Membership Interest Purchase Agreement dated July 25, 2016

Seller Parent, directly and indirectly through one or more subsidiaries, owns all of the issued and outstanding membership interests of Seller.

Seller is the sole member of Carlin Resources, LLC, a Nevada limited liability company (the “Company”).

The Company is the sole member of Rock Creek Conservancy, LLC, a Nevada limited liability company (“Rock Creek”).

The Company and Rock Creek own and operate the Hollister mine in Elko County, Nevada, United States of America (the “Hollister Mine”), the Esmeralda mine and ore milling facility in Mineral County, Nevada, United States of America (the “Esmeralda Mine”) and other properties in Nevada, United States of America.

Buyer Parent, through one or more subsidiaries, indirectly owns all of the issued and outstanding capital stock of Buyer.

Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, Seller’s entire membership interest in the Company, on the terms and conditions of this Agreement.

Buyer shall pay Seller, by wire transfer of immediately available funds to an account of Seller designated by Seller, a sum equal to $63,000,000 (the “Cash Purchase Price”);

subject to Section 2.5, Buyer shall execute and deliver to Seller a secured promissory note (the “Note”) in the aggregate principal amount of $17,000,000 (the “Note Amount”), which Note shall (i) have a four year term, (ii) accrue interest at a rate of 6% per annum, (iii) be repaid in three equal installments on the second, third and fourth anniversaries of the Closing Date, and (iv) otherwise be in form and substance mutually acceptable to Buyer and Seller;

Buyer and the Company shall execute and deliver security documents in form and substance mutually acceptable to Buyer and Seller (the “Security Documents”),

by which the Company shall grant a security interest over the Properties forming the Hollister Mine in order to secure Buyer’s obligations under the Note;

Buyer shall direct Buyer Parent to, and Buyer Parent shall, issue to Seller or its designee 5,000,000 Warrants, which Warrants shall be represented by a certificate substantially in the form of the warrant certificate set forth in Schedule D hereto and shall (i) have a 15 year term from the date the Warrants are first exercisable, (ii) have an exercise price equal to a 20% premium on the pricing of the Financing, (iii) include a forced conversion provision that requires the holder to convert the Warrants if Buyer Parent’s common shares trade at a 100% premium to the exercise price of the Warrants for 60 consecutive trading days on the stock exchange or other market on which the trading in the Common Shares primarily occurs at such time, and (iv) be exercisable at any time after the date that is six months after the Closing Date and prior to their expiry time; and

Buyer shall direct Buyer Parent to, and Buyer Parent shall, issue to Seller or its designee 2,600,000 common shares in the capital of Buyer Parent (the “Common Shares”), the sale of which will be restricted for a period of 23 consecutive calendar months from the Closing Date.

All of the outstanding membership interests in the Company (comprising the Interest) are held beneficially and of record by Seller. Except for the Interest, there are not outstanding any membership interests in the Company, or any options, warrants, Encumbrances, right of first refusal, pre-emptive right, subscription right or other rights of any Person (other than Buyer pursuant to this Agreement) to acquire, or any instruments that are convertible into, any membership interests in or other equity interests of the Company.

The Company does not have any direct or indirect subsidiaries other than Rock Creek. All of the outstanding membership interests in Rock Creek are held beneficially and of record by the Company. Except for the membership interests in Rock Creek held by the Company, there are not outstanding any membership interests in Rock Creek or any options, warrants, Encumbrances, right of first

All material Taxes required to be paid by the Company and Rock Creek have been timely paid or caused to be paid through the date hereof and as of the Closing;

Each of the Company and Rock Creek has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed, and such Tax Returns were complete and correct in all material respects as of the time of filing;

All material Taxes required to be paid with respect to the Purchased Assets have been timely paid or caused to be paid through the date hereof and as of the Closing;

The Seller has filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by it with respect to the Purchased Assets with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed, and such Tax Returns were complete and correct in all material respects as of the time of filing;

There are no ongoing Tax audits and no waivers of statutes of limitations have been given or requested with respect to the Company, Rock Creek or Seller with respect to any of the Purchased Assets;

The assets and properties of the Company and Rock Creek are not subject to any Tax liens, other than liens for Taxes not yet due and payable or being contested in good faith through appropriate proceedings and for which adequate reserves are maintained in the appropriate financial statements;

No unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed in writing against the Company, Rock Creek or any of the Purchased Assets by any Governmental Authority;

No claim has been made in writing within the last three years by any Governmental Authority in a jurisdiction in which the Company, Rock Creek and Seller do not file Tax Returns that the Company, Rock Creek or Seller is or may be subject to taxation by that jurisdiction;

All material amounts of Taxes required to be withheld or collected by Company or Rock Creek in connection with amounts paid or owing to any employee, independent contractor, creditor or stockholder have been withheld and collected and, to the extent required by law, timely paid to the appropriate Governmental Authority;

Each of the Company and Rock Creek is classified as a disregarded entity for federal and Nevada income Tax purposes and will continue to be classified as a disregarded entity for federal income Tax purposes through the Closing; and

Seller is a U.S. domestic partnership for federal income Tax purposes and will continue to be classified as a U.S. domestic partnership through the Closing and until the Note is satisfied in full.

Material Contracts

Except for Contracts described on Schedule 4.12(a) (collectively, including the Property Leases to which the Company is a party, the “Material Contracts”), the Company is not a party to any of the following: (i) leases or subleases of real property or material personal property (whether as lessor or lessee); (ii) material Contracts with consultants or independent contractors; or (iii) Contracts other than those described in any other clause of this paragraph that are material to the Company, the Business or to the ownership, operation, closure, remediation or Reclamation of the properties of the Company. Rock Creek is not a party to any of the following: (i) leases or subleases of real property or personal property (whether as lessor or lessee); (ii) Contracts with consultants or independent contractors; or (iii) Contracts other than those described in any other clause of this paragraph that are material to Rock Creek, the Business or to the ownership, operation, closure, remediation or Reclamation of the properties of Rock Creek.

Seller has made available to Buyer true and correct copies of each of the Material Contracts, including all amendments or modifications thereof. Each of the Material Contracts is valid, in full force and effect, and, to the knowledge of Seller, enforceable in accordance with its terms against the parties thereto other than the Company or Rock Creek. There has not occurred any material default (without regard to lapse of time, the giving of notice, the election of any Person other than the Company or Rock Creek, or any combination thereof) by the Company or Rock Creek nor, to the knowledge of Seller, has there occurred any material default (without regard to lapse of time, the giving of notice, the election of the Company or Rock Creek, or any combination thereof) by any Person other than the Company or Rock Creek under any of the Material Contracts.

Schedule 4.13(a) includes a description of all real property and mining claims held by the Company or Rock Creek, including all (i) patented mining claims and other fee interests in real property held by the Company and forming part of the Hollister Mine (collectively, the “Hollister Fee Properties”), patented mining claims and other fee interests in real property held by the Company and forming part of the Esmeralda Mine (collectively, the “Esmeralda Fee Properties”) and fee interests in real property held by Rock Creek (collectively, the “Rock Creek Fee Properties” and, together with the Hollister Fee Properties and the Esmeralda Fee Properties, collectively, the “Fee Properties”), (ii) unpatented mining claims held by the Company and forming part of the Hollister Mine (collectively, the “Hollister Unpatented Claims”) and unpatented mining claims held by the Company and forming part of the Esmeralda Mine (collectively, the “Esmeralda Unpatented Claims” and together with the Hollister Unpatented Claims, collectively, the “Unpatented Claims”) and (iii) leasehold interests in real property, including fee interests and patented and unpatented mining claims, held by the Company and forming part of the Hollister Mine (collectively, the “Hollister Leasehold Interests”) and leasehold interests in real property, including fee interests and patented and unpatented mining claims, held by the Company and forming part of the Esmeralda Mine (collectively, the “Esmeralda Leasehold Interests” and together with the Hollister Leasehold Interests, collectively, the “Leasehold Interests”). The Fee Properties, the Unpatented Claims and the Leasehold Interests are referred to collectively in this Agreement as the “Properties”. Rock Creek does not hold any patented mining claims, unpatented mining claims or leasehold interests in real property.

The Leasehold Interests are leased pursuant to the leases (including any amendments or modifications thereof) described on Schedule 4.13(b) (the “Property Leases”).

Schedule 4.13(b) includes a description of all royalties, overriding royalties, net profit interests and payments on or out of production to which any of the Properties is subject.

Schedule 4.13(c) includes a description of all material water rights held by the Company (collectively, the “Water Rights”). Rock Creek does not hold any material Water Rights.

Schedule 4.13(d) identifies, as of the date hereof, each asset, piece of equipment, vehicle and other tangible property and property, other than interests in real property, owned or leased by the Company that, to Seller’s knowledge, has a fair market value of at least $25,000 (the “Moveable Assets”). Rock Creek does not own any material assets or properties, other than interests in real property.

All easements and rights of way that are material to the Company’s and Rock Creek’s conduct of operations as currently conducted are identified at Schedule 4.13(f) and are valid and in full force and effect.

Except as disclosed in Schedule 4.13(g), there are no material farm-in or earn-in rights, back-in rights, rights of first refusal, rights of first offer, option rights, or area of interest rights affecting the Properties or the assets of the Company or Rock Creek.

Certain Affirmative Covenants of Seller

Except as Buyer otherwise may consent in writing (which consent Buyer shall not unreasonably withhold, condition or delay), or as otherwise contemplated by this Agreement, between the date of this Agreement and Closing, Seller shall cause each of the Company and Rock Creek to:

operate in the usual, regular and ordinary course and in a manner consistent with past practices and the “care and maintenance” status of the Hollister Mine and the Esmeralda Mine and, to the extent consistent with such operation, use commercially reasonable efforts to: (i) preserve its current business organization; (ii) keep available the services of employees whose performance and conduct meets the Company’s and Rock Creek’s normal requirements; and (iii) preserve beneficial business

maintain its assets and properties in their condition as of the date of this Agreement, ordinary wear and tear excepted;

pay all fees required to maintain the claims comprising the Properties in good standing and which are due on or before August 31, 2016 by no later than August 10, 2016 (the “Claim Fee Payments”); and

(A) provide to Buyer, and its counsel, accountants and other representatives, during normal business hours and after reasonable advance notice, reasonable access to the Company’s and Rock Creek’s assets, properties, books and records; and (B) furnish or make available to Buyer and such representatives all such additional documents, financial information and other information in the possession of the Company and Rock Creek and relating to the Company and Rock Creek and their operations as Buyer may from time to time reasonably request; provided, however, that Buyer shall exercise such right of access in such a manner as not to interfere unnecessarily with the operations of the Company or Rock Creek.

Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer (which consent Buyer shall not unreasonably withhold, condition or delay), or as otherwise contemplated by this Agreement:

sell, dispose, mortgage, pledge, grant a security interest in, grant a license to or otherwise encumber any of the Properties or the Moveable Assets, except in the ordinary course of business consistent with past practice, such as sales of inventory and obsolete equipment in the ordinary course and in amounts which, individually and in the aggregate, are not material to the financial condition or the business or operations of the Company or Rock Creek;

enter into any lease or other Contract relating to the business or operations of the Company or Rock Creek that is not in the ordinary course of business and that would, if existing on the date hereof, constitute a Material Contract hereunder;

terminate or cancel (other than the termination, expiration or cancellation of a Material Contract in accordance with its terms), modify or amend in any material respect or take or fail to take any action which would entitle any party to any Material Contract to terminate or cancel (other than the termination, expiration or cancellation of a Material Contract in accordance with its terms), modify or amend any Material Contract;

amend or otherwise alter (or propose any amendment or alteration to) the governing documents of either of the Company or Rock Creek;

permit either of the Company or Rock Creek to create, issue, sell, deliver, pledge or otherwise encumber any securities or interest in the capital of either of the Company or Rock Creek or any securities or instruments convertible or exercisable for any such securities or interest, or declare or pay any dividend or make any other distribution of any of the assets of the Company or Rock Creek to their securityholders;

permit either of the Company or Rock Creek to become a party to any merger, consolidation, share exchange, business combination, recapitalization, or similar transaction;

permit either of the Company or Rock Creek to incur any indebtedness for borrowed money or guarantee any indebtedness of another Person or make any loans, advances, or capital contributions to, or investments in, any other Person, in each case other than in the ordinary course of business; or

permit either of the Company or Rock Creek to settle any Litigation to which it is a party other than settlements with respect to, or payments of, penalties under citations issued by the Mine Safety and Health Administration of the U.S. Department of Labor or which would not result in any material liability to the Company or Rock Creek.

None of Seller or any of its Affiliates or their respective representatives shall solicit, encourage, or enter into any letter of intent, contract or other agreement with any Person (other than Buyer) concerning any offers to purchase, directly or indirectly, membership interests or all or substantially all of the assets of either of the Company or Rock Creek including any joint venture or royalty transaction or similar arrangement (other than the Hollister Royalty and the Esmeralda Royalty), and none of Seller or any of its Affiliates or their respective representatives will initiate or participate in any discussions or negotiations with any Person (other than Buyer) with respect to any such transactions or similar transactions, during the period commencing on the date hereof and ending on the termination of this Agreement.

Buyer and Seller agree that subject to applicable Legal Requirements, between the date of this Agreement and Closing, each shall provide the other prompt notice in writing of:

any notice or communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;

any material notice or communication from any Governmental Authority that proposes to, or which would reasonably be expected to, impede or delay the consummation of the transactions contemplated hereby;

any material Litigation commenced or threatened against it which would reasonably be expected to impede or delay the consummation of the transactions contemplated hereby; and

any failure by it to comply with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied under this Agreement;

Confidentiality

Prior to Closing, any non-public information that the Buyer Parties may obtain from Seller in connection with this Agreement with respect to Seller shall be deemed confidential, and neither Buyer Party shall disclose any such information to any third party or use such information for any commercial purpose; provided, however, that (i) the Buyer Parties may use and disclose any such information once it has been publicly disclosed (other than by either Buyer Party in breach of its obligations under this Section) or which rightfully has come into the possession of the Buyer Parties (other than from Seller); (ii) the Buyer Parties may disclose such information to their respective officers, directors, agents, employees, advisors and lenders as necessary in connection with the transactions contemplated in this Agreement; and (iii) to the extent that either Buyer Party may become compelled by Legal Requirements to disclose any of such information, it may disclose such information if it shall have used all reasonable efforts, and shall have afforded Seller the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed.

Any non-public information that Seller shall obtain from the Buyer Parties in connection with this Agreement with respect to either Buyer Party shall be deemed confidential, and Seller shall not disclose such information to any third party or use such information for any commercial purpose; provided, however, that (i) Seller may use and disclose any such information once it has been publicly disclosed (other than by Seller in breach of its obligations under this Section) or which rightfully has come into the possession of Seller (other than from the Buyer Parties); (ii) Seller may disclose such information to its officers, directors, agents, employees, representatives, advisors and lenders as necessary in connection with the transactions contemplated in this Agreement; and (iii) to the extent that Seller may become compelled by Legal Requirements to disclose any of such information, Seller may disclose such information if it shall have used all reasonable efforts, and shall have afforded the Buyer Parties the opportunity, to

Except as required by applicable Legal Requirements, no Party shall make any press release or public announcement or statement without the prior written consent and approval of the other Parties. The Parties shall consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements or statements, and any oral or written statements to Seller’s employees concerning this Agreement and the transactions contemplated hereby.

This Section does not supersede the confidentiality agreement dated March 31, 2016 between Seller and Buyer (the “Confidentiality Agreement”), which remains in full force and effect.

Reasonable Efforts; Notices and Consents

On the terms and subject to the conditions of this Agreement, each Party shall use its reasonable efforts to cause the Closing to occur, including taking all reasonable actions necessary to (i) comply promptly with all Legal Requirements that may be imposed on it or any of its Affiliates with respect to the Closing and (ii) in the case of the Buyer Parties, promptly after the execution of this Agreement file with the TSX and the NYSE MKT an application for, and diligently pursue and obtain the approval of the TSX and the NYSE MKT for the listing of the Common Shares and the Warrant Shares. All costs and expenses relating to obtaining the approval of the TSX and the NYSE MKT for the listing of the Common Shares and the Warrant Shares shall be borne by the Buyer Parties.

Subject to Section 6.3(c), Seller and Buyer each shall exercise commercially reasonable efforts to obtain all consents and approvals of Governmental Authorities and other Persons required for consummation of the transactions contemplated by this Agreement.

Each Buyer Party shall use its best efforts to obtain prior to Closing all consents and approvals described on Schedule 6.3(c).

Seller and the Company shall promptly provide all notices to Governmental Authorities and other Persons required for consummation of the transactions contemplated by this Agreement in compliance with any applicable timing requirements.

Without limiting the generality of paragraph (a) of this Section 6.3, Buyer Parent shall execute and file with the applicable Governmental Authorities, the TSX and the NYSE MKT all forms, notices and certificates required to be filed by Buyer Parent pursuant to applicable Legal Requirements, including the rules and policies of the TSX and the NYSE MKT, in the time required under applicable Legal Requirements and the rules and policies of the TSX and the NYSE MKT.

Without limiting the generality of paragraph (b) of this Section 6.3, prior to and following Closing, Seller and Buyer each shall, and shall each cause its respective Affiliates to, exercise commercially reasonable efforts to promptly obtain all consents and approvals required in connection with the consummation of the transactions contemplated by this Agreement under the Governmental Permits identified on Schedule 4.6.

Prior to Closing, if Buyer wishes to submit an inquiry (whether operational in nature, pertaining to permitting or otherwise) to a Governmental Authority with respect to the commencement following Closing of underground operations at the Hollister Mine, Buyer shall submit such inquiry to Seller and EMG (with attention to Debbie Lassiter or such other representative of EMG as Seller may designate from time to time). Promptly following receipt of any such inquiry from Buyer, Seller shall cause EMG and its Nevada permitting team to use their commercially reasonable efforts to further submit such inquiry to the applicable Governmental Authority and to provide Buyer with any response from such Governmental Authority in connection therewith. For the avoidance of doubt, prior to Closing, no Buyer Party shall, and each Buyer Party shall cause its Affiliates and its and their respective representatives not to, directly or indirectly (except pursuant to this Section 6.3(g)) contact any Governmental Authority with respect to any such inquiry or otherwise in connection with the Hollister Mine, the Esmeralda Mine, the Company, Rock Creek, the Business or the properties, permits or other assets of or relating to the Company, Rock Creek or the Business.

HSR Act Filings

Without limiting the generality of Section 6.3, Seller and Buyer shall, promptly after the execution and delivery of this Agreement, but in no event later than ten days after the date of this Agreement, complete and file, or cause to be completed and filed, with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) any notification and report required to be filed under the HSR Act, with respect to the transactions contemplated under this Agreement, and each such filing shall request early termination of the waiting period imposed by the HSR Act. Each of Buyer and Seller shall coordinate with the other with respect to its filings, shall cooperate to prevent inconsistencies between their respective filings and shall furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act. All fees related to any filings under the HSR Act shall be paid in equal shares by Buyer and Seller. The Parties shall use commercially reasonable efforts to respond as promptly as practicable to any requests received from the FTC or the DOJ for additional information or documentation and respond as promptly as practicable to inquiries and requests received from other Governmental Authorities with respect to antitrust matters.

Each of the Parties shall promptly notify the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to

Seller shall prepare and cause to be filed all Tax Returns of the Company and Rock Creek for Pre-Closing Tax Periods (“Seller Tax Returns”) in accordance with past practices of the Company and Rock Creek in preparing their Tax Returns, except where such past practice is not consistent with applicable Legal Requirements. At the request of Seller, Buyer shall execute or cause the Company and Rock Creek to execute any Tax Return prepared in accordance with this Section 6.5(a). Seller shall be responsible for paying any Taxes that are due with a Seller Tax Return.

Buyer shall prepare or cause to be prepared and timely filed or cause to be filed all Tax Returns of the Company and Rock Creek for Straddle Periods (“Buyer Tax Returns”). Buyer Tax Returns shall be prepared in accordance with past practices of the Company and Rock Creek in preparing their Tax Returns, except where such past practice is not consistent with applicable Legal Requirements. Seller shall reimburse Buyer for an amount equal to the portion of unpaid Taxes that are due with a Buyer Tax Return to the extent that such Taxes are allocable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date (determined in accordance with Section REF _Ref456011616 \w \h \* MERGEFORMAT 6.5(c)), within ten days of Buyer’s providing Tax Returns and work papers establishing such liability.

Except as provided in Section 0, for purposes of this Agreement, Taxes allocable to the portion of a Straddle Period ending on the Closing Date shall (i) in the case of any property and similar Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Taxable period prior to and ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of all other Taxes, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date, provided that all permitted allowances, credits, exemptions and deductions that are normally

Buyer shall provide Seller, and Seller shall provide Buyer, with copies of any Tax Returns to be filed by Buyer or Seller, as applicable, pursuant to Section 6.5(a) or 6.5(b) at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto) (or, in the case of any Tax Return due less than thirty (30) days after the Closing Date, at least ten (10) days prior to the due date thereof). Seller or Buyer, as applicable, shall have the right to review such Tax Returns prior to the filing of such Tax Returns. If Seller or Buyer, as applicable, disputes any amounts shown to be due on such Tax Returns, Seller and Buyer shall consult and resolve in good faith any issues arising as a result of the review of such Tax Returns. If the Parties are unable to resolve any dispute prior to the due date of the Tax Return, such dispute shall be resolved by the Accounting Firm, which shall resolve any issue in dispute as promptly as practicable. The fees, costs and expenses of the Accounting Firm shall be shared equally by Seller and Buyer, unless either Seller or Buyer prevails on all material issues, in which case such fees, costs and expenses shall be paid by the non-prevailing party. The determination by the Accounting Firm shall be final, conclusive and binding on the parties.

Seller and Buyer shall cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 6.5 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention (in accordance with such Party’s practices for such records) and (upon the other Party’s request) the provision of records and information which are reasonably relevant to such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer agrees (i) to retain all books and records with respect to all material Tax matters pertinent to the Company and Rock Creek relating to any Tax period beginning before the Closing Date until thirty (30) days after the expiration of the statute of limitations (and any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Seller so requests, Buyer shall allow Seller to take possession of such books and records. Seller and Buyer agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). To the extent permitted by applicable law, Seller and Buyer shall cause any Tax period to end on the Closing Date.

Any refunds of Taxes for Pre-Closing Tax Periods or attributable to the pre- Closing portion of any Straddle Period shall be paid to Seller within ten (10) Business Days after receipt. At the request of Seller, and with the agreement of Buyer, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall file requests for refunds of Taxes for a Pre-Closing Tax Periods or for a Straddle Period.

Seller shall pay and indemnify Buyer, Company and Rock Creek for the following Taxes (and all other related losses, costs and damages), but without duplication of any liabilities that are taken into account under Section 10.1 and without duplication of any such Taxes that the Seller has previously paid on an estimated basis or otherwise: (a) all Taxes of Seller, Company and Rock Creek and all Taxes with respect to the Purchased Assets for (1) any Pre-Closing Tax Periods or (2) the portion of any Straddle Period ending on the Closing Date; and (b) all Taxes resulting from a breach of a representation in Section 4.11 or a breach of a covenant of Seller contained in this Section 6.5; provided that Seller shall have no liability for Taxes of the Company or Rock Creek resulting from activities of the Company or Rock Creek outside the ordinary course of business that occur after the Closing on the Closing Date.

Seller shall cause any tax sharing or similar arrangement with respect to Taxes involving the Purchased Assets, Company or Rock Creek to be terminated effective as of the Closing Date, to the extent that any such agreement or arrangement relates to Company or Rock Creek, and after the Closing Date, Company and Rock Creek shall have no obligation under any such agreement or arrangement for any past, present or future period.

Notwithstanding anything in this Agreement to the contrary, in case of any conflict between this Section 6.5 and Article 10 with respect to any claim for Taxes, this Section 6.5 shall govern with respect to such claim for Taxes; provided that the provisions of Section 10.7 shall be applicable in accordance with the terms thereof to the extent not inconsistent with this Section 6.5.

Buyer and Seller agree to treat the transactions contemplated by this Agreement as a taxable purchase of the Purchased Assets for U.S. federal income Tax purposes.

Assistance with Financial Statements and Technical Report

Prior to Closing and as soon as reasonably practicable after the date hereof, Seller shall cause to be prepared all unaudited financial statements of the Company and Rock Creek as may be reasonably required by Buyer and Buyer Parent in accordance with applicable securities laws in connection with the transactions contemplated by this Agreement. In addition, Seller shall cause to be prepared for delivery to Buyer and Buyer Parent as soon as reasonably practicable after the date hereof, and in any event within 60 days following the Closing Date, all audited financial statements of the Company and Rock Creek as may be reasonably required by Buyer and Buyer Parent in accordance with applicable securities laws in connection with the transactions contemplated by this Agreement.

Prior to Closing and as soon as reasonably practicable after the date hereof, and in any event within 60 days following the Closing Date, Seller shall cause to be prepared by an independent third party technical consultant a current independent

This Section 6.9 shall survive the Closing for a period of 90 days, except for the last sentence of Section 6.9(b), which shall continue in full force and effect without limitation of time.

CFIUS Filing

Should Buyer and Seller mutually determine within 15 days of the date of this Agreement that it is necessary or advisable, Buyer and Seller will use all commercially reasonable efforts to, as promptly as practicable after such determination, make a joint filing with the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 with respect to the transactions contemplated by this Agreement and supply each other with all information necessary to complete the preparation and submission of such joint filing as required by 31 C.F.R. § 800.402 (“CFIUS Information”).

The parties will promptly provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the review (and, if applicable, investigation) process; provided that no party shall be required to provide information that is not CFIUS Information. The parties, in cooperation with each other, will take all commercially reasonable steps advisable, necessary or desirable to finally and successfully complete the CFIUS review (and, as applicable, investigation) process as promptly as practicable. In furtherance of the foregoing, the Buyer and the Seller agree that if CFIUS offers the parties an opportunity to withdraw and resubmit their joint notice regarding the transactions contemplated hereby, and the parties opt to request withdrawal and resubmission in response to such offer by CFIUS, then the parties will agree to join the request for withdrawal and resubmission and promptly resubmit the joint notice regarding the transactions contemplated hereby.

Seller shall have, in all material respects, performed and complied with all covenants and obligations of this Agreement to be complied with and performed by it at or before Closing.

The representations and warranties of Seller set forth in this Agreement that are qualified by materiality or Material Adverse Effect qualifications shall be true and correct in all respects and all other representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, have a Material Adverse Effect, in each case, as of the Closing Date as if made on and as of such date except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date.

Seller shall have delivered to Buyer a certificate, dated as of the date of Closing, executed by the manager of Seller, certifying that the conditions stated in paragraphs 7.1(a) and 7.1(b) have been satisfied.

Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or been terminated, or clearance shall otherwise have been granted by the relevant Governmental Authorities.

If Buyer and Seller submit a joint filing with CFIUS, CFIUS Approval shall have been obtained.

The Financing (for greater certainty, providing for gross proceeds of at least $65,000,000) shall have been arranged by or on behalf of the Buyer Parties; provided, however, that the obligations of Buyer to consummate the transactions contemplated by this Agreement shall not be subject to the condition stated in this Section 7.1(f) if the Buyer Parties have not performed in all respects all covenants and obligations of the Buyer Parties in Section 6.8.

All authorizations, approvals and consents described on Schedule 7.1(g) shall have been obtained.

There shall be no receivables or other amounts owing to the Company or Rock Creek from any Affiliates of the Company or Rock Creek or any of their respective related parties.

Since the date of this Agreement, there shall not have occurred and be continuing any Material Adverse Effect.

There shall be no Legal Requirement, and no Judgment shall have been entered and not vacated by any Governmental Authority of competent jurisdiction in any Litigation or arising therefrom, that enjoins, restrains, makes illegal or prohibits consummation of the transactions contemplated by this Agreement.

That certain Management Services Agreement dated March 31, 2014 between EMG and the Company shall have been terminated.

The Note, if required, and each Security Document and the Warrant to be delivered by the parties thereto at Closing shall each be in form and substance satisfactory to Buyer.

Each Buyer Party shall have, in all respects, performed and complied with its covenants and obligations under Section 6.3(c) and shall have, in all material respects, performed and complied with all other covenants and obligations of this Agreement to be complied with and performed by it at or before Closing.

The representations and warranties of the Buyer Parties set forth in this Agreement that are qualified by materiality shall be true and correct in all respects and all other representations and warranties of the Buyer Parties set forth in this Agreement shall be true and correct in all material respects except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, be reasonably expected to have a material adverse effect on the ability of either Buyer Party to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement, in each case as of the Closing Date as if made on and as of such date except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date.

Buyer shall have delivered to Seller a certificate dated as of the date of Closing, executed by an executive officer of each of Buyer and Buyer Parent, certifying that the conditions stated in paragraphs 7.2(a) and 7.2(b) have been satisfied.

Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or been terminated, or clearance shall otherwise have been granted by the relevant Governmental Authorities.

If Buyer and Seller submit a joint filing with CFIUS, CFIUS Approval shall have been obtained.

There shall be no Legal Requirement, and no Judgment shall have been entered and not vacated by any Governmental Authority of competent jurisdiction in any Litigation or arising therefrom, that enjoins, restrains, makes illegal or prohibits consummation of the transactions contemplated by this Agreement.

The listing of the Common Shares and the Warrant Shares shall have been conditionally approved by the TSX and the NYSE MKT, subject only to the filing by Buyer Parent of customary documents with the TSX and the NYSE MKT.

The Note, if required, and each Security Document and the Warrant to be delivered by the parties thereto at Closing shall each be in form and substance satisfactory to Seller.

Interest Assignment. An instrument of transfer in respect of the Interest in form mutually acceptable to Buyer and Seller, executed by Seller.

Constituent Documents. Copies of the articles of organization and operating agreement of the Company and Rock Creek, certified as being true and correct by the manager of Seller, together with a copy of the minute books of each of the Company and Rock Creek.

Manager Resignation. A resignation of the Company as the manager of Rock Creek and a resignation of EMG as the manager of the Company.

Officer Resignations. Resignations by the then current officers of the Company and Rock Creek, as applicable, in form and substance mutually acceptable to Buyer and Seller and executed by the respective officers of the Company and Rock Creek.

Officer Releases. General releases of the Company and Rock Creek by the then current officers of the Company and Rock Creek, as applicable, releasing and discharging the Company or Rock Creek, as applicable, from any claims, actions, liabilities, damages, costs and expenses related to such persons acting in their capacity as officers of the Company or Rock Creek, as applicable, whether known or unknown or whether asserted or unasserted, except in connection with any fraud or with respect to limitations of liability, rights to indemnification or insurance coverage provided in the constituent documents of the Company or Rock Creek or pursuant to director and officer insurance policies, in form and substance mutually acceptable to Buyer and Seller and executed by the respective officers of the Company and Rock Creek.

Company and Rock Creek Releases. General releases of the Company and Rock Creek by Seller Parent, Borealis Holdings LLC, Seller, EMG and Waterton Global Resource Management, Inc., releasing and discharging the Company and Rock Creek from and against all claims, demands, damages, debts, liabilities, obligations, costs, expenses, actions and causes of action to the extent arising prior to Closing out of the Company or Rock Creek, the assets or properties of the Company or Rock Creek, the Hollister Mine, the Esmeralda Mine or the business or operations of the Company or Rock Creek, the Hollister Mine or the Esmeralda Mine, in form and substance mutually acceptable to Buyer and Seller and executed by the respective officers of the Seller Parent, Borealis Holdings LLC, Seller, EMG and Waterton Global Resource Management, Inc.

Security Documents. Counterparts of the Security Documents, executed by Seller.

Assumption Agreements. The assumption agreements between Seller and each of the Company and Rock Creek relating to the assumption of Affiliate Debt, the Trial Balance Liabilities and the Royalty Obligation by Seller pursuant to Section 0, in form and substance mutually acceptable to Buyer and Seller and executed by the Company and Rock Creek, as applicable, and Seller or an Affiliate of Seller other than the Company or Rock Creek.

Releases. A release of obligations related to Affiliate Debt, the Trial Balance Liabilities, the Development Costs and the Royalty Obligation in accordance with Section 0, in form and substance mutually acceptable to Buyer and Seller and executed by Seller or an Affiliate of Seller other than the Company or Rock Creek.

Right of First Offer. A right of first offer agreement, substantially in the form of Schedule D (the “ROFO Agreement”), in favor of Buyer or its designee in respect of the properties listed therein, executed by Clover Nevada LLC.

Closing Date Trial Balance. A detailed trial balance setting forth the assets and liabilities of the Company and Rock Creek as of the Closing Date (after giving effect to the assumption of Affiliate Debt and the Royalty Obligation by Seller pursuant to Section 0, such that the Affiliate Debt and the Royalty Obligation will be excluded from such trial balance) in the form of the Trial Balance attached as Schedule 0.

Form W-9. An IRS Form W-9 completed and signed by Seller.

Other. Such other documents and instruments as shall be necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.

Cash Purchase Price. The Cash Purchase Price, in accordance with 2.2(a).

Note. The Note, executed by Buyer, or, subject to Section 2.5, the Alternative Cash Payment by wire transfer of immediately available funds to an account of Seller designated by Seller.

Security Documents. Counterparts of the Security Documents, executed by Buyer and the Company.

Warrants. A certificate representing the Warrants, duly registered in the name of Seller or its designee, together with evidence reasonably satisfactory to Seller that it, or its designee, has been entered upon the books of Buyer Parent as the holder of the Warrants.

Common Shares. A certificate or confirmation of instant deposit of the Common Shares, duly registered or reflected, as applicable, in the name of Seller or its designee, together with evidence reasonably satisfactory to the Seller that it, or its designee, has been entered upon the books of Buyer Parent as the holder of the Common Shares.

Listing Approval. Evidence of the conditional approval by the TSX and the NYSE MKT for the listing of the Common Shares and the Warrant Shares, in form and substance satisfactory to Seller.

Company and Rock Creek Releases. General releases of Seller Parent, Borealis Holdings LLC, Seller, EMG and their Affiliates by the Company and Rock Creek, releasing and discharging Seller Parent, Borealis Holdings LLC, Seller, EMG and their Affiliates from and against all claims, demands, damages, debts, liabilities, obligations, costs, expenses, actions and causes of action to the extent arising prior to Closing out of the Company or Rock Creek, the assets or properties of the Company or Rock Creek, the Hollister Mine, the Esmeralda Mine or the business or operations of the Company or Rock Creek, Hollister Mine or the Esmeralda Mine, in form and substance mutually acceptable to Buyer and Seller and executed by the respective officers of the Company and Rock Creek.

Claim Fee Payment Reimbursement. A cash payment, by wire transfer of immediately available funds to an account of Seller designated by Seller, in an amount equal to the aggregate amount paid by Seller or the Company, between the date hereof and the Closing, in respect of the Claim Fee Payments.

Right of First Offer. A counterpart of the ROFO Agreement, executed by Buyer or its designee.

Other. Such other documents and instruments as shall be necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.

Termination

This Agreement may be terminated and the transactions contemplated hereby may be abandoned:

at any time, by the mutual written agreement of Buyer and Seller;

by Buyer if any of the conditions set forth in Section 7.1 shall have become incapable of fulfillment, and shall not have been waived by Buyer;

by Seller if any of the conditions set forth in Section 7.2 shall have become incapable of fulfillment, and shall not have been waived by Seller; or

by either Buyer or Seller, if Closing shall not have occurred on or before October 1, 2016;

In the event of termination by Seller or Buyer pursuant to this Section 9.1, written notice thereof shall forthwith be given to the other and this Agreement shall be terminated, without further action by any Party. If this Agreement is terminated as provided herein:

the Buyer Parties shall return all documents and other material received from Seller or the Company relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to Seller or the Company; and

all confidential information received by the Buyer Parties with respect to the Company shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

any representations and warranties of Seller in this Agreement not being true and correct when made or when required by this Agreement to be true and correct;

any failure by Seller to perform any of its covenants, agreements or obligations in this Agreement;

any payment obligations of the Company or Rock Creek relating to Development Costs;

any obligations of the Company or Rock Creek in connection with the Royalty Obligation;

any Affiliate Debt or Trial Balance Liabilities; and

any Power Line Costs.

any representations and warranties of either Buyer Party in this Agreement not being true and correct when made or when required by this Agreement to be true and correct;

any failure by either Buyer Party to perform any of its covenants, agreements or obligations in this Agreement;

any Environmental Liabilities (except to the extent of Losses for which the Buyer Indemnitees are entitled to indemnification under Section 10.1(a)); and

any liabilities or obligations arising out of or relating to the Seller Surety Arrangements in connection with the operation or ownership of, or activities conducted at, the Hollister Mine or the Esmeralda Mine following Closing.

Determination of Indemnification Amounts; Time For Making Claims

The Buyer Indemnitees shall not be entitled to indemnification under Section 10.1(a) in respect of any Losses unless and until (and then shall be entitled to such indemnification only to the extent that) the aggregate amount of all such Losses exceeds the amount of [redacted for proprietary reasons] (the “Threshold Amount”), upon which the Buyer Indemnitees shall be entitled to indemnification only for such Losses in excess of the Threshold Amount; provided, however, that the Threshold Amount shall not apply to any rights to indemnification under Section 10.1(a) with respect to the representations or warranties in Sections 0, 0, 0, 4.4(a) and 4.11 (the “Excepted Seller Representations”). In no event shall the aggregate liability of Seller under Section 10.1(a) for all matters other than breaches of the Excepted Seller Representations exceed [redacted for proprietary reasons], and in no event shall the aggregate liability of Seller under Section 10.1(a) exceed the Cash Purchase Price. For the avoidance of doubt, the liability of Seller under Sections 10.1(a), 10.1(b), 10.1(c), 10.1(d) and 10.1(f) shall not be subject to the Threshold Amount or to any of the limitations stated in the immediately preceding sentence.

The amount of any Loss for which indemnification is provided under this Article 10 shall be net of any amounts recovered or recoverable by the indemnified parties under insurance policies with respect to such Loss.

Under no circumstances shall any Party be liable to indemnify any person under Section 10.1 or 10.2 for any punitive damages, consequential damages or remote damages or any lost profits.

No Person shall be entitled to indemnification under Section 10.1(a) or Section 10.2(a) unless it shall have given the Party or Parties from which indemnity is sought written notice of the Losses for which it seeks indemnification (which notice may be, in the case of third party claims, notice under Section 10.3) within the applicable period of survival stated in Section 10.5. Each such notice shall

Indemnification payments under this Article 10 shall constitute adjustments to the consideration for the Interest.

Governing Law; Submission to Jurisdiction

This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Nevada.

Each of the Parties irrevocably agrees that any Litigation arising out of or relating to this Agreement brought by any Party or its successors or permitted assigns against the other Party or Parties shall be brought and determined in any State or federal court located in Reno, Nevada, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Litigation arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties hereto agrees not to commence any Litigation relating thereto except in the courts described above in Reno, Nevada, other than Litigation in any court of competent jurisdiction to enforce any Judgment rendered by any such court in Reno, Nevada as described herein. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Reno, Nevada as described herein for any reason, (ii)

Exercise: In the event that the Warrantholder desires to exercise the right to purchase Common Shares conferred hereby, the Warrantholder shall (a) complete to the extent possible in the manner indicated and execute a subscription form in the form attached as Schedule “A” to this Warrant Certificate, (b) surrender this Warrant Certificate to the Corporation in accordance with section 9 of this Warrant Certificate, and (c) pay the amount payable upon the exercise of such Warrants in respect of the Common Shares subscribed for by certified cheque, bank draft or money order in lawful money of Canada payable to the Corporation or by transmitting same day funds in lawful money of Canada by wire to such account as the Corporation shall direct the Warrantholder. Upon such surrender and receipt of payment as aforesaid, the Warrantholder shall be deemed for all purposes to be the holder of record of the number of Common Shares to be so issued and the Warrantholder shall be entitled to delivery of a certificate or certificates representing such Common Shares and the Corporation shall cause such certificate or certificates to be delivered to the Warrantholder at the address specified in the subscription form within three business days after such surrender and payment as aforesaid. No fractional Common Shares will be issuable upon any exercise of the Warrants. If a fractional share interest arises upon any exercise of the Warrants, the Corporation shall eliminate such fractional share interest by paying the Warrantholder an amount computed by multiplying the fractional interest by the then fair market value of a full Common Share.

Partial Exercise: The Warrantholder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares represented by this Warrant Certificate. In the event that the Warrantholder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Corporation shall issue a replacement certificate in the same form as this Warrant Certificate (with appropriate changes) representing the unexercised balance of the Warrants.

Not a Shareholder: The holding of the Warrants shall not constitute the Warrantholder a shareholder of the Corporation nor entitle the Warrantholder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.

Covenants, Representations and Warranties: The Corporation hereby represents and warrants that (a) it is authorized to create and issue the Warrants; (b) this Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable against it in accordance with the provisions of this Warrant Certificate; and (c) all necessary Toronto Stock Exchange and NYSE MKT LLC (“NYSE MKT”) approvals have been obtained. The Corporation hereby covenants and agrees that (i) it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate and the certificate or certificates representing such Common Shares to be issued; (ii) at all times prior to the Expiry Time, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided for in this Warrant Certificate; (iii) all Common Shares issued upon exercise of the right to purchase provided for herein shall, upon payment of the Exercise Price therefor, be issued as fully paid and non-assessable shares, and be free from any and all taxes, liens and charges relating thereto; (iv) it shall make all requisite filings under all applicable securities laws and the respective regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of such acts and regulations; and (v) it shall preserve and maintain its corporate existence and all licenses and permits that are material to the proper conduct of its business. The Corporation hereby further covenants and agrees that all Common Shares issuable upon exercise of this Warrant shall be approved for listing (subject to issue or notice of issue) on the Toronto Stock Exchange, the NYSE MKT and on such other stock exchanges or over- the-counter markets on which the Common Shares are listed from time to time.

Anti-Dilution Protection:

Definitions: For the purposes of this section 5, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below shall have the respective meanings specified therefor in this subsection 5(a):

“Adjustment Period” means the period commencing on the date of issue of the Warrants and ending at the Expiry Time;

“Current Market Price” of the Common Shares at any date means the price per share equal to the weighted average price at which the Common Shares have traded on the Toronto Stock Exchange or, if the Common Shares are not then

listed on the Toronto Stock Exchange, the NYSE MKT or, if the Common Shares are not then listed on the NYSE MKT, on such other Canadian or U.S. stock exchange as may be selected by the directors of the Corporation for such purpose or, if the Common Shares are not then listed on any Canadian or U.S. stock exchange, in the over-the- counter market, during the period of any 20 consecutive trading days ending not more than five business days and not less than three business days before such date; provided that the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during such 20 consecutive trading days by the total number of Common Shares so sold; and provided further that if the Common Shares are not then listed on any Canadian or U.S. stock exchange or traded in the over-the- counter market, then the Current Market Price shall be determined by a firm of independent chartered accountants selected by the directors of the Corporation;

“director” or “director of the Corporation” means a director of the Corporation at the relevant time and, unless otherwise specified herein, a reference to action “by the directors” means action by the directors of the Corporation as a board or, whenever empowered, action by any committee of the directors of the Corporation;

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind; and

“trading day” with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market is open for business.

Adjustments: The Exercise Price and the number of Common Shares issuable to the Warrantholder pursuant to this Warrant Certificate shall be subject to adjustment from time to time in the events and in the manner provided as follows:

If at any time during the Adjustment Period the Corporation shall:

fix a record date for the issue of, or issue, Common Shares or securities exchangeable for or convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend;

fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable or exercisable for or convertible into Common Shares;

subdivide the outstanding Common Shares into a greater number of Common Shares; or

consolidate the outstanding Common Shares into a lesser number of Common Shares,

the numerator of which shall be the number of Common Shares outstanding on such record date or effective date, as the case may be, before giving effect to such Common Share Reorganization; and

the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable or exercisable for or convertible into Common Shares the number of Common Shares that would have been outstanding had such securities been exchanged or exercised for or converted into Common Shares on such date).

if at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the

the numerator of which shall be the aggregate of

the number of Common Shares outstanding on the record date for the Rights Offering, plus

the quotient determined by dividing

either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange, exercise or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged, exercised or converted, as the case may be, by

the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

the denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date plus the number of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable or exercisable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged, exercised or converted).

Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause (ii) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this clause (ii), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of:

shares of the Corporation of any class other than Common Shares;

rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares or securities exchangeable or exercisable for or convertible into Common Shares at a price per share (or in the case of securities exchangeable or exercisable for or convertible into Common Shares at an exchange, exercise or conversion price per share) on the record date for the issue of such securities to the holder of at least 95% of the Current Market Price of the Common Shares on such record date);

evidences of indebtedness of the Corporation; or

any property or assets of the Corporation;

and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

the numerator of which shall be the difference between

the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and

the aggregate fair market value, as determined by the directors of the Corporation, to the holders of Common Shares of the shares, rights, options, warrants, evidences of

the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date.

If at any time during the Adjustment Period there shall occur:

a reclassification or redesignation of the Common Shares, a change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than a Common Share Reorganization;

a consolidation, amalgamation, arrangement or merger of the Corporation with or into another body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities;

the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity;

(any of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Common Shares to which the Warrantholder was theretofor entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the

provisions of this Warrant Certificate with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants. Any such adjustment must be made by and set forth in an amendment to this Warrant approved by the directors of the Corporation.

If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of clause 5(b)(i) of this Warrant Certificate, then the number of Common Shares purchasable upon the subsequent exercise of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Common Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment or readjustment and the denominator shall be Exercise Price resulting from such adjustment or readjustment.

Rules: The following rules and procedures shall be applicable to adjustments made pursuant to subsection 5(b) of this Warrant Certificate:

Subject to the following clauses of this subsection 5(c), any adjustment made pursuant to subsection 5(b) hereof shall be made successively whenever an event referred to therein shall occur.

No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price and no adjustment shall be made in the number of Common Shares purchasable upon the exercise of the Warrants unless it would result in a change of at least one one- hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this clause 5(c)(ii) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of subsection 5(b) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants (except in respect of the Common Share Reorganization described in subclause 5(b)(i)D hereof or a Capital Reorganization described in subclause 5(b)(iv)A hereof).

No adjustment in the Exercise Price or in the number or kind of securities purchasable upon the exercise of the Warrants shall be made in respect of any event described in section 5 hereof (except for Common Share Reorganizations described in subclauses 5(b)(i)C or 5(b)(i)D hereof) if the Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.

No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of the Warrants shall be made pursuant to subsection 5(b) hereof in respect of the issue from time to time of Common Shares pursuant to this Warrant Certificate or pursuant to any stock option, stock purchase or stock bonus plan in effect from time to time for directors, officers or employees of the Corporation and/or any subsidiary of the Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other event described in subsection 5(b) hereof.

If at any time during the Adjustment Period the Corporation shall take any action affecting the Common Shares, other than an action or event described in subsection 5(b) hereof, which in the opinion of the directors of the Corporation would have a material effect upon the rights of Warrantholders, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of the Warrants shall be adjusted in such manner and at such time by action by the directors of the Corporation, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the Toronto Stock Exchange and the NYSE MKT (if the Common Shares are then listed on such stock exchanges) and any other required regulatory approvals. Failure of the taking of action by the directors of the Corporation so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the Common Shares shall be deemed to be conclusive evidence that the directors of the Corporation have determined that it is equitable to make no adjustment in the circumstances.

If the Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants shall be required by reason of the setting of such record date.

In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in subsection 5(b) hereof, the Corporation may defer, until the occurrence of such event:

issuing to the Warrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and

delivering to the Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event;

If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 5(b) hereof and shall be binding upon the Corporation and the Warrantholder.

As a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 5(b) hereof, including the Exercise Price and the number or class of Common Shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of counsel to the Corporation, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.

Fundamental Transaction: If, at any time while this Warrant is outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Shares, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property,

an exercise price which applies the exercise price hereunder to such common shares (adjusted in accordance with Section 5 to the extent applicable but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the value of such common shares, such number of common shares and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Warrantholder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Warrant with the same effect as if such Successor Entity had been named as the Corporation herein. “Change of Control Transaction” means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of the Corporation to any Person or entity or group of Persons or entities, in each case other than an affiliate of the Corporation (as that term is defined in the Securities Act (Ontario)), but not including the entering into of an option, joint venture or other arrangement whereby the Corporation transfers, or has the right to transfer, an interest in its mineral properties yet maintains control, majority ownership or an operating interest in the mineral properties, resulting entity or new arrangement; (ii) the amalgamation, merger or arrangement of the Corporation with or into another entity (other than an affiliate of the Corporation, as that term is defined in the Securities Act (Ontario)) where the shareholders of the Corporation immediately prior to the transaction will hold less than 50% of the voting securities of the resulting entity upon completion of the transaction; or (iii) any Person or combination of Persons (in each case other than an affiliate of the Corporation, as that term is defined in the Securities Act (Ontario)) acting jointly or in concert, acquiring or becoming the beneficial owner of, directly or indirectly, of more than 50% of the voting securities of the Corporation whether through the acquisition of previously issued and outstanding voting securities of the Corporation or of voting securities of the Corporation that have not previously been issued or any combination thereof or any other transaction with similar effect.

Notice: At least 21 days prior to the earlier of the record date or effective date of any event which requires or might require an adjustment in any of the rights of the Warrantholder under this Warrant Certificate, including the Exercise Price or the number of Common Shares which may be purchased under this Warrant Certificate, the Corporation shall deliver to the Warrantholder a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such adjustment. In case any adjustment for which a notice in this subsection 5(d) has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable deliver to the Warrantholder a certificate providing the calculation of such adjustment. The Corporation hereby covenants and agrees that the register of transfers and share transfer books for the Common Shares will be open, and that the Corporation will not take any action which might deprive the Warrantholder of the opportunity of exercising the rights of subscription contained in this Warrant Certificate, during such 21 day period.

Further Assurances: The Corporation hereby covenants and agrees that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and every such other act, deed and assurance as the Warrantholder shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Warrant Certificate.

Time of Essence: Time shall be of the essence of this Warrant Certificate.

Governing Laws: This Warrant Certificate shall be subject to, governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Corporation and the Warrantholder irrevocably attorn and submit to the execlusive jurisdiction of the courts of the Province of Ontario with respect to any dispute related to or arising out of this Warrant Certificate.

Notices: All notices or other communications to be given under this Warrant Certificate shall be delivered by hand or by telecopier or other form of electronic transmission (such as email or .pdf) and, if delivered by hand, shall be deemed to have been given on the delivery date and, if sent by telecopier or other form of electronic transmission, on the date of transmission if sent before 5:00 p.m., Toronto time, on a business day or, if sent after 5:00 p.m., Toronto time, or such day is not a business day, on the first business day following the date of transmission.

Any certificate representing Common Shares issued upon the exercise of the Warrants prior to the date which is four months and one day after the date hereof will bear the following legends:

provided that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Common Shares may be exchanged for a certificate or certificates bearing no such legends. The Corporation hereby covenants and agrees that it will deliver or cause to be delivered a certificate or certificates representing such Common Shares bearing no such legends within three business days after receipt of the legended certificate or certificates.

Any certificate representing Common Shares issued on the exercise of Warrants represented by this Warrant Certificate (i) to persons who do not certify to the Corporation that they are not a U.S. person and are not exercising the Warrants in the United States or for the account or on behalf of a U.S. Person or person in the United States, or (ii) at a time the Corporation is not a foreign private issuer, will, unless the offer and sale of such Common Shares is registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, will bear the following legend:

Lost Certificate: If this Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may reasonably impose (which shall, in the case of a mutilated Warrant Certificate, include the surrender thereof, and it being understood that, in the case of a lost, stolen or destroyed Warrant Certificate, an affidavit of loss shall be sufficient evidence thereof) issue and deliver a new certificate, in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.

Transfer: The Warrants are transferable and the term “Warrantholder” shall mean and include any successor, transferee or assignee of the current or any future Warrantholder. The Warrants may be transferred by the Warrantholder completing and delivering to the Corporation the transfer form attached hereto as Schedule “C”.

Successors and Assigns: This Warrant Certificate shall enure to the benefit of the Warrantholder and the successors and assignees thereof and shall be binding upon the Corporation and the successors thereof.

The undersigned (i) at the time of exercise is not a U.S. person, (ii) at the time of exercise is not within the United States, (iii) is not exercising any of the Warrants represented by this Warrant certificate for the account or benefit of any U.S. person or person within the United States, and (iv) did not execute or deliver this Subscription Form in the United States.

The undersigned (i) purchased the Warrants directly from the Corporation, (ii) is exercising the Warrants solely for its own account or for the account of the original beneficial purchaser, if any, and (iii) each of it and any beneficial purchaser was on the date the Warrants were purchased from the Corporation, and is on the date of exercise of the Warrants, an “accredited investor” (as defined in Rule 501(a) of Regulation D under the 1933 Act).

The undersigned has delivered to the Corporation a written opinion of U.S. counsel reasonably satisfactory to the Corporation to the effect that the Common Shares to be delivered upon exercise hereof are exempt from registration under the 1933 Act and the securities laws of all applicable states of the United States.

If the Subscription Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Warrant Certificate, the signature of the Warrantholder on the Subscription Form must be guaranteed by an authorized officer of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange, and the Warrantholder must pay any applicable transfer taxes or fees.

If the Subscription Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a judiciary or representative capacity, the Warrant Certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

The name of the Transferor must correspond with the name written upon the face of this Warrant Certificate in every particular without any changes whatsoever.

The signature of the Transferor on the Transfer Form must be guaranteed by an authorized officer of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange, and the Warrantholder must pay any applicable transfer taxes or fees.

If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a judiciary or representative capacity, the Warrant Certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

Right of First Offer. Grantor hereby grants and sells to Grantee a one-time right of first offer (the “Right of First Offer”) for the purchase of the real property more particularly described on Exhibit A hereto (the “Subject Properties”) on and subject to the terms hereof. Subject to Section 6, if at any time Grantor proposes to effect any sale, transfer, assignment or other disposition (a “Disposition”) of its right, title and interest in and to all or any part of the Subject Properties (the “Subject Property Interest”) to any third party, Grantor shall deliver to Grantee a written notice (the “Disposition Notice”) of the proposed Disposition. If Grantee delivers notice to Grantor within ten (10) days of receipt of the Disposition Notice of Grantee’s intent to engage in negotiations regarding the Disposition, then for the thirty (30) days following delivery of the Disposition Notice, Grantor and Grantee shall discuss and attempt to negotiate and agree upon the terms upon which Grantee would be willing to purchase the Subject Property Interest under this Agreement. Upon the first to occur of (i) Grantee’s failure to deliver notice to Grantor of Grantee’s intent to engage in such discussions within the time period prescribed in the preceding sentence; (ii) Grantee’s delivery of notice to Grantor of Grantee’s intent not to engage in such discussions; and (iii) the failure of Grantor and Grantee to reach agreement on the terms upon which Grantee would purchase the Subject Property Interest by the end of such thirty (30) day period, Grantor may proceed with the proposed Disposition with any third party at any time and upon any such terms as Grantor may determine in its sole discretion, and Grantee shall be deemed to have irrevocably elected not to purchase the Subject Property Interest that is the subject of such Disposition Notice. In the event that Grantor and Grantee reach agreement on the terms upon which Grantee would purchase the Subject Property Interest that is the subject of the Disposition Notice within such thirty (30) day period, then, on such business day as Grantor and Grantee shall mutually agree (which shall be not less than thirty (30) days nor more than sixty (60) days after the end of such thirty (30) day period) Grantee shall purchase the Subject Property Interest that is the subject of the Disposition Notice upon the terms mutually agreed by Grantor and Grantee. In the event that any Disposition Notice relates to only a portion, and not the entirety, of the Subject Properties, Grantee’s Right of First Offer as to the remaining Subject Property Interests that were not the subject of such Disposition Notice (the “Remaining Subject Properties”) shall survive such Disposition Notice as to such Remaining Subject Properties.

Definitions.

“affiliated entity” means any entity owned by, controlled by, under common control with or sharing principals or directors in common with Grantor, and with respect to any

successor in interest of Grantor, said phrase shall mean any entity owned by, controlled by, under common control with or sharing principals or directors in common with Grantor, with said successor in interest or with any predecessor in title to said successor in interest. “Controlled by” and “common control with” shall include all types of control, whether by the ownership of voting securities or otherwise.

“Grantor Reorganization” means any merger, consolidation or other entity reorganization involving Grantor or its direct or indirect parent company which is not a bona fide sale of the Subject Properties for its fair market value and which transfer was not made for purposes of evading its obligation to offer the Subject Property Interests to Grantee in accordance with the terms of this Agreement.

Representations of Grantor. Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has all requisite power and authority to hold its assets, conduct its activities as currently conducted and to execute, deliver and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by Grantor have been duly and validly authorized by all necessary action on the part of Grantor. This Agreement has been duly and validly executed and delivered by Grantor, and is the valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms. Grantor has good record title to the Subject Properties.

Representations of Grantee. Grantee is a [corporation] duly organized, validly existing, and in good standing under the laws of the [State of Nevada], and has all requisite power and authority to hold its assets, conduct its activities as currently conducted and to execute, deliver and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by Grantee have been duly and validly authorized by all necessary action on the part of Grantee. This Agreement has been duly and validly executed and delivered by Grantee, and is the valid and binding obligation of Grantee, enforceable against Grantee in accordance with its terms.

Grantor’s Rights Not Restricted. Notwithstanding anything to the contrary contained in this Agreement, Grantor shall have the right during the term of this Agreement to mortgage or otherwise encumber the Subject Properties and to grant leases for all or parts of the Subject Properties, as Grantor sees fit.

Transfers to Affiliates. If at any time Grantor proposes to effect any Disposition of the Subject Property Interest to any third party that is an affiliated entity of Grantor or carry out a transaction or series of transactions that is or are part of a Grantor Reorganization, Grantor shall not be required to provide a Disposition Notice to Grantee in respect of such Disposition or Grantor Reorganization; provided, however, that any acquiree, transferee, assignee or surviving entity of the Grantor Reorganization that acquires the Subject Property Interest shall have acknowledged in writing to the Grantee that it is bound by this Agreement.

Assignment by Grantee. Grantor and Grantee agree that Grantee may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, an affiliated entity of Grantee. Subject to the foregoing, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either Grantor and Grantee without the prior written consent of the other party hereto. This Agreement does not affect title to any real property and does not run with title to any real property. In no event may this Agreement or any memorandum, summary or any instrument making reference to any provision hereunder be recorded in the real estate records in any location or jurisdiction. If such an instrument is recorded it (and all rights granted to Grantee herein) shall be deemed immediately and finally terminated and void, and Grantor shall have the unilateral right to release it of record.

Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Nevada.

Counterparts; Facsimile or .pdf Signature. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together will be deemed to be one and the same instrument. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

Entire Agreement. This Agreement supersedes all prior agreements between the parties with regard to the subject matter hereof, and there are no other understandings or agreements between them. This Agreement can only be modified by a written instrument signed by both Grantor and Grantee.