of the interest of Minas de San Luis,
S.A. de C. V. ("Sanluis"), a wholly owned subsidiary of Luismin, S.A. de C. V.
("Luismin"), which is itself a wholly owned subsidiary of Wheaton River Minerals
Ltd. ("Wheaton"), in and to those certain exploration concessions situated in
the Municipalities of Tamazula, Durango and Cosala Sinaloa, Durango and Sinaloa
States, Mexico referred to as the "Guadalupe De Los Reyes" property, subject to
the rights of Sanluis to reacquire an interest in the Property and thereafter
enter into an association in the nature of a joint venture with Grandcru as
provided herein. All monies referred to herein are United States funds unless
otherwise indicated.
1.
Definitions
For the purposes of this agreement, the terms "Acquisition Cost", "Camp",
"Expenditures", and "Property" will have the following meanings:
A.
"ACQUISITION COST" WILL MEAN ALL
AMOUNTS PAID IN CASH, AND THE VALUE OF ALL COMMON SHARES ISSUED, BY GRANDCRU TO
ACQUIRE ANY INTEREST IN THE CAMP, WHERE THE VALUE OF ANY COMMON SHARES ISSUED
(EXCEPT THOSE ISSUED TO WHEATON ON CLOSING PURSUANT TO SUBPARAGRAPH 5(A)) WILL
BE DETERMINED USING THE CLOSING PRICE OF THE COMMON SHARES ON THE TSX VENTURE
EXCHANGE ("TSXV") ON THE DATE THAT THEY WERE ISSUED, BUT EXCLUDING THE VALUE OF
BOTH:
I.
ANY COMMON SHARES OF GRANDCRU ACQUIRED BY THE WHEATON GROUP UPON
THE EXERCISE OF THE WARRANTS IN THE UNITS ISSUED BY GRANDCRU TO WHEATON PURSUANT
TO SUBPARAGRAPH 5(B), AND
II.
ANY COMMON SHARES OF GRANDCRU ISSUED TO THE WHEATON GROUP UNDER
THE PROVISIONS OF PARAGRAPH 7;
B.
"CAMP" MEANS, COLLECTIVELY:
I.
THE PROPERTY,
II.
THE CONCESSIONS MORE PARTICULARLY SET FORTH AND DESCRIBED IN
SCHEDULE "B" AND ALL RIGHTS AND APPURTENANCES ATTACHED OR ACCRUING THERETO,
III.
ANY SUBSTITUTE OR SUCCESSOR MINERAL TENURE GRANTED, ISSUED OR
OBTAINED IN RESPECT OF THE TENURES REFERRED TO IN CLAUSE (B)(II), AND
IV.
ALL INFORMATION AND DATA WITH RESPECT TO THE MINERAL TENURES IN
CLAUSES (B)(II) OR (III);
C.
"EXPENDITURE(S)" MEANS ALL COSTS,
EXPENSES, OBLIGATIONS AND LIABILITIES OF WHATEVER KIND OR NATURE MADE, SPENT OR
INCURRED, DIRECTLY OR INDIRECTLY, BY GRANDCRU OR ANY MEMBER OF THE WHEATON GROUP
(AS HEREINAFTER DEFINED) AFTER THE DATE OF THIS AGREEMENT RELATING DIRECTLY OR
INDIRECTLY TO THE CAMP, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING COSTS,
EXPENSES, OBLIGATIONS AND LIABILITIES MADE, SPENT OR INCURRED FOR OR IN
CONNECTION WITH:
I.
GEOPHYSICAL, GEOCHEMICAL, LAND, AIRBORNE, ENVIRONMENTAL AND/OR
GEOLOGICAL EXAMINATIONS, ASSESSMENTS, ASSAYS, AUDITS AND/OR SURVEYS,
II.
PREPARATION OF A BANKABLE FEASIBILITY STUDY,
III.
LINE CUTTING, MAPPING, TRENCHING AND STAKING,
IV.
SEARCHING FOR, DIGGING, TRUCKING, SAMPLING, WORKING, DEVELOPING,
MINING AND/OR EXTRACTING ORES, MINERALS AND METALS,
V.
DIAMOND AND OTHER DRILLING,
VI.
OBTAINING, PROVIDING, ERECTING, INSTALLING, OPERATING AND
MAINTAINING EXPLORATION, DEVELOPMENT AND MINING FACILITIES, INCLUDING CAMPS,
MINING
2
HOISTS, SHAFTS AND OTHER UNDERGROUND ACCESSES, MILLING OR OTHER TREATMENT OR
PROCESSING PLANTS, ANCILLARY FACILITIES, BUILDINGS, MACHINERY, TOOLS, APPLIANCES
AND EQUIPMENT,
VII.
CONSTRUCTION OF ACCESS ROADS AND OTHER FACILITIES ON OR FOR THE BENEFIT OF THE
CAMP OR ANY PART THEREOF,
VIII.
TRANSPORTING PERSONNEL, SUPPLIES, MINING, MILLING