all preceding events of force majeure.




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PART 12

CONFIDENTIALITY

12.1 Subject to §12.2 all information received or obtained by
the Optionee or the Optionors hereunder or pursuant hereto shall be kept
confidential and no part thereof may be disclosed or published without the prior
written consent of the other except such information as may be required to be
disclosed or published by law or regulation; provided that either party may
disclose information to any person or persons with whom it proposes to contract
pursuant to Part 7 and have agreed to hold the same in confidence, it being
agreed that prior to such disclosure, the non-disclosing party shall receive
notice thereof and a copy of the confidentiality agreement executed by the
person or persons with whom the disclosing party proposes to contract pursuant
to Part 7.

12.2 Confidential information shall not include the
following:

	 	(a) 	
      information that, at the time of disclosure, is in the
      public domain;

	 	 	 
	 	(b) 	
      information that, after disclosure, is published or
      otherwise becomes part of the public domain through no fault of the
      recipient;

	 	 	 
	 	(c) 	
      information that the recipient can show already was in
      the possession of the recipient at the time of disclosure; or

	 	 	 
	 	(d) 	
      information that the recipient can show was received by
      it after the time of disclosure, from a third party who was under no
      obligation of confidence to the disclosing party at the time of
      disclosure.



12.3 Except as required by law or regulatory authority, neither
party shall make any public announcements or statements concerning this
Agreement or the Property without the prior approval of the other, not to be
unreasonably withheld.

12.4 The text of any public announcements or statements
including news releases which a party intends to make pursuant to the exception
in §12.3 shall be made available to the other party not less than twenty-four
(24) hours prior to publication and the disclosing party shall limit or amend
such disclosure as may be requested by the non-disclosing parties to the extent
such limitation or amendment allows the disclosing party to meet its legal
obligations. If either of the Optionors or their affiliates (including parent
corporations) are identified in such public announcement or statement it shall
not be released without the consent of the relevant Optionor in writing. Neither
party may issue a release containing a factual error identified by the other
party.




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PART 13

ARBITRATION

13.1 All questions or matters in dispute with respect to the
interpretation of this Agreement will, insofar as lawfully possible, be
submitted to arbitration pursuant to the terms hereof using “final offer”
arbitration procedures.

13.2 It will be a condition precedent to the right of any party
to submit any matter to arbitration pursuant to the provisions hereof, that any
party intending to refer any matter to arbitration will have given not less than
ten (10) days’ prior written notice of its intention so to do to the other party
together with particulars of the matter in dispute.

13.3 On the expiration of such ten (10) day period, the party
who gave such notice may proceed to commence procedure in furtherance of
arbitration as provided in this Part 13.

13.4 The party desiring arbitration (“First Party”) will
nominate in writing three (3) proposed arbitrators, and will notify the other
party (“Second Party”) of such nominees, and the other party will, within ten
(10) days after receiving such notice, either choose one (1) of the three (3) or
recommend three (3) nominees of its own. All nominees of either party must hold
accreditation as either a lawyer, accountant or mining engineer with a minimum
of ten (10) years’ experience in their given profession. If the First Party
fails to choose one of the Second Party’s nominees, then all six (6) names shall
be placed into a hat and one name shall be randomly chosen by the president of
the First Party and that person, if he/she is prepared to act, shall be the
nominee. Except as specifically otherwise provided in this Part 13, the
arbitration herein provided for will be conducted in accordance with the
Commercial Arbitration Act (British Columbia). The parties shall
thereupon each be obligated to proffer to the arbitrator within twenty-one (21)
days of his/her appointment a proposed written solution to the dispute and the
arbitrator shall within ten (10) days of receiving such proposals choose one of
them without altering it except with the consent of both parties.

13.5 The expense of the arbitration will be paid as specified
in the award.

13.6 The parties agree that the award of the arbitrator will be
final and binding upon each of them.

PART 14

DEFAULT AND TERMINATION

14.1 The Optionors may terminate this Agreement in the event of
a material breach of any term or condition of this Agreement by the Optionee,
which material breach is not corrected within thirty (30) days of the receipt by
the Optionee of written notice which describes such breach in reasonable
detail.




- 14 -

14.2 If this Agreement is terminated, the Optionee shall:

	(a) 	
      forthwith discharge all amounts due and owing to
      Optionors and third parties in connection with the Operations;

	 	 
	(b) 	
      within 180 days deliver to the Optionors copies of all
      reports, maps, plans, photographs and drill logs of the Optionee relating
      to the Property, provided that the Optionee does not make any
      representation or warranty concerning the accuracy or completeness
      thereof; and

	 	 
	(c) 	
      within the said 180 days remove from the Property any
      machinery, buildings, structures, facilities, equipment and all other
      Property of every nature and description erected, placed or situated
      thereon by the Optionee; any Property not so removed at the end of the 180
      day period shall, at the written option of the Optionors delivered to the
      Optionee, become the Property of the Optionors.



14.3 If the Optionee is prevented from or delayed in performing
its obligations in §14.2(b)or §14.2(c) by a force majeure event as set forth in
§11.1, the relevant period of 180 days referred to therein shall be extended by
the period of the force majeure event.

PART 15

AREA OF COMMON INTEREST

15.1 There shall exist an area of common interest within the
area included within two (2) kilometres of the boundaries of the Property (as
detailed in the specific description of the mineral concessions attached hereto
as Schedule “A”), but excluding any third party mineral claims existing as of
the Effective Date. If either party (or permitted assignee hereof) acquires any
mineral rights within such area by staking or by the granting of such additional
prospecting permits, they shall, at the election of the other party (made by it
within twenty (20) days of written notice), be made part of the Property for all
purposes and may be referred to as Additional Property.

PART 16

REGISTRATION RIGHTS

16.1 Subject to the terms, conditions and limitations set forth
herein, following the date that the Optionee is required to make an issuance of
Shares under this Agreement (an “Issuance Date”), the Optionee will use
commercially reasonable efforts to file one or more registration statements with
the SEC in the appropriate form (each a “Resale Registration Statement”) within
sixty (60) days following such Issuance Date (a “Filing Date”) to allow the
resale of the Registrable Securities under the Securities Act, and use its
commercially reasonable efforts to have such Resale Registration Statement
declared effective by the SEC as soon as practicable following the Filing Date
and, in any event, prior to the date which is 180 days after each applicable
Issuance Date.




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16.2 If, following an Issuance Date, the Optionee shall
determine to prepare and file with the SEC a registration statement relating to
an offering of common stock for its own account under the Securities Act (an
“Optionee Registration Statement”), then the Optionee shall send to the
Optionors written notice, at least twenty (20) business days prior to the filing
of such registration statement, of such determination and that all or part of
such Registrable Securities then held by the Optionors may be included in such
registration statement at the Optionors’ request. And if, within fifteen (15)
business days after delivery of such notice, the Optionors shall so request in
writing, the Optionee shall include in such registration statement the resale of
the Registrable Securities requested by the Optionors to be so included. Such
written notice shall state the intended method of disposition of the Registrable
Securities by the Optionors. 

PART 17

NOTICES

17.1 Each notice, demand or other communication required or
permitted to be given under this Agreement (“Notice”) to the Optionors or the
Optionee by the other shall be in writing and will be sent by personal delivery,
fax or prepaid registered mail to the addresses of the parties as follows:

	(a) 	
      if to the Optionors:

	 	 
		
      #1208 – 808 Nelson Street 

	 	Vancouver, British Columbia V6Z 2H2 
	 	Facsimile: (604) 633-2462 
	 	Attention: Jack Bal



	(b) 	
      if to the Optionee:

	 	 
		
      900 IDS Center, 80 South 8th Street 

	 	Minneapolis, Minnesota, USA 55402 
	 	Facsimile: (612) 395-5276 
	 	Attention: H. Vance White


17.2 The date of receipt of such Notice will be the date of
delivery or fax thereof if delivered or faxed during business hours, or, if
given by registered mail as aforesaid, will be deemed conclusively to be the
third day after the same will have been so mailed except in the case of
interruption of postal services for any reason whatever, in which case the date
of receipt will be the date on which the Notice is actually received by the
addressee.

17.3 Either party may at any time and from time to time notify
the other party in writing of a change of address and the new address to which
Notices will be given to it thereafter until further change.




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PART 18

GENERAL

18.1 This Agreement is subject to the approval of the Board of
Directors of each of the Optionors and the Optionee, and acceptance of the TSX
Venture Exchange if required.

18.2 This Agreement will supersede and replace any other
agreement or arrangement, whether oral or written, heretofore existing between
the parties in respect of the subject matter of this Agreement.

18.3 No consent or waiver expressed or implied by either party
in respect of any breach or default by the other in the performance of such
other of its obligations hereunder will be deemed or construed to be a consent
to or a waiver of any other breach or default.

18.4 The parties will promptly execute or cause to be executed
all documents, deeds, conveyances and other instruments of further assurance
which may be reasonably necessary or advisable to carry out fully the intent of
this Agreement or to record wherever appropriate the respective interests from
time to time of the parties in the Property.

18.5 This Agreement will inure to the benefit of and be binding
upon the parties and their respective successors and assigns, subject to the
conditions hereof.

18.6 This Agreement will be construed in accordance with the
laws of the Province of British Columbia and the laws of Canada applicable
therein.

18.7 All sums of money referred to herein are expressed in
United States currency.

18.8 The headings appearing in this Agreement are for general
information and reference only and this Agreement will not be construed by
reference to such headings.

18.9 In interpreting this Agreement and Schedule “A” hereto
attached, where the context so requires, the singular will include the plural,
and the masculine will include the feminine, the neuter, and vice versa.

18.10 Nothing herein will constitute or be taken to constitute
the parties as partners or create any fiduciary relationship between them.

18.11 No modification, alteration or waiver of the terms herein
contained will be binding unless the same is in writing, dated subsequently
hereto, and fully executed by the parties.




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18.12 This Agreement may be executed in counterpart and by
facsimile.

IN WITNESS WHEREOF this Agreement has been executed on
behalf of the Optionors and the Optionee by their duly authorized officers on
the 28th day of June, 2006.

WITS BASIN PRECIOUS MINERALS INC.

Per: “Vance White”
    
   Authorized Signatory

JOURNEY RESOURCES CORPORATION

Per: “Jatinder “Jack”
Bal”
         Authorized
Signatory

MINERALES JAZZ S.A. DE C.V.

Per: “Jatinder “Jack” Bal”

          Authorized Signatory



SCHEDULE “A”

Mineral Concessions Comprising The Property



The Vianey Mine Concession located in Guerrero State, Mexico.

The concession constitutes 5,022 contiguous hectares(1), centered on UTM coordinates
  431,330m E, 1,987,020m N (WGS 84, Zone 14), or -99.6485 degrees E, 17.9704 degrees
  N. The property is held under Exploitation concession (Number 164151, Exp. No.
  5929, issued March 5, 1979).

Minerales Jazz S.A. de C.V. (a wholly owned subsidiary of Journey Resources
  Corporation) acquired 100% interest in the property from Minera LMX, Minera
  Chilpancingo, S.A. de C.V. and the underlying owner, Mr. Jorge Briones de Garcia,
  in 2004.

(1) Amended to include the additionally held claims in the area of interest,
  notwithstanding that they may be held at this time under the name of a third
  party. Such additional claims are currently in the process of being transferred
  into the name of Minerales Jazz S.A. de C.V.