Share Purchase and Option Agreement dated March 4, 2016

The Vendor is the legal and beneficial owner of all of the issued and outstanding shares of (i) CIC Resources (Paraguay) Inc. (“CIC”), and (ii) JDL Resources Inc. (“JRI” and, together with CIC, the “Companies”), each of which being an exempted company organized and existing under the laws of the Cayman Islands.

CIC is the beneficial owner of all of the issued and outstanding shares of Paraguay Resources Inc. (“PRI”), an exempted company organized and existing under the laws of the Cayman Islands.

PRI is the legal, beneficial and registered owner of certain mineral property concessions currently encompassing approximately 160,930.50 hectares, which are located in the departments of Alto Parana and Canindeyú in the Republic of Paraguay, all as more particularly set out in Schedule “A” (collectively, the “Property”).

The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Vendor all of the issued and outstanding shares of JRI (collectively, the “JRI Securities”), upon and subject to the terms and conditions set forth in this Agreement (as defined below) (the “Acquisition”).

The Vendor has also agreed to grant to the Purchaser an option to acquire all of the issued and outstanding shares of CIC (the “CIC Securities”), upon and subject to the terms and conditions set forth in this Agreement (the “Option”).

Currency. Unless otherwise specified, all references to money amounts are to lawful currency of the United States.

Governing Law. This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.

Headings. Headings of Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

Including. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.

No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.

Time. Time is of the essence in the performance of the Parties’ respective obligations.

Knowledge. Any reference to the knowledge of any Party means to the best of the knowledge, information and belief of such Party after reviewing all relevant records and making due inquiries regarding the relevant matter of all relevant directors, officers and employees of such Party.

the Vendor shall have delivered to the Purchaser:

a duly executed share transfer form in respect of the JRI Securities;

a resignation of Adam Douglas Spencer as the director of JRI in an agreed form;

a certified copy of board resolutions of JRI approving the transfer of the JRI Securities to the Purchaser, the resignation of Adam Douglas Spencer as the director of JRI in an agreed form, the appointment of Pat Obara and Amir Adnani as directors of JRI and the removal of James David Lowell as Chief Executive Officer of JRI; and

a certified copy of the updated register of members of JRI evidencing the transfer of the JRI Securities to the Purchaser;

possession of all records, correspondence, documents, files, memoranda and other papers relating to JRI and Trier, respectively, shall have been delivered to the Purchaser or arrangements shall have been made for such delivery to occur promptly following the Acquisition Closing; and

the Purchaser shall deliver to the Vendor (i) the Consideration Payment, and (ii) a certificate representing the Consideration Shares, as directed by the Vendor.

Consideration Payment: by payment of US$50,000.00 to the Vendor (the “Consideration Payment”) by wire transfer to an account designated by the Vendor; and

Consideration Shares: by issuance to the Vendor of an aggregate of 1,333,560 fully paid and non-assessable common shares of the Purchaser (collectively, the “Consideration Shares”), such number of Consideration Shares being a product of US$1,200,000 divided by the volume weighted average price of the common shares of the Purchaser on the NYSE MKT for the 10 trading days ending on March 1, 2016 (which was US$0.8985 per Consideration Share).

The Vendor also acknowledges and understands that:

the Consideration Shares are “restricted securities”, as defined in Rule 144(a)(3) promulgated under the Securities Act;

the resale safe harbor under Rule 144 will not be available in any event for at least six months from the date of issuance of the Consideration Shares to the Vendor, and even then will not be available unless the terms and conditions of Rule 144 are complied with; and

any resale of the Consideration Shares may be made by the Vendor only in accordance with such terms and conditions.

the Purchaser may, in its sole discretion, by giving Notice to the Purchaser (the “Voluntary Option Notice”), exercise the Option, or

if, prior to the exercise of the Option by the Purchaser in Section 6.1(a), the Relinquishment contemplated by Section 7 is achieved and the size of the Property is reduced to the Post-Relinquishment Area, the Vendor shall give Notice to the Purchaser (the “Mandatory Option Notice”) that the Relinquishment has occurred and, upon receipt of the Mandatory Option Notice, the Option is deemed to have been exercised by the Purchaser,

the Vendor shall deliver to the Purchaser:

a duly executed share transfer form in respect of the CIC Securities;

a resignation of Adam Douglas Spencer as the director of CIC and the CIC Subsidiaries that are incorporated in the Cayman Islands in an agreed form;

a certified copy of board resolutions of CIC approving the transfer of the CIC Securities to the Purchaser, the resignation of Adam Douglas Spencer as the director of CIC in an agreed form and the appointment of Pat Obara and Amir Adnani as directors of CIC;

certified copies of the board resolutions of the CIC Subsidiaries that are incorporated in the Cayman Islands approving the resignation of Adam Douglas Spencer as the director of the CIC Subsidiaries that are incorporated in the Cayman Islands, the appointment of Pat Obara and Amir Adnani as directors of each of the CIC Subsidiaries that are incorporated in the Cayman Islands and the removal of all officers of the CIC Subsidiaries that are incorporated in the Cayman Islands;

a certified copy of the updated register of members of CIC evidencing the transfer of the CIC Securities to the Purchaser;

possession of all records, correspondence, documents, files, memoranda and other papers relating to CIC and the CIC Subsidiaries, respectively, shall be delivered to the Purchaser or arrangements shall have been made for such delivery to occur promptly following Option Closing;

the Vendor shall deliver to the Purchaser all scientific and technical data and title information in its possession pertaining to the Property, including maps, surveys, drill hole cores, cuttings, pulps, channel samples, other surface and underground samples, drill hole logs, channel sample logs, other surface and underground sampling data, assay results, geological, geochemical, geophysical, metallurgical and hydrological data, exploration and development plans, reports, records, studies and models;

subject to adjustment pursuant to Section 14, the Purchaser shall pay US$250,000.00 (the “Option Cash Payment”) to the Vendor by wire transfer to an account designated by the Vendor; and

the Purchaser shall grant the Vendor or an assignee of the Vendor the royalty (the “Royalty”) contemplated by the form of royalty agreement attached hereto as Schedule “D” (the “Royalty Agreement”) and the Parties shall deliver an executed copy of the Royalty Agreement.

each of the Companies is an exempted company duly incorporated under the laws of the Cayman Islands and is in good standing;

the Vendor is the legal and beneficial owner of the Subject Securities free and clear of all Encumbrances;

the Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the JRI Securities and, upon exercise of the Option pursuant to Section 6, the CIC Securities to the Purchaser free and clear of all Encumbrances. Upon (i) payment of the Consideration Payment and issuance of the Consideration Shares, the Purchaser will acquire good and valid title to the JRI Securities, free and clear of all Encumbrances, and (ii) the exercise of the Option, the Purchaser will acquire good and valid title to the CIC Securities, free and clear of all Encumbrances;

the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor;

this Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court;

there is no contract, option or any other right of another Person binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Subject Securities other than pursuant to the provisions of this Agreement;

there is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Subject Securities;

to the Vendor’s knowledge, neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated by this Agreement will result in the violation of:

any of the provisions of the organizational documents or by-laws of the Vendor;

any contract (written or oral) or other instrument to which the Vendor is a party or by which the Vendor is bound; or

any applicable Laws in respect of which the Vendor must comply;

the Subsidiaries are all of the subsidiaries of the Companies and are wholly- owned by the Companies;

each of the Subsidiaries is duly formed and validly existing under the Laws of its jurisdiction of formation, is in good standing and has all necessary power, authority and capacity to own its assets and to carry on its business as presently conducted; provided, however, that certain of the Subsidiaries are in the process of being wound up;

the authorized capital of the JRI consists of 5,000,000 shares, of which at this date one ordinary share is issued and outstanding as fully-paid and non-assessable. No options, warrants or other rights to purchase ordinary shares or other securities of JRI and no securities or obligations convertible into or exchangeable for ordinary shares or other securities of JRI have been authorized or agreed to be issued or are outstanding;

the authorized capital of the CIC consists of 50,000 shares, of which at this date one ordinary share is issued and outstanding as fully-paid and non-assessable. No options, warrants or other rights to purchase ordinary shares or other securities of CIC and no securities or obligations convertible into or exchangeable for ordinary shares or other securities of CIC have been authorized or agreed to be issued or are outstanding;

PRI is the beneficial owner of all of the issued and outstanding shares in the capital of MYNM, free and clear of all Encumbrances. No options, warrants or other rights to purchase shares or other securities of MYNM and no securities or obligations convertible into or exchangeable for shares or other securities of MYNM have been authorized or agreed to be issued or are outstanding;

JRI is the beneficial owner of all of the issued and outstanding shares in the capital of each of Trier, free and clear of all Encumbrances. No options, warrants or other rights to purchase shares or other securities of Trier and no securities or obligations convertible into or exchangeable for shares or other securities of Trier have been authorized or agreed to be issued or are outstanding;

to the Vendor’s knowledge, the Subsidiaries hold all resolutions of exploration permits and environmental licenses, recognized in Paraguay, in respect of the ore bodies and minerals located in the Property sufficient to permit the applicable Subsidiary to explore minerals contained in the Property and all such resolutions of exploration permits and environmental licenses have been validly issued in accordance with all applicable Laws and are currently in force;

to the Vendor’s knowledge, all mining canon payments due and payable by the Subsidiaries in respect of the Property have been made in accordance with the requirements of applicable Laws;

to the Vendor’s knowledge, all investment plan requirements applicable to the Property have been met by the Subsidiaries in accordance with applicable Laws;

to the Vendor’s knowledge, there are no rents or royalties payable or required to be paid to any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate or Government Authority with respect to the Property;

to the Vendor’s knowledge, all mineral exploration, development and production activities currently being conducted by the Subsidiaries are being conducted pursuant to all applicable Environmental Laws and in accordance with acceptable environmental practices;

to the Vendor’s knowledge, the conditions existing on or in respect of the Property and the air, soil, surface waters, ground waters or other natural resources on, about or in the general vicinity of the Property are not:

in violation of any Laws, including Environmental Laws; or

causing or permitting any damage or impairment to the health, safety, comfort or enjoyment of any Person at the Property or in the general vicinity of the Property;

the Vendor has not received any written order, notice or other communication from any Governmental Authority in respect of the Property of any actual or threatened non-compliance with any Environmental Laws which would give rise to a liability relating to the Property;

to the Vendor’s knowledge, there are no pending or threatened claims relating to the Property arising under any Environmental Laws;

to the Vendor’s knowledge, no claims are pending, contemplated or threatened, to which the Companies or the Subsidiaries is a party or to which the Property is subject, that would result individually or in the aggregate in any material adverse change in the operations, business or condition (financial or otherwise) of the Companies or the Subsidiaries;

to the Vendor’s knowledge, the Companies and the Subsidiaries have conducted and are conducting their business in material compliance with all applicable Laws, by-laws, rules and regulations of each jurisdiction in which their businesses are carried on and, except for certain permits for which an application to renew has been submitted and are pending renewal, hold all material licences, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in order to enable their businesses to be carried on, as now conducted or as proposed to be conducted, and all such licences, permits, consents and qualifications are valid and subsisting and in good standing and neither the Companies nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, registration, permit, consent or qualification which, if the subject of any unfavourable decision, ruling or finding would materially adversely affect the conduct of the business, operations, condition (financial or otherwise) or income of the Companies or the Subsidiaries;

to the Vendor’s knowledge, there are no material judgments against the Companies or any of the Subsidiaries which are unsatisfied, nor are there any material consent decrees or injunctions to which the Companies or any of the Subsidiaries is subject;

to the Vendor’s knowledge, each of the Companies and the Subsidiaries has timely filed with the appropriate Governmental Authorities all Tax Returns required to be filed by such entity for taxable periods ending on or before the Acquisition Closing Date and such Tax Returns are true, correct and complete in all material respects and all Taxes that were due and payable on or prior to the Acquisition Closing Date have, or will have, been duly paid in accordance with applicable Laws;

no federal, state, local or foreign audits or other legal proceedings are presently pending with regard to any Taxes or Tax Returns of the Companies or any of the Subsidiaries and no Subsidiary has received a written notice of any pending Tax audits or Tax-related legal proceedings;

no taxing authority (whether domestic or foreign) has asserted or, to the knowledge of the Vendor, is threatening to assert, any deficiency or claim for Taxes against the Companies or any of the Subsidiaries;

there are no liens for Taxes upon the Property or any of the assets of the Companies or any of the Subsidiaries; and

the Purchaser will not have any liability for any brokerage fees, commissions or finders’ fees in connection with any of the transactions contemplated by this Agreement as a result of the employment by the Vendor of any broker or finder.

the Vendor acknowledges that the Consideration Shares will be issued under certain exemptions from the registration and prospectus filing requirements otherwise applicable under the Securities Act and, if applicable, the B.C. Securities Act, and all applicable securities laws, and that, as a result, the Vendor may be restricted from using certain of the remedies that would otherwise be available to the Vendor, the Vendor will not receive information that would otherwise be required to be provided to the Vendor if the Consideration Shares were registered under the Securities Act and, if applicable, the B.C. Securities Act, and the Purchaser is relieved from certain obligations that would otherwise apply to the Purchaser, in either case, under applicable securities legislation;

the Vendor has not received, nor has the Vendor requested, nor does the Vendor require that it receive, any offering memorandum or a similar document describing the business and affairs of the Purchaser in order to assist the Vendor in entering into this Agreement and in consummating the transactions contemplated herein;

the Vendor hereby certifies that:

it is not a U.S. Person (as defined in Rule 902 of Regulation S under the Securities Act, which definition includes, but is not limited to, any corporation or partnership incorporated or organized under the laws of the United States);

it is not acquiring any of the Consideration Shares for the account or benefit of any U.S. Person or a person in the United States or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction as set out for its name and address as set forth in this Agreement;

it was not offered any Consideration Shares in the United States and was outside the United States at the time of execution and delivery of this Agreement;

it understands that the Consideration Shares have not been registered under the Securities Act and, if applicable, the B.C. Securities Act, and any applicable securities laws and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available;

it agrees to resell the Consideration Shares only in accordance with the provisions of Regulation S under the Securities Act, pursuant to a registration under the Securities Act, or pursuant to an available exemption from such registration, and that hedging transactions involving the Consideration Shares may not be conducted unless in compliance with the Securities Act;

it will not engage in any directed selling efforts (as defined by Regulation S under the Securities Act) in the United States in respect of the Consideration Shares, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Consideration Shares; and

it understands that any certificate representing the Consideration Shares will bear a legend setting forth the foregoing restrictions set out in section 5.3 above, and

the Vendor will complete and provide the Purchaser with an executed copy of the attached form of “Regulation S Certificate”, which is attached as Schedule “C”, contemporaneously with the Vendor’s execution of this Agreement at or before the Acquisition Closing; and

the Vendor and the Company are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

the Purchaser has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions contemplated by this Agreement;

this Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other Laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court;

to the Purchaser’s knowledge, neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated by this Agreement by the Purchaser will result in a violation of:

any contract (written or oral) or other instrument to which the Purchaser is a party or by which the Purchaser is bound; or

any applicable Law in respect of which the Purchaser must comply;

the authorized capital of the Purchaser consists of 750,000,000 common shares, of which at this date 101,877,239 common shares are issued and are outstanding as fully paid and non-assessable.

all of the issued and outstanding common shares in the capital of the Purchaser are listed and posted for trading on the NYSE MKT. To the knowledge of the Purchaser, no securities commission, stock exchange or comparable authority has issued any order requiring trading in any of the Purchaser’s securities to cease nor instituted proceedings for that purpose and, to the knowledge of the Purchaser, no such proceedings are pending or contemplated;

all of the Consideration Shares issued to the Vendor have been issued by the Purchaser as duly authorized and issued as fully paid and non-assessable common shares in the capital of the Purchaser free and clear of all Encumbrances;

the Purchaser is a “reporting issuer” in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland, files reports with the U.S. Securities and Exchange Commission under the United States Securities Exchange Act of 1934, as amended, is not in default in any material respect under any applicable securities Laws applicable in such jurisdictions and is in compliance, in all material respects, with the by-laws, rules, policies and regulations of the NYSE MKT. In particular, without limiting the foregoing, the Purchaser is in compliance with its obligations to make timely disclosure of all material changes relating to it (other than in respect of material change reports filed on a confidential basis and thereafter made public and material change reports filed on a confidential basis and in respect of which the material change never came to fruition), no such disclosure has been made on a confidential basis and there is no material change relating to the Purchaser which has occurred and with respect to which the requisite material change report has not been filed;

the Purchaser has obtained all consents, approvals, permits, authorizations or filings as may be required under applicable securities Laws and the by-laws, rules and regulations of the NYSE MKT necessary to the performance by the Purchaser of its obligations under this Agreement; on the Acquisition Closing, the Consideration Shares shall be listed and posted for trading on the NYSE MKT, subject to the satisfaction of customary NYSE MKT conditions;

the Purchaser is not an “investment company” as such term is defined in the United States Investment Company Act of 1940, as amended;

The Purchaser will make available adequate current public information in accordance with Rule 144(c) under the Securities Act. The Purchaser is not and has never been a “shell company”, as described in Rule 144(i)(1) under the Securities Act, however, if for any reason the Purchaser is determined to have previously been a “shell company”, it has satisfied the requirements of Rule 144(i)(2). The Purchaser has not taken any action or failed to take any action that would make the contemplated exemptions from registration under the Securities Act unavailable for the offer and sale of the Consideration Shares to the Vendor, and will not take any action or fail to take any action that would make the resale safe harbor under Rule 144 promulgated under the Securities Act unavailable for the Consideration Shares; and

the Purchaser has not provided the Vendor with any confidential or material non- public information concerning the Consideration Shares.

No investigations made by or on behalf of the Purchaser at any time shall have the effect of waiving, diminishing the scope or otherwise affecting any representation or warranty made by the Vendor in or pursuant to this Agreement.

No waiver of any condition or other provisions, in whole or in part, shall constitute a waiver of any other condition or provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

All representations, warranties and covenants contained in this Agreement on the part of each of the Parties shall survive the Closing, the execution and delivery under this Agreement and the Royalty Agreement and the exercise of the Option, as applicable, until December 24, 2017.

Vendor Indemnification - The Vendor shall indemnify and save harmless the Purchaser from and against all Losses suffered or incurred, directly or indirectly, as a result of or in connection with or relating to (i) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any certificate or other document delivered by the Vendor pursuant to this Agreement (a “Breach of a Representation and Warranty”), and (ii) any breach or non-performance by the Vendor of any covenant to be performed by the Vendor which is contained in this Agreement or in any certificate or other document delivered pursuant to this Agreement (a “Breach of a Covenant”), subject to the provisions of Section 13(c).

Purchaser Indemnification - The Purchaser shall indemnify and save harmless the Vendor from and against all Losses suffered or incurred, directly or indirectly, as a result of or in connection with or relating to (i) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement or in any certificate or other document delivered by the Purchaser pursuant to this Agreement (a “Breach of a Representation and Warranty”), (ii) any breach or non-performance by the Purchaser of any covenant to be performed by the Purchaser which is contained in this Agreement or in any certificate or other document delivered pursuant to this Agreement (a “Breach of a Covenant”), subject to the provisions of Section 13(c), and (iii) any Environmental Liabilities arising from and after the Acquisition Closing Date as a result of or in connection with any act or omission of the Purchaser, its officers, directors, employees, contractors, agents, subsidiaries or affiliates.

Limitations of Indemnification - The provisions for indemnification set out in Sections 13(a) and 13(b) are subject to the following limitations:

no Party shall be liable for Losses for a Breach of a Representation and Warranty or for a Breach of a Covenant (collectively, a “Breach”), nor shall any party have any obligation to indemnify hereunder in respect of any such Breach, in respect of any claim if notice thereof was not made in writing to the Party having made the representation, warranty, covenant or agreement within the survival period specified in Section 12(c);

neither the Vendor nor the Purchaser shall be liable for Losses for any Breach or have any obligation to indemnify hereunder in respect of any such Breach, unless the Losses exceed US$5,000 in respect of any particular occurrence or exceed US$20,000 in respect of multiple occurrences; and

the Vendor shall not be liable for Losses for any Breach or have any obligation to indemnify hereunder in respect of any such Breach, nor shall the Vendor be liable to the Purchaser under any other legal claim or theory based upon or connected herewith, for any amount or amounts that exceed in aggregate the sum of US$1,200,000.

in the case of Block #2, from 70,000 hectares to 25,767 hectares, resulting in reduced estimated total mining fees, insurance and minimum investment spending in respect of Block #2 of US$86,319 (the “Estimated Block #2 Fees”), and

in the case of Block #6, from 41,250 hectares to 9,895 hectares, resulting in reduced estimated total mining fees, insurance and minimum investment spending in respect of Block #6 of US$33,148 (the “Estimated Block #6 Fees”).

if to the Vendor:

c/o Sandstorm Gold Ltd.
Suite 1400, 400 Burrard Street

Vancouver, British Columbia, Canada V6C 3A6

Attention:       Nolan Watson
Facsimile:        604 ###-###-####

Email:               ***@***;

with a copy (that will not constitute notice) to:

Borden Ladner Gervais LLP
Scotia Plaza, 40 King Street West
Toronto, Ontario, Canada M5H 3Y4

Attention:       Andrew Powers
Facsimile:        (416) 361-2452
Email:               ***@***; and

if to the Purchaser:

Uranium Energy Corp.

Suite 1830, 1030 West Georgia Street
Vancouver, British Columbia, Canada V6E 2Y3

Attention:       Amir Adnani, President and Chief Executive Officer
Facsimile:        (604) 682-3591
Email:               ***@***;

the sale is to the Company;

the sale is made outside the United States in a transaction meeting the requirements of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws; or

the Consideration Shares are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities,

is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the undersigned is resident (the “International Jurisdiction”) which would apply to the acquisition of the Consideration Shares;

is acquiring the Consideration Shares pursuant to exemptions from prospectus or equivalent requirements under the applicable securities laws or, if such is not applicable, the undersigned is permitted to acquire the Consideration Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;

acknowledges, represents and warrants that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Consideration Shares; and

acknowledges, represents and warrants that the acquisition of the Consideration Shares by the undersigned does not trigger:

any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, other than the filing of a report of exempt distribution with the relevant securities commission if the undersigned is a resident in a province or territory in Canada; or

any continuous disclosure reporting obligation of the Company in the International Jurisdiction; and

that any person will resell or repurchase any of the Consideration Shares;

that any person will refund the purchase price of any of the Consideration Shares;

as to the future price or value of any of the Consideration Shares; or

that any of the Consideration Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Consideration Shares on any stock exchange or automated dealer quotation system, except that currently the Company’s shares of common stock are listed on the NYSE MKT;

any natural person resident in the United States;

any partnership or corporation organized or incorporated under the laws of the United States;

any estate of which any executor or administrator is a U.S. person;

any trust of which any trustee is a U.S. person;

any agency or branch of a foreign entity located in the United States;

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

any partnership or corporation if:

organized or incorporated under the laws of any foreign jurisdiction; and

formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.1(a) of the U.S. Securities Act] who are not natural persons, estates or trusts.

The Owner acquired from the Holder a 100% recorded title in and to the exploration and prospecting permits comprising the Property (as defined below).

The Owner has agreed to grant to the Holder a net smelter return royalty payable on all Minerals (as defined below) mined, produced or otherwise recovered from the Property.

The Owner is a wholly-owned subsidiary of the Parent.

“Act” has the meaning given to it in Section 19;

“affiliate” has the meaning given to it in the Business Corporations Act (British Columbia);

“Agreement” has the meaning given to it in the preamble;

“Business Day” for the purposes of the Calculation Price, means any calendar day other than a Saturday or Sunday or any day that is a statutory holiday in Vancouver, British Columbia, for any other purpose, means any calendar day other than a Saturday, Sunday or any day that is a statutory holiday in Vancouver, British Columbia;

“Calculation Price” means the gross proceeds received by or payable to the Owner from the sale of Minerals to a smelter, refiner, processor, purchaser or other recipient of such production;

“Encumbrances” means pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, developments or similar agreements, easements, rights-of-way, title defects, options or adverse claims or encumbrances of any kind or character whatsoever;

“GAAP” means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee and the former Standing Interpretations Committee;

“Governmental Authority” means any multinational, federal, provincial, state, regional, municipal, local or other government or any governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau ministry or agency, domestic or foreign, any subdivision, agent, commission, board or authority of any of the foregoing and any quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“Hedging Transactions” has the meaning given to it in Section 8;

“Holder” has the meaning given to it in the preamble;

“Interest” has the meaning given to it in Section 5(e);

“Minerals” means all marketable naturally occurring metallic and non-metallic minerals or mineral bearing material in whatever form or state, including any precious metal, any base metal, natural gas, petroleum, coal, diamonds, salt and rock, sand, gravel or aggregate, that is mined, extracted, removed, produced or otherwise recovered from the Property (other than any rock, sand, gravel or aggregate used in connection with the conduct of operations by the Owner), whether in the form of ore, doré, concentrates, refined metals or any other beneficiated or derivative products thereof and including any such minerals or mineral bearing materials or products derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Property;

“Net Smelter Returns” means the actual gross proceeds received by or payable to the Owner from the sale or other disposition of Minerals or, if the account of the Owner at a Processor is credited with Minerals processed by the Processor, the gross value of Minerals so credited to the Owner calculated on the basis of the aggregate quantity of such Minerals so credited during the relevant time period multiplied by the Calculation Price, less the following expenses:

all non-refundable direct sales taxes, use taxes, gross receipts taxes and severance taxes and all mining taxes, payable by the Owner or other operator of the Property, that are based directly upon, and assessed against, the value or quantity of Minerals produced, sold or otherwise disposed of from the Property; but excluding any and all taxes based upon the net or gross income of the Owner or other operator of the Property, the value of the Property or the privilege of doing business, and other taxes assessed on a similar basis; and

all transportation costs, including related insurance costs, for transportation of Minerals from the Property to a Processor or to the point of sale, and all direct charges and/or costs charged by any smelter, refiner, mint and/or other Processor of the Minerals, including penalties, if any (provided such charges, costs and/or penalties have not been previously deducted by the Processor). Provided, however, that if the smelting, refining, minting and/or further processing is carried out at facilities owned or controlled, in whole or in part, by the Owner, then the charges and costs for such smelting, refining, minting and/or further processing of such Minerals shall be the lesser of (A) the charges and other costs the Owner would have incurred if such smelting, refining, minting and/or further processing was carried out at facilities that are not owned or controlled by the Owner and that are offering comparable services for comparable products, and (B) the actual charges and costs incurred by the Owner with respect to such smelting, refining, minting and/or further processing;

“Notice” has the meaning given to it in Section 22(e);

“Owner” has the meaning given to it in the preamble;

“Parent” has the meaning given to it in the preamble;

“Parties” and “Party” have the respective meanings given to them in the recitals;

“Person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status;

“Place of Delivery” means the place directed by the Holder in writing;

“Prime” means, on any day, the rate of interest expressed as a rate per annum, that The Bank of Nova Scotia establishes at its head office in Toronto, Ontario, as the refererence rate of interest that it will charge on that day for U.S. dollar demand loans to its most credit worthy customers in Canada and which it at present refers to as its prime rate;

“Processor” means collectively any third-party mill, smelter, refinery or other processor of the Minerals which processes any Minerals to the final product stage before sale or other disposition by or for the account of the Owner;

“Property” means the exploration and prospecting permits listed in Schedule A and any exploration and prospecting permits purchased, acquired or otherwise obtained by the Owner or any of its affiliates, wholly or partially within 30 kilometres from the outer boundaries of any part of the Property as they exist on the date of this Agreement, as set out in Schedule B and includes any extension, renewal, replacement, conversion or substitution of any such exploration and prospecting permits or resulting exploration and prospecting permits;

“refined metal” means gold, silver, lead, copper, zinc, platinum group or other marketable metals produced from Minerals and refined to standards meeting or exceeding commercial standards for the sale of such as refined metals;

“Royalty” has the meaning given to it in Section 2; and

“Royalty Purchase Price” has the meaning given to it in Section 15.

Certain Rules of Interpretation

Currency. Unless otherwise specified, all references to money amounts are to lawful currency of the United States of America. If the Owner of any of its affiliates receives payment for the sale of Minerals in a currency other than U.S. Dollars, then such payments shall be converted into U.S. Dollars on the date of receipt of such payment using the United States Federal Reserve Board exchange rate for such other currency on such day.

Accounting Principles. All calculations under this Agreement shall be made in accordance with GAAP, as the same may be in effect from time to time.

Governing Law. This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.

Headings. Headings of Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

Including. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.

No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Party or circumstances.

Time. Time is of the essence in the performance of the Parties’ respective obligations.

Payment of the Royalty shall be calculated and paid for each fiscal quarter of each calendar year during the term of this Agreement (each, a “quarter”) (i.e., each succeeding three month period of a calendar year, the first quarter commencing on January 1^st), commencing with the quarter (or the remainder of the quarter) in which the date of this Agreement falls. The Royalty for each quarter shall be paid by certified cheque, bank draft or wire transfer (in the sole and absolute discretion of the Holder) in United States dollars, on or before the day that is 30 days after the last day of each quarter. Any adjustment to the determination of any Royalty payment shall be made on the next scheduled Royalty payment. All such Royalty and adjustment payments shall be delivered to the Holder at the Place of Delivery, in such manner as specified in writing by the Holder.

At least 60 days prior to commencing any mining of the Property and concurrently with the release of any annual report by the Owner, the Owner shall deliver to the Holder a reasonably detailed and reasoned estimate specific to the Property of the proven and probable reserves of Minerals on, in or under the Property.

At the time each Royalty payment is paid to the Holder, the Owner shall prepare and deliver to the Holder a statement setting out in reasonable detail the manner in which such Royalty payment was calculated, including (i) the quantities of Minerals sold or otherwise disposed of by the Owner with respect to such quarter or the amount of Minerals produced and credited to the account of the Owner for such quarter, as the case may be, (ii) the quantities of Minerals to which such Royalty payment is applicable, (iii) the calculation of the applicable Net Smelter Returns, (iv) the Calculation Price for the applicable Minerals, (v) the calculation of Interest accrued on such Royalty payment, if any, (vi) in the event of any commingling as contemplated in Section 7, a detailed summary of the determination by the Owner of the quantity of Minerals commingled in accordance with Section 7 and subject to the Royalty, and (vii) in the case of any Minerals in the form of ores mined and stockpiled but not sold or processed by the Owner during the previous quarter, the tonnage and location of such Minerals so stockpiled.

Notwithstanding any other provision in this Agreement, the Owner shall not be obligated to make any Royalty payment before the Owner has received possession of or been credited with Minerals, or been credited with the sale or other disposition of Minerals (but, for the avoidance of doubt, shall be obligated to make such payment upon being credited with the sale or other disposition of Minerals, whether the Owner is in receipt of payment or not).

The Holder may object in writing to any statement or Royalty payment amount within 12 months of the receipt by the Holder of the relevant statement in respect of such Royalty payment. If it is determined by written agreement of the Parties or by arbitration that any Royalty payment has not been properly paid in full as provided in this Agreement, the Owner shall pay interest on the delinquent payment at a rate per annum of Prime plus 5% per annum (“Interest”), commencing on the date on which such delinquent payment was properly due and continuing until the date on which the Holder receives payment in full of such delinquent payment and all accrued interest on such delinquent payment. For the purposes of this Section 5(e), Prime shall be determined as of the date on which such delinquent payment was properly due.

If it is determined by agreement of the Parties or by arbitration that any Royalty payment was overpaid, the Owner shall be entitled to offset such amount against the next Royalty payment.

All Royalty payments, including Interest, if any, will be made subject to withholding or deduction in respect of the Royalty for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied on such Royalty payment by or on behalf of any Governmental Authority having power and jurisdiction to tax and for which the Owner is obligated in law to withhold or deduct and remit to such Governmental Authority. The Owner shall set out in the statement referred to in Section 5(c) any amount so withheld.

All Royalty payments shall be made without deduction or set off for costs of production, milling, smelting, processing, transportation, taxes or other expenses whatsoever, except as provided in this Agreement.

All tailings, waste rock or other waste products resulting from the mining, milling or other processing of ores derived from the Property from and after the date of this Agreement shall be the sole and exclusive property and responsibility of the Owner, but shall be subject to the Royalty and the terms of this Agreement, including the provisions in respect of commingling, if such tailings, waste rock or other waste products are processed in the future resulting in the production of Minerals from such tailings, waste rock or other waste products.

The Owner shall be entitled to commingle Minerals from the Property and from any other properties owned or leased by the Owner, during the stockpiling, milling (concentrating), smelting, refining, minting or further processing of Minerals produced from the Property, but, for the avoidance of doubt, not at any time prior to or during the mining phase of production.

Before any Minerals are commingled with ores or minerals from any other properties, including stockpiling, the Minerals shall be measured and sampled in accordance with sound mining and metallurgical practices for moisture, metal, and other appropriate content. Representative samples of the Minerals shall be retained by the Owner and assays (including penalty substances) and other appropriate analyses of these samples shall be made before commingling to determine metal, mineral, water and other appropriate content of the Minerals. From this information, the Owner shall determine the quantity of the Minerals subject to the Royalty, notwithstanding that the Minerals have been commingled with ores or minerals from other properties. Twelve months after the anniversary of the expiration of the period for objections described in Section 5(e) above, the Owner may dispose of the materials and data required to be produced and kept by this Section 7.

The Owner shall keep true, complete and accurate books and records of all of its operations and activities with respect to the Property, including the mining of Minerals from the Property and the mining, treatment, processing, refining and transportation of Minerals, prepared in accordance with GAAP. Subject to complying with the confidentiality provisions in Section 12, the Holder and/or its authorized representatives shall be entitled, upon delivery of three Business Days advance notice, and during the normal business hours of the Owner, to perform audits or other reviews and examinations of the Owner’s books and records relevant to the calculation and payment of the Royalty pursuant to this Agreement no more than once per calendar year to confirm compliance with the terms of this Agreement, including calculations of Net Smelter Returns. Without limiting the generality of the foregoing, the Holder shall have the right to audit all invoices and other records relating to the transportation of Minerals from the Property to any mill, refinery or other Processor at which Minerals from the Property may be milled, smelted, concentrated, refined or otherwise treated or processed, and relating to the transportation of Minerals in the form of concentrates, doré, slag or other waste products from any mill at which Minerals from the Property may be milled, to a Processor. The Holder shall diligently complete any audit or other examination permitted under this Section 10. All expenses of any audit or other examination permitted under this Section 10 shall be paid by the Holder, unless the results of such audit or other examination permitted under this Agreement disclose a deficiency in respect of any Royalty payments paid to the Holder in respect of the period being audited or examined in an amount greater than 5% of the amount of the Royalty properly payable with respect to such period, in which event all expenses of such audit or other examination shall be paid by the Owner.

In performing such audit, the Holder and/or its agents shall have reasonable access to all sampling, assay, weighing, and production records, including all mining, stockpile and milling records of the Owner relating to the Property and any Minerals derived from the Property (and the Holder shall be allowed to make notes or photocopies), all of which such records shall be kept and retained by the Owner or operator of the Property in accordance with sound mining and metallurgical practices for the period of retention set out in Section 7.

Subject to Section 18, no Party shall, without the express written consent of the other Party, which consent shall not be unreasonably withheld or delayed, disclose any non-public information in respect of the terms of this Agreement or otherwise received under or in conjunction with this Agreement and, in the case of the Holder, concerning Minerals and operations on the Property or any other properties owned or leased by the Owner, other than to its employees, agents and/or consultants for purposes related to the administration, or assignment by the Holder, of this Agreement and no party shall issue any press releases concerning the terms of this Agreement or, in the case of the Holder, in respect of the operations of the Owner, without the consent of the other Party after such Party having first reviewed the terms of such press release. Each Party agrees to reveal such information only to its employees, agents and/or consultants who need to know, who are informed of the confidential nature of the information and who agree to be bound by the terms of this Section 12.

The Parties may disclose data or information obtained under or in conjunction with this Agreement and otherwise prohibited from disclosure by this Section 12 after providing the other parties with a copy of the proposed disclosure and if the other Party does not object, acting reasonably, to such disclosure by notice in writing to such party within 48 hours after receipt of such copy:

to any third Person to whom such party in good faith anticipates selling or assigning its interest under this Agreement;

to a prospective lender to such Party; or

to a prospective equity financier or investor of such Party,

The Parties may disclose data or information obtained under this Agreement if required to do so for compliance with applicable laws, rules, regulations or orders of a Governmental Authoroty or stock exchange having jurisdiction over such Party; provided, however, that such Party shall disclose only such data or information as, in the opinion of its counsel, is required to be disclosed and provided further that it will provide the other Party with a copy of the proposed disclosure and the other Party shall be given the right to review and object to the data or information to be disclosed within 48 hours of its receipt of such copy prior to any release, and any such release will be subject to any reasonable objections or changes proposed by the other Party.

Conduct of Operations

Subject to Sections 13(b) and (c), all decisions concerning methods, the extent, times, procedures and techniques of any (i) exploration, development and mining related to the Property, (ii) leaching, milling, processing or extraction treatment, if any, and (iii) materials to be introduced on or to the Property or produced from the Property, shall be made by the Owner in its sole and absolute discretion and all decisions concerning the sale or other disposition of Minerals (including, without limitation, decisions as to buyers, times of sales, whether to store or stockpile Minerals for a reasonable length of time) from the Property shall be made by the Owner, acting reasonably and in accordance with good mining and engineering practices.

The Owner shall not be required to mine Minerals but shall process any Minerals that it mines from the Property as expeditiously as possible. The Owner shall not be responsible for or obliged to make any Royalty payments for Minerals or Mineral value lost in any mining or processing of the Minerals conducted in accordance with accepted mining practices.

The Owner shall use its reasonable commercial efforts to sell all Minerals at the highest possible prices it is able to negotiate.

any purchaser, transferee, lessee or assignee of the Property or this Agreement agrees in advance in writing in favour of the Holder to be bound by the terms of this Agreement, including this Section 17 and the indemnity set out in Section 20;

any purchaser, transferee, lessee or assignee of this Agreement has simultaneously acquired the Owner’s right, title and interest in and to the Property;

any mortgagee, chargee, lessee, assignee or encumbrancer of the Property or this Agreement agrees in advance in writing in favour of the Holder to be bound by and subject to the terms of this Agreement if it takes possession of or forecloses on all or part of the Property and acknowledges that the Holder shall be entitled to receive the Royalty payments to which it is entitled under this Agreement in priority to any payments to such mortgagee, chargee, lessee, assignee or encumbrancer and undertakes to obtain an agreement in writing in favour of the Holder from any subsequent purchaser, lessee, assignee or transferee of such mortgagee, chargeholder, lessee or encumbrancer that such subsequent purchaser, lessee, assignee or transferee will be bound by the terms of this Agreement, including this Section 17; and

any royalty or other similar interest in or to the Property or in and to any Minerals granted by the Owner after the date of this Agreement shall contain a term to the effect that no payment, in cash or in product in kind, shall be made until the Royalty granted under this Agreement has been paid in full for the relevant time period.

Representations and Warranties; Indemnity

The Owner hereby represents and warrants that it has the corporate power, capacity and authority to grant the Royalty to the Holder and such grant and the execution and delivery of this Agreement by the Owner has been duly authorized by all required corporate action of the Owner and this Agreement represents a valid and binding obligation of the Owner duly enforceable against it by the Holder.

It is acknowledged that the Holder has no involvement in the carrying out of work related to or conducted on, in or under the Property or in any decisions related to the Property or any work related to or conducted on, in or under the Property from and after the date of this Agreement, all such matters being in the sole control of the Owner. The Owner hereby indemnifies and saves harmless the Holder and its respective affiliates and their respective directors, officers, shareholders and employees from and against any and all costs, expenses, (including reasonable fees and expenses of legal counsel), damages, obligations, penalties, claims, orders or directives or other liability of any nature whatsoever (“Claims”) incurred in respect of or arising out of the Property or the title to the Property or ownership of the Property, or any work, operation, activities or event on the Property conducted or arising from and after the date of this Agreement by virtue or by reason of the status of the Holder as a royalty holder.

General Provisions

Further Assurances. Each of the Owner and the Holder will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further documents and instruments and do all acts and things as may be reasonably required to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

Relationship of the Parties. Nothing in this Agreement shall be construed to create, expressly or by implication, a joint venture, partnership, commercial partnership, or other partnership relationship between the Owner and the Holder.

Assignment. Any assignment, transfer, conveyance, mortgage, pledge or charge or lease or purported assignment, transfer, conveyance, mortgage, pledge or charge or lease of any interest in the Property by the Owner, or in, to or arising under this Agreement by the Owner or the Holder, which does not comply with the terms of this Agreement shall be null and void and of no force or effect whatsoever. Notwithstanding any other provision in this Agreement, including the provisions of Section 17, the Owner shall remain liable for all covenants, obligations, representations and warranties and indemnities of the Owner contained in this Agreement, despite any assignment, transfer, conveyance, mortgage, pledge, charge or lease of any interest in the Property by the Owner, or in, to or arising under this Agreement, to any affiliate of the Owner, until such time as the affiliate is released pursuant to Section 17.

Amendment. No amendment to this Agreement may be made unless agreed to by the Parties in writing.

Notices. Any notice, consent or approval required or permitted to be given in connection with this Agreement (“Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile or email:

if to the Owner or the Parent:

Suite 1830

1030 West Georgia Street

Vancouver, British Columbia V6E 2Y3

Attention:           Amir Adnani

Fax No.:               604 ###-###-####

Email:                    ***@***

if to the Holder:

Suite 1400 400 Burrard Street

Vancouver, British Columbia V6C 3A6

Attention:           Nolan Watson

Fax No.:               604 ###-###-####

Email:                    ***@***

Counterparts and Delivery. This Agreement may be executed in counterparts, each of which will be deemed to be an original and both of which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Agreement by a Party by facsimile or by PDF via electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such Party.