OR OTHER TREATMENT PLANT,
BUILDINGS, MACHINERY, TOOLS, APPLIANCES OR EQUIPMENT IN, TO OR FROM THE CAMP OR
ANY PART THEREOF,
IX.
THE REASONABLE WAGES AND SALARIES OF PERSONNEL DIRECTLY ENGAGED IN PERFORMING
WORK ON OR WITH RESPECT TO THE CAMP AND ANY ASSESSMENTS OR CONTRIBUTIONS UNDER
APPLICABLE EMPLOYMENT LEGISLATION AND OTHER APPLICABLE LEGISLATION OR ORDINANCES
RELATING TO SUCH PERSONNEL, AND SUPPLYING FOOD, LODGING AND THE OTHER REASONABLE
NEEDS FOR SUCH PERSONNEL,
X.
OBTAINING AND MAINTAINING ANY INSURANCE,
XI.
THE MANAGEMENT OF AND ACCOUNTING FOR WORK AND PROVIDING SUPERVISORY, LEGAL,
ACCOUNTING, CONSULTING AND OTHER CONTRACT OR PROFESSIONAL SERVICES THAT CAN BE
ALLOCATED TO AND DIRECTLY RELATING TO WORK PERFORMED HEREUNDER ON THE CAMP,
XII.
ANY TAXES, FEES, CHARGES, PAYMENTS OR RENTALS (INCLUDING PAYMENTS MADE IN LIEU
OF ASSESSMENT WORK) OR OTHERWISE INCURRED TO KEEP THE CAMP OR ANY PART THEREOF
IN GOOD STANDING UNDER APPLICABLE LAWS,
XIII.
ANY TRANSFER(S) OF THE CAMP OR ANY PART THEREOF OR INTEREST THEREIN PURSUANT TO
THIS AGREEMENT,
XIV.
ACQUIRING ACCESS AND SURFACE RIGHTS TO THE PROPERTY AND/OR THE CAMP,
XV.
CARRYING OUT ANY NEGOTIATIONS AND PREPARING, SETTLING AND EXECUTING ANY
AGREEMENTS OR OTHER DOCUMENTS RELATING TO ENVIRONMENTAL OR INDIGENOUS PEOPLES'
CLAIMS, REQUIREMENTS OR MATTERS,
XVI.
CARRYING OUT ANY REQUIREMENTS OR PREREQUISITES IN ORDER TO OBTAIN AND OBTAINING
ALL NECESSARY OR APPROPRIATE APPROVALS, PERMITS, CONSENTS OR PERMISSIONS
RELATING TO THE CARRYING OUT OF WORK, INCLUDING, WITHOUT LIMITATION,
ENVIRONMENTAL PERMITS, APPROVALS OR CONSENTS; IN CARRYING OUT RECLAMATION OR
REMEDIATION,
XVII.
IMPROVING, PROTECTING, OR PERFECTING TITLE TO THE CAMP OR ANY PART THEREOF,
XVIII.
CARRYING OUT MINERAL, SOIL, WATER, AIR OR OTHER TESTING,
3
XIX.
PREPARING ENGINEERING, GEOLOGICAL, FINANCING,
MARKETING OR ENVIRONMENTAL STUDIES AND/OR REPORTS AND TEST WORK RELATED THERETO,
AND
XX.
IN ADDITION TO THE FOREGOING, A SEPARATE
CHARGE EQUAL TO THE APPLICABLE PERCENTAGE SPECIFIED IN CLAUSE 13(B)(III) OF ALL
EXPENDITURES (OTHER THAN PURSUANT TO THIS CLAUSE (C)(XX) IN LIEU OF ANY
OVERHEAD, GENERAL HEAD OFFICE MANAGEMENT OR OTHER UNALLOCABLE COSTS; AND
D.
"PROPERTY" MEANS:
I.
THE EXPLORATION AND EXPLOITATION
CONCESSIONS MORE PARTICULARLY SET FORTH AND DESCRIBED IN SCHEDULE "A" AND ALL
RIGHTS AND APPURTENANCES ATTACHED OR ACCRUING THERETO (THE "SANLUIS
CONCESSIONS"),
II.
ANY SUBSTITUTE OR SUCCESSOR MINERAL
TENURE GRANTED, ISSUED OR OBTAINED IN RESPECT OF THE TENURES REFERRED TO IN
CLAUSE (D)(I),
III.
ALL INFORMATION AND DATA WITH RESPECT TO
THE SANLUIS CONCESSIONS IN THE POSSESSION OR CONTROL OF WHEATON, LUISMIN OR
SANLUIS (COLLECTIVELY, THE "WHEATON GROUP") AS AT THE DATE HEREOF (THE "EXISTING
DATA"), AND
IV.
ALL INTERESTS IN MINERALS OR MINERAL
TENURES, OR ANY RIGHTS OR OPTIONS TO ACQUIRE ANY SUCH INTEREST(S), WHICH BECOME
SUBJECT TO THIS AGREEMENT AND PART OF THE PROPERTY PURSUANT TO PARAGRAPH 15.
We confirm our understandings as follows:
2.
TITLE TO PROPERTY
Sanluis presently holds a one hundred (100%) percent right, title and interest
in and to the Sanluis Concessions, subject only to a three (3%) percent net
smelter return royalty (the "Underlying Royalty") payable to Corporación
Turistica Sanluis, S.A. de C.V. (the "Royalty Holder") pursuant to an