This Alliance Agreement (this " Agreement ") is dated and effective this 18th day of January, 2005 (the " Effective Date ") by and between Newmont Overseas Exploration Limited, a Delaware corporation (" Newmont ") and Solitario Resources Corporation, a Colorado corporation (" Solitario "). Newmont and Solitario sometimes are referred to in this Agreement collectively as the " Parties ," and each individually as a " Party ."

          A.     Solitario and Newmont wish to cooperate in a regional generative program to identify and explore potential mining projects in South America.

          B.     Newmont owns certain data and geologic information that may be useful in evaluating such projects, and is willing to share such data and information in return for the grant by Solitario to Newmont of certain rights with respect to the minerals that are subject to such projects.

          C.     Solitario and Newmont Mining Corporation of Canada Limited, a Canadian corporation (" Newmont Canada ") have entered into the Stock Purchase Agreement dated as of the Effective Date (the " Investment Agreement "), pursuant to which Solitario has sold and issued to Newmont Canada 2,700,000 shares of Solitario's common stock for the sum of Cdn$4,590,000 (the " Investment Proceeds ").

          Accordingly, in consideration of the mutual covenants contained in this Agreement, and other valuable consideration the receipt of which is hereby acknowledged by the parties, Newmont and Solitario agree as follows.

1.           Defined Terms . As used in this Agreement, the following capitalized terms, whether in singular or plural forms, have the following meanings:
          " Affiliate " of any Party means any natural person or entity, whether incorporated or unincorporated, controlling, controlled by, or under common control with such Party, with "control" for such purposes meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through direct or indirect ownership of at least twenty-five percent of the voting securities, voting interests, or other equity interest of such entity, by contract or otherwise.

          " Alliance Projects " means those properties described on Exhibit A to this Agreement, as Exhibit A may be amended from time to time by the written agreement of Newmont and Solitario.

          " Alliance Property " has the meaning given in Section 5.

          " Exploration Expenditures " means all expenses incurred toward ascertaining the existence, location, quantity, quality, or commercial value of mineral deposits in, under, upon or which may be produced from Alliance Projects computed in accordance with generally accepted accounting principles consistently applied, including, without limiting the generality of the foregoing, the following: (i) actual salaries, benefit and fringe costs and wages whether or not required by law of employees or contractors assigned to and actually performing exploration and related activities within or benefiting Alliance Projects (employees and contractors may include geologists, geophysicists, engineers, surveyors, engineering assistants, technicians, draftsmen, engineering clerks and other personnel performing technical services connected with such exploration); (ii) monies expended associated with aerial flights; (iii) monies expended associated with drilling, site preparation and road construction; (iv) monies expended for the use of machinery, vehicles, equipment and supplies required for exploration; provided, however , if Solitario or a Solitario Affiliate uses equipment owned by it, charges shall be no greater than the terms available for third parties in the vicinity of the Alliance Project; (v) monies expended for reasonable travel expenses and transportation of employees and contractors, materials, equipment, supplies and technical, legal or land information from the government or third parties necessary for the conduct of exploration; (vi) any other payments to contractors for work on exploration; (vii) monies expended for metallurgical and engineering work; geophysical, geochemical and geological surveys and assays and other costs incurred to determine the quality and quantity of minerals within Alliance Projects; (viii) monies expended to obtain permits, rights-of-ways and other similar rights as may be required or necessary in connection with exploration regarding Alliance Projects; (ix) monies expended in preparation and acquisition of environmental permits necessary to commence, carry out or complete exploration, and otherwise spent on or accrued for activities required for environmental compliance; (x) monies expended in performing pre-feasibility and feasibility studies to evaluate the economic feasibility of mining on Alliance Projects, including expenditures for metallurgical test work, preliminary design work and hydrology studies; (xi) monies expended for taxes levied against Alliance Projects and the cost of any insurance premiums, performance bonds or other forms of sureties required by the terms of this Agreement or any law; (xii) monies expended in order to maintain the validity of Alliance Projects, including the payment of all government fees; (xiii) a management fee to Solitario, in lieu of administrative costs, equal to 5% of all other Exploration Expenditures; and (xiv) monies expended for acquiring claims or real property either through the payment of claim fees to the government or lease acquisition costs from third parties, including monies expended curing any title defects or encumbrances pertaining to the Properties.

          " Investment Proceeds " has the meaning given in the Recitals.

          " JV Option ," with respect to each Alliance Property, has the meaning given in the Royalty Deed relating to that Alliance Property.

          " Newmont Data " means hard copy and electronic geological and geophysical data that is in Newmont's possession and derives from mineral exploration activities, relating to Alliance Projects.

          " Permitted Encumbrances " means, with respect to any Alliance Property, all liens, rights-of-ways, covenants, leases, charges and encumbrances, whether or not monetary in nature, which: (i) existed on or before the acquisition of such Alliance Property; (ii) were required to be granted to governmental authority or a third party property owner as part of the acquisition thereof; (iii) are approved by Solitario and Newmont; or (iv) are held by or in favor of Newmont or a Newmont Affiliate.

          " Royalty Deed " has the meaning given in Section 5.

          " Technical Committee " has the meaning given in Section 3.

          " Venture Agreement " means a Joint Venture Agreement in the form attached as Exhibit C , into which Newmont and Solitario, or their respective assigns, enter upon the exercise by Newmont or its assignee of the JV Option with respect to any Alliance Property.

2.           Solitario Work Commitment; Expenditure of Investment Proceeds .
          (a)     Within four years following the Effective Date (subject to extension as provided in Section 2(b), the " Exploration Expenditure Period "), Solitario shall expend an amount equal to the Investment Proceeds in Exploration Expenditures incurred with respect to the following (" Qualified Exploration Expenditures "): (i) Alliance Projects; and (ii) Alliance Properties, if any, excluding any Alliance Property with respect to which Newmont's JV Option has terminated or expired without exercise by Newmont, such exclusion being effective from the effective date of such termination or expiration. For purposes of determining the amount of Qualified Exploration Expenditures, the U.S. dollar equivalent of the Investment Proceeds shall be deemed to be $3,775,734.

          (b)     If Solitario does not expend an amount equal to the Investment Proceeds in Qualified Exploration Expenditures during the Exploration Expenditure Period, Newmont may at its option, exercisable by written notice to Solitario given within 60 business days following the end of the Exploration Expenditure Period, extend the Exploration Expenditure Period for such additional period of time as is necessary to enable Solitario to expend all of the Investment Proceeds in Qualified Exploration Expenditures (an " Extension Election "). If Newmont makes an Extension Election, it also may elect at any time thereafter to become manager of the Technical Committee (the " Management Election "). If Newmont makes the Management Election, it shall be entitled to direct all future Qualified Exploration Expenditures, the costs of which shall be funded solely by Solitario through monthly cash calls, until the date (the " Newmont Management End-Date ") that is the earlier of (i) the first date on which an amount equal to the Investment Proceeds in Qualified Exploration Expenditures has been expended, and (ii) the date that is three years after the date of the Management Election. If Newmont makes the Extension Election, the Exploration Expenditure Period shall end upon (i) the Newmont Management End-Date, if Newmont has made the Management Election, and (ii) otherwise, on the earliest date on which Solitario has expended Qualified Exploration Expenditures equal to the amount of the Investment Proceeds.

          (c)     If (i) Solitario does not expend an amount equal to the Investment Proceeds in Qualified Exploration Expenditures during the initial Exploration Expenditure Period and Newmont does not make an Extension Election, or (ii) Newmont makes the Management Election but the aggregate amount of Qualified Exploration Expenditures expended within three years following the date of the Management Election is not equal to the Investment Proceeds, then Solitario shall have no further obligation to incur Qualified Exploration Expenditures.

          (d)     Solitario shall provide Newmont with an accounting of the Qualified Exploration Expenditures separately from all other Solitario expenditures, stated in U.S. dollars. Within 30 days after the end of each full or partial calendar quarter during the Exploration Expenditure Period, and at such other times as Newmont reasonably requests, Solitario shall deliver to Newmont a report summarizing all activities conducted by or on behalf of Solitario pursuant to this Agreement and the dollar amount of any Qualified Exploration Expenditures made during such calendar quarter. Each such report shall include copies of all data, reports and analyses prepared by or on behalf of Solitario during such calendar quarter, relating to Alliance Projects and Alliance Properties. Upon reasonable advance notice, Solitario shall provide Newmont, at Newmont's sole risk and expense, access to and the right to inspect and copy all data, reports and analyses relating to Alliance Projects and Alliance Properties, as well as the right to inspect the Alliance Projects and Alliance Properties in a manner that does not interfere unreasonably with Solitario's activities thereon.

3.           Technical Committee .
          (a)     During the Exploration Expenditure Period, the Parties shall institute and maintain a technical committee (the " Technical Committee ") to discuss and evaluate concepts, ideas and available data on the Alliance Projects and Alliance Properties, and to oversee and manage Qualified Exploration Expenditures. The Technical Committee shall be comprised of an equal number of members designated by each of Newmont and Solitario, and shall meet quarterly or otherwise as agreed by the Parties. Until Newmont makes the Management Election, Solitario shall be the manager of the Technical Committee. The manager of the Technical Committee shall hold the final decision on whether to acquire any Alliance Property and the places and manner in which Qualified Exploration Expenditures are made.

          (b)     Newmont shall make available to the Technical Committee the reasonable use of its exploration technology, including proprietary BLEG geochemistry, geophysical expertise (including as available NEWTEM geophysics) and support and satellite imagery, at Newmont's actual cost and subject to adequate restrictions to protect Newmont's proprietary ownership of such technology, under terms of mutually-acceptable service agreements.

4.           Use of Newmont Data .
          (a)     During the Exploration Expenditure Period, Solitario shall have the right, without charge and upon reasonable advance notice, to review the Newmont Data at Newmont's offices at Calle 41 No. 894 San Isidro-Lima 27, Lima, Peru, during regular business hours, or at other mutually acceptable locations and times. Solitario may obtain copies of any document included in the Newmont Data that is then subject to review, provided that it pays the cost of copying such Newmont Data. Solitario shall return to Newmont all copies of the Newmont Data made by or on behalf of Solitario within 90 days following the expiration of the Exploration Expenditure Period, except for Newmont Data that directly pertains to any Alliance Property. In the case of Newmont Data that directly pertains to any given Alliance Property, Solitario shall return all copies of such Newmont Data to Newmont upon the earlier of (i) abandonment by Solitario of such Alliance Property; or (ii) acquisition by Newmont of such Alliance Property.

          (b)     Newmont makes no representations or warranties with respect to the accuracy, completeness or suitability of the Newmont Data for any purpose, and shall have no liability or obligation for any incompleteness, inaccuracy or unsuitability thereof.

          (c)     All Newmont Data, including any copies thereof, shall remain the sole property of Newmont. This Agreement does not prevent Newmont from using the Newmont Data in any manner it sees fit or from entering into any other agreements with any third parties concerning the Newmont Data or use thereof.

          (d)     Solitario shall use Newmont Data solely for purposes of this Agreement, and shall keep the Newmont Data confidential in accordance with Section 8 below.

5.           Alliance Property Acquisitions and Abandonment .
          (a)      Acquisitions by Solitario . If Solitario or any of its Affiliates acquires any property interest within the boundaries of any Alliance Project during the Exploration Expenditure Period or within the two years following the expiration of the Exploration Expenditure Period (each such acquired interest, an " Alliance Property "), Solitario (i) immediately shall notify Newmont in writing of such acquisition, describing the Alliance Property acquired; (ii) within thirty days following the date on which such acquisition is consummated, shall execute and deliver (or cause such Solitario Affiliate to execute and deliver) to Newmont, or a Newmont Affiliate designated by Newmont, a Royalty Deed in the form of attached Exhibit B covering such Alliance Property (each a " Royalty Deed "); and (iii) promptly shall execute and deliver to (or cause such Solitario Affiliate to execute and deliver) to Newmont, or a Newmont Affiliate designated by Newmont, such additional documents as are requested by Newmont to document and record in the appropriate real property records, as a valid, perfected interest, the rights, titles and interests of Newmont under the Royalty Deed.

          (b)      Acquisitions by Newmont . Nothing in this Agreement shall prohibit Newmont or any of its Affiliates from acquiring any property interest, whether lying within Alliance Projects or otherwise, and regardless of whether acquired directly or indirectly by Newmont or its Affiliates. However, if Newmont or an Affiliate of Newmont acquires a property interest within the boundaries of any Alliance Project during the Exploration Expenditure Period or within six months following the end of the Exploration Expenditure Period, and if Newmont or such Affiliate based its decision to make such acquisition substantially upon data generated by Solitario and provided by Solitario to Newmont or such Affiliate (each such property, a " Newmont Acquired Property "), Newmont promptly shall, or shall cause its Affiliate to, advise Solitario in writing of its acquisition of such Newmont Acquired Property and offer to sell all of its rights, titles and interests therein to Solitario (without warranty except as to the lack of encumbrances created by, through or under Newmont or its Affiliates), at Newmont's actual cost, as an Alliance Property. Notwithstanding the foregoing, a Newmont Acquired Property shall not include, and neither Newmont nor any Newmont Affiliate shall have any obligation to Solitario with respect to, any property interest within the boundaries of any Alliance Property that is acquired by Newmont or any of its Affiliates (i) from a third party who offers such property interest to Newmont or its Affiliate, unsolicited by Newmont or its Affiliate; or (ii) as a result of corporate acquisition, merger, amalgamation, consolidation, reorganization, or similar transaction.

          (c)      Abandonment . Solitario shall not abandon all or any portion of any Alliance Property without first notifying Newmont in writing of such intent and providing Newmont with all factual data on such Alliance Property that has not previously been provided to Newmont (an " Abandonment Notice "). Newmont shall have 30 days after receiving the Abandonment Notice from Solitario to elect, by written notice to Solitario, to have Solitario convey the subject Alliance Property to Newmont (or a Newmont Affiliate designated by Newmont), free and clear of any encumbrances, other than Permitted Encumbrances. Solitario shall complete such conveyance within 30 days following of Newmont's written notice, and Newmont shall pay any transfer or recording fees or taxes, and any similar charges payable to governmental entities, required to effect such transfer. If Newmont elects not to acquire the subject Alliance Property, or fails to respond to Solitario within the 30 day period provided above, Solitario shall be free to abandon such Alliance Property. In the event Newmont elects to acquire an Alliance Property, Solitario shall transfer such Alliance Property to Newmont, free and clear of all liens and encumbrances other than Permitted Encumbrances, and in good standing for at least 60 days following the effective date of transfer. Upon release or abandonment, or transfer to Newmont of any Alliance Property, Solitario shall be obligated to reclaim any disturbance caused by or resulting from its activities on such Alliance Property, to the extent required by applicable statutory and regulatory requirements, unless Newmont advises Solitario in writing that Newmont desires to further utilize such disturbance or a portion thereof for further exploration and assumes responsibility for performing such reclamation.

6.           Right of First Offer and Right of First Refusal .
          (a)     Solitario grants to Newmont a right of first offer (the " Right of First Offer ") on any property interest, other than Alliance Properties, that Solitario or any of its Affiliates acquires during the Exploration Expenditure Period in South America and located more than two kilometers from property owned or controlled by Solitario as of the Effective Date (each a " Solitario Acquired Property "), as follows: If following the Effective Date but prior to the second anniversary of the last day of the Exploration Expenditure Period Solitario or any of its Affiliates intends to transfer all or any part of its interest in a Solitario Acquired Property (each an " Offered Property "), Solitario promptly shall deliver to Newmont a notice (each a " ROFO Notice ") specifically identifying the Offered Property and stating the price and all other pertinent terms and conditions of the intended transfer that Solitario is willing to accept. Solitario shall include with each ROFO Notice all data in the possession or control of Solitario or its Affiliates that pertain to the Offered Property and have not previously been provided to Newmont. Newmont shall have a period of 30 days from the date a ROFO Notice is delivered to notify Solitario, by written notice, whether it elects to acquire (or have a Newmont Affiliate designated by Newmont acquire) the Offered Property on the terms stated in the ROFO Notice. If Newmont does elect within such 30-day period to acquire (or have a Newmont Affiliate acquire) the Offered Property, closing of such acquisition shall occur within 30 days after the date on which Newmont delivers such notice to Solitario. If Newmont fails to provide Solitario with notice of its election to acquire (or have a Newmont Affiliate acquire) the Offered Property within such 30-day period, such failure shall be deemed to be an election, as of the end of such 30-day period, to not acquire (or have a Newmont Affiliate acquire) the Offered Property.

          (b)     If Newmont elects not to acquire (and not to have any Newmont Affiliate acquire) any Offered Property under Section 6(a), Solitario may, within 18 months following the date on which Newmont elects not to acquire (and not to have any Newmont Affiliate acquire) such Offered Property, sell the Offered Property to a third party at a price and on other terms that are at least as favorable to Solitario as those stated in the ROFO Notice. The basis on which the relative favorability of the values of the terms contained in Solitario's ROFO Notice to Newmont and those of a subsequent accepted sale to a third party, if Newmont elected not to accept Solitario's Offered Property under the terms contained in the ROFO Notice, is determined shall be the valuation model on Exhibit D (the " Valuation Model "). If at any time Solitario or its Affiliate intends to transfer the Offered Property during such 18-month period to a third party at a price and on terms that are less favorable to Solitario than those set forth in the ROFO Notice (each such Offered Property, a " Re-Offered Property "), it shall promptly give Newmont a written notice stating the price and all other pertinent terms and conditions of the intended transfer (a " ROFR Notice "), accompanied by a copy of the offer or contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the ROFR Notice shall describe such consideration and a calculation of the monetary equivalent utilizing the Valuation Model. Newmont shall have 30 days from the date the ROFR Notice is delivered to notify Solitario whether it elects to acquire (or have a Newmont Affiliate designated by Newmont acquire) the Re-Offered Property at the same price and on the same terms as set forth in the ROFR Notice or, if the ROFR Notice provides for any consideration that Newmont is not capable of providing, the monetary equivalent calculated using the Valuation Model (the " Right of First Refusal "). If Newmont does elect to acquire (or have Newmont Affiliate acquire) the Re-Offered Property pursuant to the Right of First Refusal, closing of such purchase shall occur within 30 days after notice of such election is delivered to Solitario. If Newmont fails to provide Solitario with notice of its election to acquire (or have a Newmont Affiliate acquire) the Re-Offered Property pursuant to the Right of First Refusal within such 30-day period, such failure shall be deemed to be an election, as of the end of such 30-day period, not to acquire (and not to have any Newmont Affiliate acquire) the Re-Offered Property. If Newmont elects to not acquire (or have a Newmont Affiliate acquire) the Re-Offered Property pursuant to the Right of First Refusal, Solitario shall have a period of 90 days following the date of Newmont's election not to do so to complete the transfer of the Re-Offered Property in a bona fide transaction to the third party at a price and on terms identified in the ROFR Notice and accompanying materials. If Solitario fails to consummate such a transfer within such 90-day period, Newmont's Right of First Refusal in such Re-Offered Property shall be reinstated for the remainder of the 18-month period, and any subsequent proposal to transfer such interest during such 18-month period shall be conducted in accordance with all of the procedures set forth in this Section 6(b).

          (c)     If Newmont elects not to acquire any Offered Property pursuant to its Right of First Offer under Section 6(a) and Solitario fails for any reason to consummate a sale of such Offered Property within the 18-month period described in Section 6(b), as permitted in that Section, such Offered Property again shall be subject to the Right of First Offer pursuant to Section 6(a).

          (d)     The obligations under this Section 6 shall be binding on Solitario, its successors and assigns (including Affiliates or successor by merger) but shall not apply to transfers of Solitario Acquired Property (i) to a wholly-owned subsidiary of Solitario, provided such Affiliate transferee enters into a written agreement, approved by Newmont, which approval shall not be unreasonably withheld, by which such transferee assumes all obligations of Solitario under this Agreement and, if any, the relevant Royalty Deed, as they relate to the transferred Solitario Acquired Property; (ii) resulting from corporate reorganizations, mergers or amalgamations, or sale of all or substantially all of the stock of Solitario, provided in each case that such transaction is not entered into in order to circumvent this Section 6; or (iii) resulting from any equity offering made by Solitario. Notwithstanding the forgoing, the rights of Newmont under this Section 6 shall terminate with respect to each Offered Property if Newmont does not elect to purchase such Offered Property under the terms of a ROFO Notice or ROFR Notice in accordance with Sections 6(a) or (b), respectively, and Solitario consummates a bona fide sale of such Offered Property to an unrelated third party in accordance with Sections 6(a) or (b), including but not limited to consummation thereof within the time periods provided.

7.           Reclamation and Indemnification .
          Except as is provided in the Venture Agreement with respect to any Alliance Property with respect to which Newmont has exercised its JV Option, Solitario i) shall be solely responsible for reclamation of all disturbance created by, or on behalf of, Solitario or its Affiliates on all Alliance Projects and Alliance Properties, and (ii) shall fully indemnify, defend, release and hold harmless Newmont, its Affiliates and successors, and their officers, directors, agents, and employees from and against all loss, costs, penalties, expense, damage and liability (including without limitation, loss due to injury or death, reasonable attorneys fees, expert fees and other expenses incurred in defending against litigation or administrative enforcement actions, either pending or threatened), arising out of or relating to any claim or cause of action relating in any way to conditions, operations or other activities, whether known or unknown, at, or in connection with its activities under this Agreement, including, but not limited to, any environmental conditions, regardless of whether such conditions were created before or after the date of this Agreement, which arise in whole or in part under any law, now existing or hereafter enacted, adopted or amended, including, without limitation, any statutory or common law governing liability to third parties for personal injury or property damage. This indemnity shall survive termination of this Agreement.

8.           Confidentiality .
          (a)     Each Party and its directors, officers, employees, consultants, agents, accountants, legal counsel, and financing sources (herein " Representatives ") and the Representatives of each Party's Affiliates shall not, without the prior written consent of the other Party, which shall not be unreasonably delayed or withheld, knowingly disclose to any third party data or information obtained pursuant to this Agreement (including, in the case of Solitario and its Affiliates, Newmont Data) which is not generally available to the public; provided , however , that either Party may disclose data or information without the other Party's consent: (a) if required for compliance with laws, rules, regulations, or orders of a governmental agency or stock exchange; (b) to any of the Parties' Representatives; (c) to a prospective lender, provided that such lender first signs a confidentiality agreement with the Party; or (d) to a third party to which a Party or its parent contemplates a transfer to, or a merger, amalgamation or other corporate reorganization with, provided that any such third party to whom disclosure is made has a legitimate business need to know the disclosed information and first agrees in writing to protect the confidential nature of such information to the same extent as the Parties under this Section 8.

          (b)     Before issuing any press release relating to this Agreement, the releasing party shall provide the other party 3 business days' advance written notice, with a copy of the proposed release. The releasing party shall make any reasonable changes to the proposed release requested by the other party.

          (c)     In the event a Party is required to disclose any Confidential Information to any federal, state or local government, any court, agency or department thereof, or any stock exchange or securities regulatory authority, the party so required shall immediately notify the other Party of such requirement, and the proposed form and content of the disclosure. To the extent legally permissible, such notice shall be delivered at least 3 business days prior to the date of the disclosure. The non-disclosing Party shall have the right to review and comment upon the form and content of the disclosure and to object to such disclosure to the entity seeking the information, and to seek confidential treatment of that information by the receiving entity.

9.           Dispute Resolution.
          Disputes of the Parties shall be resolved by binding arbitration in Denver, Colorado in English in accordance with the International Rules of the American Arbitration Association (the " Rules "). For a period of at least 60 days prior to submission of a matter to arbitration, an executive officer of Newmont and an executive officer of Solitario shall attempt to resolve the dispute, failing which either Party may refer the matter to arbitration by written notice to the other Party. For disputes involving amounts of US$2 million dollars or less, the Parties shall attempt, by mutual agreement, to nominate a sole arbitrator within 30 days from the date of the initiating Party's written notice to the other party. If the Parties cannot agree upon a sole arbitrator within such 30 day period, or in the case of disputes involving amounts of more than US$2 million dollars, the arbitration shall be carried out by a panel of three arbitrators with one arbitrator being selected by the initiating Party, one arbitrator being selected by the responding Party and the third arbitrator being selected by mutual agreement of such two arbitrators. If such two arbitrators cannot agree within 30 days upon the appointment of the third arbitrator, the third arbitrator shall be appointed by the AAA in accordance with the Rules. Moreover, if any Party shall fail to appoint an arbitrator within the specified time period, such arbitrator and the third arbitrator shall be appointed by the AAA in accordance with the Rules. Notwithstanding the foregoing, the arbitrator or arbitrators, as the case may be, shall be English speaking lawyers with at least ten year's experience with international mining joint venture transactions, trained in the common law tradition. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

10.           Force Majeure :
          If either Party is prevented from completing its obligations under this Agreement by a force majeure (the " Affected Obligation "), the Affected Obligation shall be suspended and such Party shall not be deemed in default or liable for damages or other remedies as a result thereof for so long as such Party is prevented from complying with the Affected Obligation by the force majeure. For purposes of this Section 10, "force majeure" shall mean any matter (whether foreseeable or unforeseeable) beyond a Party's reasonable control, including but not limited to: labor disputes, acts of God, laws, regulations, orders, proclamations, civil disorder, actual or threatened acts of war or terrorism, requests of any governmental authority, inability to obtain and maintain on reasonable terms required surface access, permits, licenses, or other authorizations; provided that the Party prevented from satisfying its obligation by a force majeure shall promptly notify the other Party in writing of the existence of any event of force majeure, and shall exercise diligence and reasonable efforts to remove or overcome the cause of such inability to undertake the Affected Obligation.

11.           General Provisions.
          (a)      Notice . All notices or other communications to either Party shall be in writing and shall be sufficiently given if (i) delivered in person, (ii) sent by electronic communication, with confirmation sent by registered or certified mail, return receipt requested, or (iii) sent by registered or certified mail, return receipt requested. Subject to the following sentence, all notices shall be effective and shall be deemed delivered (i) if by personal delivery, on the date of delivery, (ii) if by electronic communication, on the date of receipt of the electronic communication, and (iii) if by mail, on the date of delivery as shown on the actual receipt. If the date of such delivery or receipt is not a business day, the notice or other communication delivered or received shall be effective on the next business day ("business day" means a day, other than a Saturday, Sunday or statutory holiday observed by banks in the jurisdiction in which the intended recipient of a notice or other communication is situated.) A Party may change its address from time to time by notice to the other Party as indicated above.

All notices to Newmont shall be addressed to:

          Newmont Overseas Exploration Limited
          1700 Lincoln Street
          Denver, CO 80203
          Attn: Land Department
          Facsimile: (303) 837-5851
          With a copy to:
          Newmont Overseas Exploration Limited
          Calle 41 No. 894 San Isidro-Lima 27
          Lima, Peru
          Attn: Exploration Department
          Facsimile: 011-51-1-226-4343
All notices to Solitario shall be addressed to:

          Solitario Resources Corporation
          4251 Kipling Street, Suite 390
          Wheat Ridge, Colorado 80033
          Facsimile: (303) 534-1809
With a copy to:

          Minera Solitario Peru
          Calle Jacento Guerreo No. 109
          Esquina con A. Fray Luis de Leon
          San Borja, Lima, L-41 Peru
          Attn: Walter Hunt
          Facsimile:011 55 21 2246 6728

          (b)      Inurement . All covenants, conditions, indemnities, limitations, and provisions contained in this Agreement apply to, and are binding upon the Parties, their heirs, representatives, successors, and assigns.

          (c)      Implied Covenants . The only implied covenants in this Agreement are those of good faith and fair dealing.

          (d)      Waiver . No waiver of any provision of this Agreement, or waiver of any breach of this Agreement, shall be effective unless the waiver is in writing and is signed by the Party against whom the waiver is claimed. No waiver of any breach shall be deemed to be a waiver of any other subsequent breach.

          (e)      Modification . No modification, variation, or amendment of this Agreement shall be effective unless it is in writing and signed by both Parties.

          (f)      Entire Agreement . This Agreement, together with the Investment Agreement, sets forth the entire agreement of the Parties with respect to the transactions contemplated herein and supersedes any other agreement, representation, warranty, or undertaking, written or oral between the Parties.

          (g)      Further Assurances . Each of the Parties agrees that it shall take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.

          (h)      Attorneys' Fees . In any dispute between the Parties, or persons claiming under them resulting from, arising out of, or in connection with this Agreement, or the construction or enforcement thereof, the substantially prevailing Party or Parties shall be entitled to recover from the defaulting Party or Parties, all reasonable costs, expenses, attorneys' fees, expert fees, and other costs of suit incurred by it in connection with such litigation, including such costs, expenses and fees incurred prior to the commencement of the litigation, in connection with any appeals, and collecting any final judgment entered therein. If a Party or Parties substantially prevails on some aspects of such action, but not on others, the court may apportion any award of costs and attorneys' fees in such manner as it deems equitable.

          (i)      Construction . The section and paragraph headings contained in this Agreement are for convenience only, and shall not be used in the construction of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of any other provision of this Agreement.

          (j)      Currency . All references to dollars herein shall mean United States dollars unless otherwise noted.

          (k)      Assignment . Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which the other Party shall not unreasonably withhold.

          (l)      Governing Law . This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Colorado, U.S.A., without regard to that State's conflicts of laws provisions.

          (m)      Perpetuities . The Parties do not intend that there be any violation of the rule of perpetuities, the rule against unreasonable restraints or the alienation of property, or any similar rule. Accordingly, if any right or option to acquire any interest in Alliance Projects, Alliance Properties, Solitario Acquired Properties or Newmont Acquired Properties, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, such violation should inadvertently occur, the Parties hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Parties within the limits permissible under such rules.

          In witness whereof, the parties have executed this Agreement as of the date first above written.

EXHIBIT A
to
Alliance Agreement
dated January 18, 2005
between
Newmont Overseas Exploration Limited
and
Solitario Resources Corporation

Alliance Projects

See Attached

EXHIBIT B
to
Alliance Agreement
dated January 18, 2005
between
Newmont Overseas Exploration Limited
and
Solitario Resources Corporation

Land Department
Newmont Mining Corporation
1700 Lincoln, 28th Floor
Denver, Colorado 80203
Royalty Deed and Agreement

          This Royalty Deed and Agreement (this " Deed "), effective as of the18th day of January, 2005, is by and between Solitario Resources Corporation, a Colorado corporation, whose address is 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033 (" Grantor ") and [Newmont Overseas Exploration Limited , a Canadian corporation] or [Newmont Affiliate] , whose address is 1700 Lincoln Street, Denver, Colorado 80203 (" Newmont "). Newmont and Grantor sometimes are referred to collectively in this Deed as " Parties " and each individually as a " Party ."

          Whereas, pursuant to that Agreement dated January 18, 2005 between Grantor and [Newmont][Newmont Overseas Exploration Limited] (the " Agreement ") Grantor agreed to convey to Newmont a royalty deed covering certain property that Grantor acquires an interest in, including the property described on attached Exhibit A (the " Property ").

          Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Newmont agree as follows:

          1.      Royalty Grant . Subject to the terms and conditions set forth in this Grant, Grantor hereby grants to Newmont a royalty on production of gold, silver and other minerals from the Property, equal to the Applicable Percentage of Net Smelter Returns, on the following terms and conditions (the " Royalty "):

          (a)     Net Smelter Returns shall be calculated for each calendar quarter in which Net Smelter Returns are realized, and such Royalty payments as are due to Newmont shall be made within thirty days following the end of the calendar quarter in which the Net Smelter Returns are realized. Payment may be made by check sent to Newmont certified mail, return receipt requested, or by wire transfer to an account designated by Newmont. All payments shall be accompanied by a statement summarizing the computation of Net Smelter Returns and any deductions made by the Grantor.

          (b)     Royalty payments for each quarter shall be provisional and subject to adjustment at the end of Grantor's accounting year. If no written objection is made by Newmont to the correctness of a Royalty payment or its accompanying statement within one year from the date of such payment, such statement shall be conclusively deemed to be correct and such Royalty payment sufficient and complete, and no exception or claim for adjustment shall thereafter be permitted.

          (c)     " Net Smelter Returns ," in the case of gold and silver (" Precious Metals "), shall mean the amount determined by multiplying (i) the gross number of troy ounces of Precious Metals contained in the production by or for the account of Grantor from the Property (" Quarterly Production ") delivered to the smelter, refiner, processor, purchaser or other recipient of such production (collectively, " Payor ") during the applicable calendar quarter, by (ii) for gold, the arithmetic mean of the London Bullion Market, Afternoon Fix, spot prices for the applicable calendar quarter (the "Applicable Spot Price"), and (iii) for silver, the arithmetic mean of the New York Commodities Exchange final spot prices, for the applicable calendar quarter, and subtracting only the Deductions from the product of (i) and (ii), or of (i) and (iii), as applicable. " Net Smelter Returns ," in the case of all other minerals, shall mean the amount determined by multiplying (X) the gross amount of copper contained in the Quarterly Production delivered to the Payor during the applicable calendar quarter by (Y) the arithmetic mean of the New York Commodities Exchange final daily spot prices for the applicable calendar quarter, and subtracting from the product of (X) and (Y) only the Deductions. The amount determined pursuant to clauses (ii), (iii) or (Y) shall be determined in each case without regard to any hedging transactions, forward sales or similar transactions that Grantor or any affiliate of Grantor may have entered into.

          (d)     " Deductions " shall mean:

                    (i)     Custom smelting costs, treatment charges and penalties, including but not limited to metal losses, penalties for impurities and charges or deductions for refining, selling, and transportation from smelter to refinery and from refinery to market; provided, however, in the case of leaching operations, all processing and recovery costs incurred by the Grantor beyond the point at which the metal being treated becomes doré shall be considered as treatment charges (it being agreed and understood, however, that such processing and recovery costs shall not include the cost of mining, crushing, dump preparation, distribution of leach solutions or other mining and preparation costs up to the point at which the metal becomes doré ; and

                    (ii)     Cost of transporting mineral product from the concentrator to a smelter or other place of treatment; and

                    (iii)     Production royalties now or hereafter payable to any governmental authority; and

                    (iv)     Production taxes, severance taxes and sales, privilege and other taxes measured by production or the value of production, but excluding any taxes upon the net income of the Company from the Property or otherwise.

          (e)     " Applicable Percentage " shall mean:

                    (i)     for gold produced recovered by heap leach processing, two percent (2%);

                    (ii)     for gold recovered as doré in a non-flotation mill, one percent (1%);

                    (iii)     for gold recovered in a concentrate producing, copper-gold flotation mill, one-half of one percent (0.5%); and

                    (iv)     for all minerals other than gold, one percent (1%).

          2.      Development of Properties . Notwithstanding the granting of the Royalty, except as provided in the Agreement, Grantor has and shall have no obligation to explore or develop the Property, and Grantor shall have sole discretion to determine the extent of its work, if any, on the Property and the time or times for beginning, continuing or resuming any such work.

          3.      Commingled Ore . Grantor is entitled to commingle ore from the Property with ore from other properties, either before or after concentration or beneficiation, so long as the data needed to determine the weight and assay, both of the ore removed from the Property and of other ores to be commingled, are obtained by Grantor. Grantor shall use such weight and assay data to allocate the royalties from the commingled ore between the Property and other properties from which the other commingled ore was removed. Grantor shall perform such weight, assay and allocation calculations in a manner recognized by the mining industry as practical and sufficient.

          4.      Records and Audits . Grantor's records of all mining and milling operations on the Property, and its records with respect to commingling of production from the Property, shall be available for Newmont's or its authorized agents' inspection and/or audit upon reasonable advance notice and during normal business hours, but no more frequently than once each quarter. If any such audit or inspection reveals that Royalty payments for any calendar year (after giving effect to year-end adjustments described in the first sentence of Section 1(b) above) are underpaid by more than five percent, Grantor shall reimburse Grantee for its reasonable costs incurred in such audit or inspection. Grantee shall be entitled to enter the mine workings and structures on the Property at reasonable times upon reasonable advance notice for inspection thereof, but Grantee shall so enter at its own risk and shall indemnify and hold Grantor and its affiliates harmless against and from any and all loss, costs, damage, liability and expense (including but not limited to reasonable attorneys' fees and costs) by reason of injury to Grantee or its agents or representatives (including death) or damage to or destruction of any property of Grantee or its agents or representatives while on the Property on or in such mine workings and structures, unless such injury, damage, or destruction is a result of the sole negligence of Grantor.

          5.      New Resources or Reserves . If Grantor establishes a mineral resource or mineral reserve on any of the Property, Grantor shall provide to Newmont the amount of such resource or reserve as soon as practicable after Grantor makes a public declaration with respect to the establishment thereof.

          6.      Real Property Interest and Relinquishment of Property . The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases thereof. The Royalty shall be a real property interest that runs with the Property and shall be applicable to Grantor and its successors and assigns of the Property. If the Grantor surrenders or relinquishes any of the Property, but reacquires any such properties within a period of five years after the effective date of relinquishment or abandonment, such reacquired properties shall be included in the Property from and after the date of such reacquisition.

          7.      Compliance with Law . Grantor shall at all times comply with all applicable federal, state, and local laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies and guidelines relating to operations and activities on or with respect to the Property; provided , however , Grantor shall have the right to contest any of the same in good faith.

          8.      Stockpiling and Tailings . All tailings, residues, waste rock, spoiled leach materials, and other materials (collectively " Materials ") resulting from Grantor's operations and activities with respect to the Property shall be the sole property of Grantor, but shall remain subject to the Royalty (calculated and paid in accordance with the terms of this Deed) should the Materials be processed or reprocessed, as the case may be, in the future and result in the production, sale or other disposition of Precious Metals or Other Minerals. Notwithstanding the foregoing, Grantor shall have the right to dispose of any or all such Materials and to commingle the same with other minerals from other properties. In the event Materials from the Property are processed or reprocessed, as the case may be, and regardless of where such processing or reprocessing occurs, the Royalty payable thereon under this Deed shall be determined on a pro rata basis as determined by using the best engineering and technical practices then available.

          9.      Abandonment of Property . Grantor may, at any time, abandon all or any part of the Property, pursuant to the terms of this Section only. Prior to abandoning any such property, Grantor shall notify Newmont in writing of its intent to do so, which notice shall include all factual data relating to the Property not previously provided to Newmont. Newmont shall have 30 days from the date such notice is delivered to elect to have such property conveyed to it. Within 30 days of delivery of Newmont's written notice electing to receive such property, Grantor shall deliver to Newmont a quit claim deed or other conveyance instrument acceptable to Newmont conveying its entire interest in any such property free and clear of any encumbrances other than Permitted Encumbrances (as such term is defined in the Agreement). At the time of reconveyance of any property to Newmont, Grantor shall have satisfied all requirements to maintain such property in good standing through 90 days after the date of transfer to Newmont. If Newmont elects to not acquire such property, or fails to respond to Grantor within 30 days of delivery of Grantor's notice of abandonment, Grantor may abandon such property. Upon such conveyance to Newmont, Grantor shall reclaim all disturbance caused by its activities on such property to the extent required by applicable statutory and regulatory requirements, unless Newmont agrees in writing to assume such reclamation obligations. Nothing in this Section 9 shall limit Grantor's ability to sell or otherwise transfer its interest in the Property pursuant to Section 10 below.

          10.      Right of First Refusal .

          (a)     Except as otherwise provided in this Section 10 or in the Venture Agreement, if Grantor intends to transfer, directly or indirectly, all or any part of its interest, including but not limited to any royalty, in respect of the Property, Newmont shall have a right of first refusal as follows: Grantor shall promptly notify Newmont of its intentions to make such transfer. The notice shall state the price and all other pertinent terms and conditions of the intended transfer, and shall be accompanied by a copy of the offer or contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and a calculation of the monetary equivalent utilizing the Valuation Model (as that term is defined in the Agreement).

          (b)     Newmont shall have thirty (30) days from the date such notice is delivered to notify Grantor whether it elects to acquire (or have an Affiliate of Newmont acquire) the offered interest at the same price and on the same terms and conditions as set forth in the notice or, if the notice provides for any consideration that Newmont is not capable of providing, the monetary equivalent calculated using the Valuation Model. If Newmont does so elect, the transfer shall be consummated promptly, but in no event more than thirty (30) days, after notice of such election is delivered to Grantor.

          (c)     If Newmont fails to so elect within the period provided for in Section 10(b), Grantor shall have 90 days following the expiration of such period to consummate the transfer to a third party at a price and on terms no less favorable to Grantor than those set forth in the notice required in Section 10(a). If Grantor fails to consummate the transfer to a third party within such 90 day period, the right of first refusal of Newmont in such offered interest shall be deemed to be reinstated. Any subsequent proposal to transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 10.

          (d)     The foregoing provisions of this Section 10 shall not apply to:

                    (i)     the transfer by Grantor of all or any part of its interest to an " Affiliate " (as defined below) or pursuant to Section 11(b) and 11(c);

                    (ii)     incorporation of Grantor, or corporate consolidation or reorganization of Grantor by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of Grantor;

                    (iii)     corporate merger or amalgamation involving Grantor by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of Grantor; provided , however , that the value of the merging or amalgamating Grantor's interest in the assets of the surviving entity or amalgamated company, evidenced by its initial contribution and all subsequent contributions under approved programs and budgets, does not exceed 50% of the surviving entity's or amalgamated company's Net Worth (as defined below);

                    (iv)     the transfer of control of Grantor by its Affiliate to another Affiliate;

                    (v)     the creation of a Permitted Encumbrance or legal encumbrance by an Affiliate of Grantor affecting such Affiliate's control of the Grantor;

                    (vi)     a transfer of Grantor by its Affiliate to a third party, provided Grantor's interest in the assets of the transferee, as evidenced by its initial contribution and all subsequent contributions under approved programs and budgets, does not exceed 50% of the Net Worth of the transferring Affiliate, or does not exceed 50% of the Net Worth of Grantor.

For purposes hereof, the term " Net Worth " shall mean the remainder after total liabilities are deducted from total assets. In the case of a corporation, Net Worth includes both capital stock and surplus. In the case of a limited liability company, Net Worth includes member contributions. In the case of a partnership or sole proprietorship, Net Worth includes the original investment plus accumulated and reinvested profits.

For purposes hereof, the term " Affiliate " shall mean any natural person or entity, whether incorporated or unincorporated, controlling, controlled by, or under common control with Grantor, with "control" for such purposes meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through direct or indirect ownership of at least twenty-five percent of the voting securities, voting interests, or other equity interest of such entity, by contract or otherwise.

          11.      Joint Venture Option .

          (a)     Within 45 days following the earliest date on which Exploration Expenditures (defined below) incurred with respect to the Property after the date of this Deed total at least US$400,000 and include the performance of at least 1,200 meters of core drilling or 2,500 meters of reverse circulation drilling (or a proportionately equivalent combination of core and reverse circulation drilling), Grantor shall deliver to Newmont written notice thereof (an " Exploration Expenditures Notice "), which shall include an accounting of all Exploration Expenditures and all factual data relating to the Property not previously provided to Newmont.

          (b)     Newmont shall have the option (the " JV Option "), exercisable by written notice to Grantor (a " JV Election Notice ") given at any time during the period commencing on the date of Newmont's receipt of the Exploration Expenditures Notice and ending on the date that is 60 days following the date on which Grantor delivers to Newmont a Bankable Feasibility Study with respect to the Property (the " JV Option Period "), to enter into a joint venture with Grantor with respect to the Property. " Bankable Feasibility Study " means a feasibility study with respect to the development of the Property for mining that meets the criteria stated on attached Exhibit B .

          (c)     If at any time during the JV Option Period Newmont has not exercised the JV Option but Grantor and its Affiliates have incurred Exploration Expenditures with respect to the Property after the date of this Deed of at least US$700,000, including the performance at least 4,000 meters of core drilling or 8,000 meters of reverse circulation drilling (or a proportionately equivalent combination of core and reverse circulation drilling) on the Property, Grantor may at its option, by written notice to Newmont, require Newmont either to exercise or forfeit the JV Option. Such notice shall include all factual data relating to the Property not previously provided to Newmont and an accounting of all Exploration Expenditures with respect to the Property. If Newmont fails to exercise the JV Option within 60 days following its receipt of such notice, the JV Option shall terminate and be of no further force or effect.

          (d)     If Newmont exercises the JV Option, Newmont and Grantor shall, within 90 days of Newmont's delivery of the JV Election Notice, enter into a joint venture agreement in the form attached as Exhibit C to the Agreement (the " Venture Agreement "), covering (i) the Property, (ii) all Alliance Property (as defined in the Agreement) any portion of which is contiguous to the Property, and (iii) an area of interest extending 2 kilometers beyond all boundaries of (i) and (ii).

          (e)      If Newmont exercises the JV Option, or elects not to exercise the JV Option under the provisions of Section 11(c) , the Right of First Refusal provided in Section 10 and provisions for Confidentiality in Section 8 of the Agreement shall terminate, without affecting the Royalty or any other provision of this Deed.

          (f)     " Exploration Expenditures " means all expenses incurred toward ascertaining the existence, location, quantity, quality, or commercial value of mineral deposits in, under, upon or which may be produced from the Property computed in accordance with generally accepted accounting principles consistently applied, including, without limiting the generality of the foregoing, the following: (i) actual salaries, benefit and fringe costs and wages whether or not required by law of employees or contractors assigned to and actually performing exploration and related activities within or benefiting the Property (employees and contractors may include geologists, geophysicists, engineers, surveyors, engineering assistants, technicians, draftsmen, engineering clerks and other personnel performing technical services connected with such exploration); (ii) monies expended associated with aerial flights; (iii) monies expended associated with drilling, site preparation and road construction; (iv) monies expended for the use of machinery, vehicles, equipment and supplies required for exploration; provided, however , if Grantor uses equipment owned by it, charges shall be no greater than the terms available for third parties in the vicinity of the Property; (v) monies expended for reasonable travel expenses and transportation of employees and contractors, materials, equipment, supplies and technical, legal or land information from the government or third parties necessary for the conduct of exploration; (vi) any other payments to contractors for work on exploration; (vii) monies expended for metallurgical and engineering work; geophysical, geochemical and geological surveys and assays and other costs incurred to determine the quality and quantity of minerals within the Property; (viii) monies expended to obtain permits, rights-of-ways and other similar rights as may be required or necessary in connection with exploration regarding the Property; (ix) monies expended in preparation and acquisition of environmental permits necessary to commence, carry out or complete exploration, and otherwise spent on or accrued for activities required for environmental compliance; (x) monies expended in performing pre-feasibility and feasibility studies to evaluate the economic feasibility of mining on the Property, including expenditures for metallurgical test work, preliminary design work and hydrology studies; (xi) monies expended for taxes levied against the Property and the cost of any insurance premiums, performance bonds or other forms of sureties required by the terms of this Grant or any law; (xii) monies expended in order to maintain the validity of the Property, including the payment of all government fees, or to cure any title defects in or encumbrances on the Property; and (xiii) a management fee to Grantor, in lieu of administrative costs, equal to 5% of all other Exploration Expenditures.

          12.      General Provisions .

          (a)     The Parties promptly shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Deed.

          (b)     All covenants, conditions and terms of this Deed shall be of benefit to the parties and run as a covenant with the Property and shall bind and inure to the benefit of the Parties hereto and their respective assigns and successors.

          (c)     This Deed shall not be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship between the Parties.

          (d)     This Deed may not be modified orally, but only by written agreement executed by the Parties.

          (e)     Time is of the essence in this Deed.

          (f)     This Deed is to be governed by and construed under the laws of the State of Colorado, U.S.A.

          (g)     As used in this Deed, the term " Newmont " shall include all of Newmont's successors-in-interest, including without limitation assignees, partners, joint venture partners (other than Grantor), lessees, and when applicable mortgagees and affiliated companies having or claiming an interest in the Property. As used in this Deed, the term " Grantor " shall include all of Grantor's successors-in-interest, including without limitation assignees, partners, joint venture partners, lessees, and when applicable mortgagees and affiliated companies having or claiming an interest in the Property.

          (h)      Assignment of Property . Grantor may convey, transfer, assign, abandon or encumber all or any portion of its interest in the Property only in accordance with Sections 9 and 10 of this Deed, and provided that, other than with respect to Permitted Encumbrances, (i) in the event of any such conveyance, transfer or assignment, it shall first require the party or parties acquiring such interest to assume in a written agreement with Newmont the obligations of this Deed in respect of such interest, and thereupon it shall be relieved of all liability under this Deed as to such interest in the Property, except for liabilities existing on the date of such conveyance, transfer, or assignment; and (ii) in the event of the granting of any mortgage, charge, security interests, lien or other encumbrance (in each case a " Lien ") in any Property, the holder of such encumbrance (a " Lien Holder ") first acknowledges in writing that its rights in the Property are subject to the rights of Newmont under this Deed . A Lien Holder shall be free to convey, transfer and assign all or any portion of the Property subject to its Lien, provided that it shall require the party or parties acquiring such interest to assume in writing the obligations of this Deed in respect of such interest from and after the date of transfer and thereupon it shall be relieved of all liability under this Deed as to such interest in the Property. No such conveyance, transfer or assignment by a Lien Holder shall release the Grantor of any liabilities existing on the date of such conveyance, transfer or assignment

                    (i)     Any notice or other correspondence required or permitted hereunder shall be deemed to have been properly given or delivered when made in writing and hand delivered to the Party to whom directed, or when sent by United States certified mail, or electronic facsimile transmission, with all necessary postage or charges fully prepaid, return receipt requested (or in the case of a facsimile or telegram, confirmation of delivery), and addressed to the Party to whom directed at the following address:

                    Grantor:
                              Solitario Resources Corporation
                              4251 Kipling Street, Suite 390
                              Wheat Ridge, Colorado 80033
                              Facsimile: (303) 534-1809

                    With a copy to:
                              Minera Solitario Peru
                              Calle Jacento Guerreo No. 109
                              Esquina con A. Fray Luis de Leon
                              San Borja, Lima, L-41 Peru
                              Attn: Walter Hunt
                              Facsimile:011 511 223 0557

                    Newmont:
                              Newmont Overseas Exploration Limited
                              1700 Lincoln Street
                              Denver, Colorado 80203
                              Attn: Land Department
                              Facsimile: (303) 837-5851

                    With a copy to:
                              Newmont Overseas Exploration Limited
                              Calle 41 No. 894 San Isidro-Lima 27
                              Lima, Peru
                              Attn: Exploration Department
                              Facsimile: 011-51-1-226-4343
Either Party hereto may change its address for the purpose of notices or communications hereunder by furnishing notice thereof to the other Party in compliance with this Section.

          (j)      Perpetuities . The Parties do not intend that there be any violation of the rule of perpetuities, the rule against unreasonable restraints or the alienation of property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Property or in any real property exists under this Deed, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, such violation should inadvertently occur, the Parties hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Parties within the limits permissible under such rules.

          Wherefore, this Deed is executed and delivered effective on the day and year above written.

          This instrument was acknowledged before me on this ______ day of __________, 2005, by ___________________________, as ___________________________ of Solitario Resources Corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written.

          This instrument was acknowledged before me on this ______ day of __________, 2005, by ___________________________, as ___________________________ of Newmont Overseas Exploration Limited.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written.

                                                            __________________________________
                                                            Notary Public
                                                            My commission expires:______________

[S E A L]

EXHIBIT A
to
Royalty Deed and Agreement
Dated ________, 20__
between
Newmont Overseas Exploration Limited
and
Solitario Resources Corporation

The Property

[DESCRIBE SUBJECT PROPERTY]

EXHIBIT B
to
Royalty Deed and Agreement
Dated ___________, 20__
between
Newmont Overseas Exploration Limited
and
Solitario Resources Corporation

Bankable Feasibility Study Criteria

"Bankable Feasibility Study" means a detailed report that recommends the development of a mine and includes at least the following information:

1.          A description of the property to be covered by the proposed mine;
2.          The estimated recoverable reserves of minerals and the estimated composition and content thereof;
3.          The proposed procedure for development and mining production;
4.          Results of ore amenability tests (if any);
5.          The nature and extent of the mine facilities proposed to be acquired which may include mill facilities, if the size, extent and location of the ore body makes such mill faci lities feasible, in which event the report shall also include a preliminary design for such mill;
6.          The total costs, including capital budget, which are reasonably required to purchase, construct and install all structures, machinery and equipment required for the proposed mine, including a schedule of timing of such requirements;
7.          All environmental impact studies and costs;
8.          The period in which it is proposed that the property be brought into commercial production;
9.          Such other data and information as are reasonably necessary to substantiate the existence of a mineral deposit of sufficient size and grade to justify development of a mine, taking into account all relevant business, tax and other economic considerations; and
10.          Working capital requirements for the initial four months of operation of the property as a mine or such longer period as may be reasonably justified in the circumstances.

The Bankable Feasibility Study shall be in a form as is necessary to substantially meet the standards of North American financial institutions for the purpose of determining the advisability of providing project financing on a commercially competitive basis taking into consideration all relevant criteria deemed to be both normal and prudent for the mining industry at that time.

EXHIBIT C
to
Alliance Agreement
dated January 18, 2005
between
Newmont Overseas Exploration Limited
and
Solitario Resources Corporation

Form of Venture Agreement

See Form Attached

EXHIBIT D_
to
Alliance Agreement
dated January 18, 2005
between
Newmont Overseas Exploration Limited
and
Solitario Resources Corporation

Calculation of Monetary Value

I. Cash Payments

C1 = Funds received on signing x 100%
C2 = Funds received after signing, but on or before First Year Anniversary x 80%
C3 = Funds received on or before the second year anniversary less above amounts x 60%
C4 = Funds received on or before the third year anniversary less above amounts x 40%
C5 = Funds received on or before the forth year anniversary less above amounts x 20%
C6 = Funds received on or before the fifth year anniversary less above amounts x 10%

II. Work Commitments

W1 = Amount of work commitment within first year x 100% x UI
W2 = Amount of work commitment within second year x 60% x UI
W3 = Amount of work commitment within third year x 40% x UI
W4 = Amount of work commitment within fourth year x 20% x UI
W5 = Amount of work commitment within fifth year x 10% x UI

FC1 = Feasibility Commitment to earn additional interest = $25 million x 25% x UI

FC2 = Financing Commitment to earn additional interest = $5 million x 25% x UI

I.          Definitions

UI = Ultimate Interest that Solitario can retain if full cash payments and work commitments (including feasibility and financing) and adjusted for a potential Solitario retained NSR royalty (at lowest gold price assumption) over and above Solitario's participating interest.

NSRA = Net Smelter Return Royalty Adjustment is NSR royalty (in percent) at lowest defined gold price x 4

MV = Monetary Value is the sum of all the values of Cash Payments and Work Commitments.

Example: La Tola JV with Newmont

I.          Cash Payments

C1 - C6 = 0

II.          Work Commitments

W1 = $250,000* x 100% x 42% = $105,000
W2 = ($1,250,000 - $250,000) x 60% x 42% = $252,000
W3 = ($3,000,000 - $1,250,000) x 40% x 42% = $294,000
W4 = ($7,000,000 - $3,000,000) x 20% x 42% = $336,000
W5 = 0

FC1 = $25 million x 25% x 42% = $2,625,000

FC2 = $5 million x 25% x 42% = $420,000

MV = $4,032,000

UI = 35% participating interest + (1.75% NSR x 4) = 42%

          This Stock Purchase Agreement (this " Agreement ") is dated as of January 18, 2005 by and between Solitario Resources Corporation, a Colorado corporation (the " Company "), and Newmont Mining Corporation of Canada Limited, a Canada corporation (the " Purchaser "), with its head office at 20 Eglinton Avenue West, Suite 1900, Toronto, Ontario M4R 1K8.

          Whereas, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, certain of the Company's Common Stock, as more fully described in this Agreement.

          Now, therefore, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:

DEFINITIONS

          1.1           Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated:

                    " Affiliate " means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.

                    " Alliance Agreement " means the Alliance Agreement in the form of Exhibit A attached hereto, dated as of the Closing Date, by and between the Company and NOEL.

                    " Business Day " means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

                    " Closing " means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

                    " Closing Date " has the meaning given in Section 2.2.

                    " Commission " means the United States Securities and Exchange Commission.

                    " Common Stock " means the common stock of the Company, par value $0.01 per share.

                    " Company Related Person " has the meaning given in Section 4.7.

                    " Disclosure Materials " has the meaning given in Section 3.1(f).

                    " Eligible Market " means any of the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap Market.

                    " Exchange Act " means the Securities Exchange Act of 1934, as amended.

                    " GAAP " means United States generally accepted accounting principles.

                    " Knowledge " of any Person of or with respect to any matter means that such Person (if a natural person) or any of the officers, directors or senior managers of such Person (if not a natural Person) has, or after due inquiry and investigation consistent with the responsible performance of his job duties would have, actual awareness or knowledge of such matter.

                    " Lien " means any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction.

                    " Losses " means any and all losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, costs of preparation and reasonable attorneys' fees.

                    " Material Adverse Effect " has the meaning given in Section 3.1(a).

                    " Material Misstatement or Omission " means the inclusion in a Registration Statement or Prospectus of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

                    " NOEL " means Newmont Overseas Exploration Limited, a Delaware corporation .

                    " Ontario Securities Laws " means the Securities Act (Ontario), the regulations promulgated thereunder and the rules, policies, instruments and orders of the Ontario Securities Commission.

                    " Person " means any 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 any court or other federal, state, local or other governmental authority or other entity of any kind.

                    " Potential Material Event " means any of the following: (a) the possession by the Company of material information not ripe for disclosure in a Registration Statement, which shall be evidenced by a determination in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (b) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a Registration Statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information.

                    " Proceeding " means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

                    " Prospectus " means the prospectus included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by any Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

                    " Purchase Price " has the meaning given in Section 2.1.

                    " Purchaser Related Person " has the meaning given in Section 4.7.

                    " Registrable Securities " means any Common Stock issued or issuable pursuant to this Agreement, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that Registrable Securities shall cease to be Registrable Securities when (A) such shares of Common Stock have been disposed of in accordance with a Registration Statement or (B) such shares of Common Stock have been transferred pursuant to Rule 144(k) under the Securities Act.

                    " Registration Statement " means each registration statement filed under Article VII which includes any Registrable Securities, including (in each case) the Prospectus, amendments and supplements to such Registration Statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statement.

                    " Regulation S " means Regulation S as promulgated by the Commission pursuant to the Securities Act, as such regulation or the rules contained therein may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such regulation.

                    " Rule 144 " and " Rule 424 " means Rule 144 and Rule 424, respectively, promulgated by the Commission pursuant to the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule, and any similar Canadian rules or regulations having substantially the same effect as such Rule.

                    " SEC Reports " has the meaning given in Section 3.1(f).

                    " Securities Act " means the Securities Act of 1933, as amended.

                    " Shares " means an aggregate of 2,700,000 shares of Common Stock, which are being issued and sold to the Purchaser at the Closing.

                    " Subsidiary " means any Person in which the Company, directly or indirectly, holds securities or other interests having the power to elect a majority of that Person's board of directors or similar governing body, or otherwise having the power to direct the business and policies of that Person (other than securities or other interests having such power only upon the happening of a contingency that has not yet occurred).

                    " Trading Day " means (a) any day on which the Common Stock is listed or quoted and traded on its primary Trading Market, or (b) if the Common Stock is not then listed or quoted and traded on any Eligible Market, then a day on which trading occurs on the New York Stock Exchange (or any successor thereto).

                    " Trading Market " means the Toronto Stock Exchange or any other Eligible Market on which the Common Stock is then listed or quoted.

                    " Transaction Documents " means this Agreement, the Alliance Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

                    " Transfer Agent " means Computershare Trust Company, of Canada, or any other transfer agent selected by the Company.

PURCHASE AND SALE

          2.1           Purchase and Sale of Shares . Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, the Shares for an aggregate purchase price of Cdn$4,590,000 (the " Purchase Price "). At the Closing, the Company shall deliver to the Purchaser a certificate representing the Shares, against which Purchaser shall deliver or cause to be delivered to the Company the Purchase Price, in Canadian dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose and an executed Toronto Stock Exchange Questionnaire and Undertaking, in the form attached hereto as Appendix "A".

          2.2           Closing . The Closing of the sale and purchase of the Shares under this Agreement shall take place at the offices of Newmont Mining Corporation in Denver, Colorado on the date of this Agreement, or at such other location as the parties may agree. " Closing Date " means the date on which Closing occurs.

REPRESENTATIONS AND WARRANTIES

          3.1           Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser as follows:

                    (a)      Organization and Qualification; Subsidiaries . Each of the Company and its Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, (i) adversely affect the legality, validity or enforceability of any Transaction Document, (ii) have or could reasonably be expected to result in a material adverse effect on the results of operations, assets, current prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company's ability to perform fully on a timely basis its obligations under any of the Transaction Documents (any of (i), (ii) or (iii), a " Material Adverse Effect "). The Company's Subsidiaries are as set forth on Schedule 3.1(a) .

                    (b)      Authorization; Enforcement . The Company has the requisite corporate power to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company, its Board of Directors or its shareholders. Each of the Transaction Documents has been (or upon delivery will be) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity.

                    (c)      No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company's or any Subsidiary's articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) to the Knowledge of the Company, result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject), or by which any material property or asset of the Company or a Subsidiary is bound or affected.

                    (d)      Issuance of the Shares . The Shares are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens.

                    (e)      Capitalization . The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) are set forth in Schedule 3.1(e) . All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable securities laws. Except as disclosed in Schedule 3.1(e) , there are no outstanding options, warrants, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire (including conversion or preemptive rights and rights of first refusal), any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as disclosed in Schedule 3.1(e) , there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders). The issue and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. To the Knowledge of the Company, except as specifically disclosed in the SEC Reports, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company, beneficial ownership of in excess of 5% of the outstanding Common Stock, ignoring for such purposes any limitation on the number of shares of Common Stock that may be owned at any single time.

                    (f)      SEC Reports; Financial Statements . Except as disclosed in Schedule 3.1(f) the Company has filed all reports required to be filed by it under (i) the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, and (ii) under any similar Canadian securities laws or regulations of the Toronto Stock Exchange, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such materials) (the foregoing materials being collectively referred to herein as the " SEC Reports " and, together with this Agreement and the Exhibits and Schedules to this Agreement, the " Disclosure Materials ") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Except as disclosed in Schedule 3.1(f), as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply with all applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or specifically identified in the SEC Reports.

                    (g)      Material Changes . Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports or as set forth in Schedule 3.1(g) , (i) to the Knowledge of the Company, there has been no event, occurrence or development that, individually or in the aggregate, has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting or the identity of its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option, restricted stock or stock purchase plans or agreements.

                    (h)      Absence of Litigation . Except as set forth in Schedule 3.1(h) , there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 3.1(h) contains a complete list and summary description of any pending or, to the Knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

                    (i)      Compliance . Except as set forth in the SEC Reports, neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) to the Knowledge of the Company, is or has been in violation of any statute, rule or regulation of any governmental authority or self regulatory organization, including without limitation all foreign, federal, state and local laws relating to securities, taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

                    (j)      Permits . Except as set forth in the SEC Reports, to the Knowledge of the Company, the Company and the Subsidiaries possess and are in compliance with all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign governmental and regulatory authorities necessary to conduct their respective businesses and activities as currently conducted, except where the failure to possess or be in compliance with such certificates, authorizations and permits could not, individually or in the aggregate, have or could reasonably be expected to result in a Material Adverse Effect (" Material Permits "). Neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

                    (k)      Title to Assets . The Company and the Subsidiaries have good and marketable title to, or valid leasehold interests in, all assets and properties (including all mining rights and mining properties) that are material to the business of the Company and the Subsidiaries or are reflected in the financial statements included in the SEC Reports, in each case free and clear of all Liens except as disclosed in the SEC Reports or in Schedule 3.1(k). Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

                    (l)      Environmental . To the Knowledge of the Company, there exists no Environmental Condition that, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect. The Company has no, and has no Knowledge of any potential, obligations for remediation, reclamation, reporting or other matters under any Environmental Laws, except for such obligations as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. For the purposes hereof (i) " Environmental Condition " means the generation, discharge, emission or release into the environment (including, without limitation, ambient air, surface water, groundwater or land), spill, receiving, handling, use, storage, containment, treatment, transportation, shipment or disposition of any pollutant, contaminant or waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in or for the purposes of any Environmental Laws by any person in respect of which remedial action is required under any Environmental Laws or as to which any liability is currently or in the future could be imposed upon any person based upon the acts or omissions of any person prior to the date hereof and (ii) " Environmental Laws " means all applicable laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes all permits, certificates, licenses, authorizations, consents, instructions, registrations, directions or approvals issued or required by any governmental entity or authority pursuant to any Environmental Laws.

                    (m)      Certain Fees . No brokerage or finder's fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement, and the Company has not taken any action that would cause Purchaser to be liable for any such fees or commissions.

                    (n)      Private Placement . Neither the Company nor any Person acting on the Company's behalf has sold or offered to sell or solicited any offer to buy the Shares by means of any form of general solicitation or advertising. Neither the Company nor any of its Affiliates nor any Person acting on the Company's behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares as contemplated hereby or (ii) cause the offering of the Shares pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or shareholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market. The Company is not, and is not an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company is not a United States real property holding corporation within the meaning of the Foreign Investment in Real Property Tax Act of 1980. The sale of the Shares to Purchaser qualifies as a valid private placement in the province of Ontario, Canada and is exempt from any registration or prospectus (or other offering document) delivery requirements in the Province of Ontario, Canada.

                    (o)      Listing and Maintenance Requirements . Except as set forth in the SEC Reports, the Company has not, in the two years preceding the date hereof, received notice (written or oral) from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements of the Toronto Stock Exchange.

                    (p)      Registration Rights . Except as contemplated by the Transaction Documents or as described in Schedule 3.1(p) , the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.

                    (q)      Application of Takeover Protections . There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company's issuance of the Shares and the Purchaser's ownership of the Shares.

                    (r)      Disclosure . The Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that constitutes or might constitute material, nonpublic information, other than the signing of this Agreement, which will be publicly disclosed in the press release issued pursuant to Section 4.5. The Company understands and confirms that the Purchaser will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Purchaser regarding the Company, its business and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of the Company, taken together in the aggregate, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, current prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed. The Company acknowledges and agrees that the Purchaser does not make and has not made (i) any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 or (ii) any oral statement, commitment or promise to the Company or, to its knowledge, any of its representatives which is or was an inducement to the Company to enter into this Agreement other than as set forth in the Transaction Documents.

                    (s)      Acknowledgment Regarding Purchaser's Purchase of Shares . The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by Purchaser or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to Purchaser's purchase of the Shares. The Company further represents to Purchaser that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

                    (t)      Patents and Trademarks . Other than as set forth in the SEC Reports or Schedule 3.1(t) , to the Knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the " Intellectual Property Rights "). Neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the Knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.

                    (u)      Insurance . The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its present business without a significant increase in cost, except for significant increases in cost that are generally applicable in the insurance industry.

                    (v)      Transactions With Affiliates and Employees . Except as set forth in the SEC Reports, none of the executive officers or directors of the Company and, to the Knowledge of the Company, none of the employees of the Company, is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or any entity in which any executive officer, director, or, to the Knowledge of the Company, any such employee, has a substantial interest or is an officer, director, trustee or partner.

                    (w)      Internal Controls and Procedures . The Company and its Subsidiaries have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to the Company's auditors and the audit committee of the Company's Board of Directors (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. The Company has made available to Purchaser a summary of any such disclosure made by management to the Company's auditors and audit committee since January 1, 2002.

                    (x)      Going Concern. The Company and Subsidiaries have no Knowledge (upon receipt of the proceeds of this transaction) that the Company will receive a "going concern" opinion from the Company's independent public accountants in the Company's annual report on Form 10-K pursuant to Section 13 or 15(d) under the Exchange Act for the fiscal year ended December 31, 2004.

                    (y)      Reporting Issuer . The Company is currently a "reporting issuer" (as such term is defined in the applicable securities legislation) under the laws of British Columbia, Alberta, Ontario, Quebec and Nova Scotia and is not currently included on a list of defaulting reporting issuers in any of British Columbia, Alberta, Ontario, Quebec or Nova Scotia.

          3.2           Representations and Warranties of the Purchaser . Purchaser hereby represents and warrants to the Company as follows:

                    (a)      Organization; Authority . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Canada with the requisite corporate power to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The purchase by Purchaser of the Shares hereunder has been duly authorized by all necessary action on the part of Purchaser and no further consent or action is required by the Purchaser, its directors, partners, members or stockholders. Each of the Transaction Documents to which Purchaser is a party have been duly executed by Purchaser and is, or when delivered in accordance with the terms hereof will constitute, the valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity.

                    (b)      Investment Intent . Purchaser is acquiring the Shares for its own account for investment purposes and not with a view to or for distributing or reselling such Shares or any part thereof in violation of applicable securities laws, without prejudice, however, to Purchaser's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and, if sold or otherwise disposed of in Canada pursuant to Regulation S, pursuant to a prospectus under the Ontario Securities Laws or under an exemption from such prospectus requirement and in compliance with applicable federal, state and provincial securities laws. Nothing contained herein shall be deemed a representation or warranty by Purchaser to hold Shares for any period of time except for the four month period referred to in Section 4.1(b).

                    (c)      Purchaser Status . At the time Purchaser was offered the Shares, it was, and at the date hereof it is:

                              (i)      an "accredited investor" as defined in Rule 501(a) under the Securities Act. Purchaser is aware that none of the Shares has been registered under the Securities Act or under applicable state securities or blue sky laws; and

                              (ii)     an "accredited investor" as defined in Ontario securities Commission Rule 45-501 - Exempt Distributions by satisfying subparagraph (t) of such definition.

                    (d)      Experience of Purchaser . Purchaser, either alone or together with its affiliates and representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

                    (e)      Access to Information . Purchaser acknowledges that it has reviewed the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of Purchaser or its representatives or counsel shall modify, amend or affect Purchaser's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents.

                    (f)      General Solicitation . The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

                    (g)      Reliance on Exemptions . Purchaser understands that (i) the Shares are "restricted securities" under the federal securities laws as they are being offered and sold to Purchaser without registration in a private placement that is exempt from the registration provisions of the Securities Act and applicable state securities laws and (ii) the Company is relying upon the truth and accuracy of, and Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Purchaser to acquire the Shares.

                    (h)      Private Placement . Purchaser acknowledges that the Shares are being offered for sale only on a "private placement" basis in Ontario and that the sale and delivery of the Shares is conditional upon such sale being exempt from the requirements as to the filing of a prospectus of the Ontario Securities Law or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirements of filing a prospectus or delivering an "offering memorandum" (as such term is defined in the Ontario Securities Laws), that no prospectus has been filed by the Company with any of the applicable Canadian securities regulatory authorities in connection with the issuance of the Shares, and that:

                              (i)     as a result, certain protections, rights and remedies provided by the Ontario Securities Laws, including statutory rights of rescission or damages, will not be available to the Purchaser;

                              (ii)     no Canadian securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;

                              (iii)     there is no governmental or other insurance covering the Shares;

                              (iv)     the Purchaser may not receive information that would otherwise be required to be provided to the Purchaser under the Ontario Securities Laws; and

                              (v)     the Company is relieved from certain obligations that would otherwise apply under the Ontario Securities Laws.

                    (i)      Conduct of Business in Canada . Purchaser certifies that it conducts its business from its head office in Ontario and that such address listed in the recitals of this Agreement was not obtained or used solely for the purpose of subscribing for the Shares.

                    (j)      Arm's Length Purchaser . Purchaser is an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby .

                    (k)      Control Person . Purchaser is not and will not become a "control person" of the Company by virtue of the purchase of the Shares and does not intend to act in concert with any other person to form a control group of the Company .

                    (l)       Resale and Transfer Restrictions . Purchaser acknowledges that the Shares will be subject to certain hold periods or other resale restrictions under Ontario Securities Laws and stock exchange rules and may not be resold until the expiry of such hold period except in accordance with limited exceptions under Ontario Securities Laws and stock exchange rules and the Company will cause a legend to such effect to be placed on any certificates representing the Shares .

                    (m)      Identity . Purchaser acknowledges that the Company may be required by law or otherwise to disclose to regulatory authorities the identity of the Purchaser .

                    (n)      No Offering Memorandum . Other than the Disclosure Materials, Purchaser has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in the Ontario Securities Laws) or any other documents from the Company describing the business and affairs of the Company.

OTHER AGREEMENTS OF THE PARTIES

          4.1           Transfer Restrictions .

                    (a)     The Shares may only be disposed of pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable United States federal and state securities laws and, if sold or otherwise disposed of in Canada pursuant to Regulation S, in compliance with applicable Ontario Securities Laws. Subject to Section 4.1(b), in connection with any transfer of Shares other than pursuant to an effective registration statement or to the Company or pursuant to Rule 144(k), except as otherwise set forth herein, the Company may require the transferor to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any such legal opinion, any transfer of Shares by Purchaser to an Affiliate of Purchaser, provided that the transferee certifies to the reasonable satisfaction of the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act, that it is acquiring the Shares solely for investment purposes, that it acknowledges that the Shares have not been registered under the Securities Act and that shares will have placed upon them an appropriate restrictive legend, and with respect to such other matters as the Company shall reasonably request. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of Purchaser under this Agreement.

                    (b)     The Purchaser understands that the Shares will be subject to certain resale restrictions imposed under the Ontario Securities Laws and the rules of the regulatory bodies having jurisdiction, including, without limiting the generality of the foregoing, the requirement that the Shares not be traded for a period of four months from the Closing Date except as permitted by Ontario Securities Laws, and the Purchaser agrees to comply with such restriction.

                    (c)     Purchaser agrees to the imprinting, so long as is required by this Section 4.1(c), of the following legend on any certificate evidencing Shares:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF JANUARY__, 2005, AS MAY BE AMENDED FROM TIME TO TIME AMONG THE COMPANY AND NEWMONT MINING CORPORATION OF CANADA LIMITED INCLUDING, AMONG OTHER THINGS, CERTAIN REGISTRATION RIGHTS. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.

UNLESS PERMITTED UNDER ONTARIO SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DATE THAT IS 4 MONTHS PLUS 1 DAY FROM CLOSING DATE .

Certificates evidencing the Shares shall not be required to contain such legend or any other legend (other than any legend required by the Colorado Business Corporation Act) after the date that is 4 months plus one day after the Closing Date, (i) following any sale of the Shares by the Purchaser pursuant to a Registration Statement that is effective under the Securities Act, or (ii) following any sale of the Shares pursuant to Rule 144, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall promptly after effectiveness of any Registration Statement covering the Shares cause a legal opinion to be delivered to and maintained with its Transfer Agent, together with any other authorizations, certificates and directions required by the Transfer Agent, which authorize and direct the Transfer Agent to issue the Shares without a legend upon sale by the Purchaser under an effective Registration Statement. At such time as a legend is no longer required for the Shares, the Company will, no later than three Trading Days following the delivery by Purchaser to the Company or the Transfer Agent of a legended certificate representing such Shares, deliver or cause to be delivered to Purchaser a certificate representing such Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Agreement.

          4.2           Furnishing of Information . As long as Purchaser owns Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. Upon the request of Purchaser, the Company shall deliver to Purchaser a written certification of a duly authorized officer as to whether it has complied with the preceding sentence. As long as Purchaser owns Shares, if the Company is not required to file reports pursuant to such sections, it will prepare and furnish to the Purchaser and make publicly available in accordance with paragraph (c) of Rule 144 such information as is required for the Purchaser to sell the Shares under Rule 144. The Company further covenants that it will take such further action as any holder of Shares may reasonably request to satisfy the provisions of Rule 144 applicable to the issuer of securities relating to transactions for the sale of securities pursuant to Rule 144.

          4.3           Reporting Issuer in Canada . The Company agrees to use its reasonable best efforts to remain a reporting issuer in the Canadian provinces of British Columbia, Alberta, Ontario, Quebec and Nova Scotia until the three-year anniversary of the Closing. If required by Ontario Securities Laws, policy or order or by any securities commission, stock exchange or other regulatory authority, Purchaser agrees to execute, deliver and file and otherwise assist the Company in filing such reports, undertakings and other documents as may be required.

          4.4           Integration . The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, after the date hereof, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchaser, or that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading Market.

          4.5           Securities Laws Disclosure; Publicity . The Company shall, on or before 9:30 a.m., New York Time, on January 19, 2005, issue a press release reasonably acceptable to the Purchaser disclosing all material terms of the transactions contemplated hereby. Concurrently therewith, the Company shall file a Current Report on Form 8-K with the Commission (the " 8-K Filing ") describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K the press release and this Agreement, in the form required by the Exchange Act. Thereafter, the Company shall timely file any filings and notices required by the Commission or applicable law with respect to the transactions contemplated hereby and provide copies thereof to the Purchaser promptly after filing. Except with respect to the 8-K Filing (a copy of which will be provided to the Purchaser for its review as early as practicable prior to its filing), the Company shall, at least two Trading Days prior to the filing or dissemination of any disclosure required by this paragraph, provide a copy thereof to the Purchaser for its review. The Company and the Purchaser shall consult with each other in issuing any press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or Trading Market with respect to the transactions contemplated by the Transaction Documents, and neither party shall issue any such press release or otherwise make any such public statement, filing or other communication without the prior consent of the other, which consent shall not be unreasonably withheld, except if (i) such disclosure is required by law or Trading Market regulations, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement, filing or other communication or (ii) such disclosure is in substantial conformity with the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide Purchaser with any information it believes to be material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing without the express written consent of the Purchaser, unless such material nonpublic information is related to the Alliance Agreement or the transactions contemplated thereunder. Notwithstanding the foregoing, if at any time the Purchaser is in possession of material, nonpublic information regarding the Company it shall not sell or otherwise transfer or dispose of any Common Stock and shall maintain such material, nonpublic information in confidence until such material, nonpublic information has been publicly disclosed by the Company. The Company represents, warrants and confirms that each press release disseminated during the 36 months preceding the date of this Agreement did not, at the time of release, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

          4.6           Use of Proceeds . The Company shall spend an amount equal to the proceeds from the sale of the Shares hereunder (Cdn$4,590,000) to fund Exploration Expenditures (as such term is defined in the Alliance Agreement) in accordance with and as more specifically set forth in the Alliance Agreement and shall provide Purchaser with an accounting of the Exploration Expenditures separately from all other Company expenses, as provided in the Alliance Agreement.

          4.7           Indemnification . If Purchaser or any of its Affiliates or any officer, director, partner, controlling Person, employee or agent of Purchaser or any of its Affiliates (a " Purchaser Related Person ") becomes involved in any capacity in any Proceeding brought by or against any Person in connection with or as a result of any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company or any of its Affiliates or any officer, director, partner, controlling Person, employee or agent of the Company or any of its Affiliates (a " Company Related Person ") in any Transaction Documents, the Company will indemnify and hold harmless Purchaser or Purchaser Related Person for its reasonable legal and other expenses (including the costs of any investigation, preparation and travel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from Purchaser's or Purchaser Related Person's gross negligence or willful misconduct. The conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 7.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability that the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Purchaser and any such Purchaser Related Persons. If the Company or any Company Related Person becomes involved in any capacity in any Proceeding brought by or against any Person in connection with or as a result of any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Purchaser or any Purchaser Related Person in any Transaction Documents, the Purchaser will indemnify and hold harmless the Company or Company Related Person for its reasonable legal and other expenses (including the costs of any investigation, preparation and travel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from the Company's or Company Related Person's gross negligence or willful misconduct. If the Company or any Company Related Person breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchaser or Purchaser Related Person on demand for all costs of collection and enforcement (including reasonable attorneys' fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchaser and any Purchaser Related Person on demand for all costs of enforcing the indemnification obligations in this paragraph. If the Purchaser or any Purchaser Related Person breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Purchaser may have under any Transaction Document or applicable law, the Purchaser shall pay or reimburse the Company or Company Related Person on demand for all costs of collection and enforcement (including reasonable attorneys' fees and expenses). Without limiting the generality of the foregoing, the Purchaser specifically agrees to reimburse the Company and any Company Related Person on demand for all costs of enforcing the indemnification obligations in this paragraph.

CONDITIONS TO CLOSING; TERMINATION

          5.1           Conditions Precedent to the Obligations of the Purchaser . The obligation of Purchaser to acquire the Shares at the Closing is subject to the satisfaction or waiver by Purchaser, at or before the Closing, of each of the following conditions:

                    (a)      Representations and Warranties; Covenants . The representations and warranties made by the Company in Section 3.1 shall be true and correct in all material respects at and as of the Closing Date with the same effect as if made at and as of the Closing Date, except (i) for those representations that are qualified as to materiality which shall be true and correct in all respects, and (ii) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date;

                    (b)      Consents and Approvals . The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares all of which shall be in full force and effect including, but not limited to, any required approval of the Toronto Stock Exchange;

                    (c)      Legal Proceedings . No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents;

                    (d)      Compliance Certificate . The Company shall have delivered a Certificate,
xecuted on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and (b) of this Section 5.1;

                    (e)      Legal Opinion . The Purchaser shall have received an opinion from Solomon Pearl Blum Heymann & Stich LLP the Company's counsel, in the form attached as Exhibit B hereto;

                    (f)      No Stop Orders . No stop order or suspension of trading shall have been imposed by the Toronto Stock Exchange, the Commission or any other governmental regulatory body with respect to public trading in the Common Stock; and

                    (g)      No Material Adverse Change . There shall not have been any event or circumstances resulting in a Material Adverse Effect.

          5.2           Conditions Precedent to the Obligations of the Company . The obligation of the Company to sell the Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

                    (a)      Representations and Warranties . The representations and warranties made by the Purchaser in Section 3.2 shall be true and correct in all material respects at and as of the Closing Date with the same effect as if made at and as of the Closing Date, except (i) for those representations that are qualified as to materiality which shall be true and correct in all respects, (ii) to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and (iii) the representations and warranties made by the Purchaser in Sections 3.2(b)-(f) shall be true and correct in all respects. The Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date;

                    (b)      Consents and Approvals . The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Shares all of which shall be in full force and effect including, but not limited to, any required approval of the Toronto Stock Exchange; and

                    (c)      Legal Proceedings . No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

          5.3           Termination of Obligations to Effect Closing; Effects .

                    (a)     The obligations of the Company, on the one hand, and the Purchaser, on the other hand, to effect the Closing shall terminate as follows:

                              (i)     Upon the mutual written consent of the Company and the Purchaser;
                              (ii)     By the Company if any of the conditions set forth in Section 5.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or
                              (iii)     By the Purchaser if any of the conditions set forth in Section 5.1 shall have become incapable of fulfillment, and shall not have been waived by the Purchaser;
provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party's seeking to terminate its obligation to effect the Closing.

                    (b)     Nothing in this Section 5.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents.

CLOSING DELIVERIES

          6.1           The Company's Obligations . At Closing, the Company shall deliver or cause to be delivered to Purchaser the following:

                    (a)      Share Certificate . A certificate representing the Shares.

                    (b)      Compliance Certificate . The certificate described in Section 5.1(e).

                    (c)      Secretary's Certificate . The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying (i) the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (ii) the current versions of the Articles of Incorporation and Bylaws of the Company and (iii) as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.

                    (d)      Alliance Agreement . The Alliance Agreement, executed by the Company.

                    (e)      Other . Such other documents and instruments as shall be required by the terms of the Transaction Documents or necessary to effect the intent of this Agreement and the Transaction Documents and consummate the transactions contemplated hereby and thereby.

          6.2           Purchaser's Obligations . At Closing, Purchaser shall deliver or cause to be delivered to the Company the following:

                    (a)      Purchase Price . The Purchase Price, in Canadian dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company.

                    (b)      Alliance Agreement . The Alliance Agreement, executed by NOEL.

                    (c)      Other . Such other documents, including but not limited to the Toronto Stock Exchange Questionnaire and Undertaking attached hereto as Appendix "A", and instruments as shall be required by the terms of the Transaction Documents or necessary to effect the intent of this Agreement and the Transaction Documents and consummate the transactions contemplated hereby and thereby.

REGISTRATION RIGHTS

          7.1           Piggy-Back Registrations . If at any time the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans or on any other registration statement form that does not permit sale of the Registrable Securities, then the Company shall send to Purchaser written notice of such determination and if, within fifteen days after receipt of such notice, Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities that the Purchaser requests to be registered; provided, however, that the Company shall not be required to register or maintain the registration of any Registrable Securities pursuant to this Section 7.1 that are eligible for sale pursuant to Rule 144(k) of the Securities Act. If the Purchaser decides not to include all of its Registrable Securities in any registration statement filed by the Company, the Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. In the case of an underwritten public offering, if the managing underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company, after consultation with the managing underwriter, should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Purchaser, then (x) the number of Registrable Securities of the Purchaser included in such registration statement shall be reduced if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Purchaser shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities. If securities are being offered for the account of other Persons or entities as well as the Company, Purchaser's Registrable Securities shall not be reduced to accommodate any of the securities of such other Persons or entities (other than the Company). Additionally, in the case of an underwritten public offering, the right of the Purchaser to include any Registrable Securities in such registration statement shall be conditioned upon the Purchaser's participation in such underwriting and the inclusion of the Registrable Securities with respect to which registration is requested in the underwriting. The Purchaser shall, together with the Company, enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

          7.2           Registration Procedures . In connection with the Company's registration obligations hereunder, the Company shall:

                    (a)     As soon as reasonably practicable prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to Purchaser copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference), to the extent containing information relating to Purchaser or its Affiliates, will be subject to the review of Purchaser, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of Purchaser or its counsel, to conduct a reasonable investigation within the meaning of the Securities Act. From and after receipt by the Purchaser of any such Registration Statement or Prospectus, and until such Registration Statement or Prospectus has been filed with the Commission, the Purchaser shall not sell or otherwise transfer or dispose of any Common Stock.

                    (b)     (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities (except as provided in Section 7.1 with respect to any of the Registrable Securities that are eligible for sale pursuant to Rule 144(k) of the Securities Act); (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Purchaser true and complete copies of all correspondence from and to the Commission relating to such Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by each Registration Statement during the applicable period in accordance with the intended methods of disposition by the Purchaser thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

                    (c)     Furnish to Purchaser and Purchaser's counsel, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

                    (d)     Promptly deliver to Purchaser and Purchaser's counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Purchaser in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

                    (e)     (i) In the time and manner required by each Trading Market, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as possible thereafter; (iii) provide to the Purchaser evidence of such listing; and (iv) use commercially reasonable efforts to maintain the listing of such Registrable Securities on each such Trading Market or another Eligible Market.

                    (f)     Prior to any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with the Purchaser in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as Purchaser requests in writing, to keep each such registration or qualification (or exemption therefrom) effective for the period required by Section 7.2(b) and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement; provided , however , that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.

                    (g)     Cooperate with the Purchaser to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by this Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as Purchaser may request at least two Business Days prior to any sale of the Registrable Securities. In connection therewith, the Company shall promptly after effectiveness of a Registration Statement cause an opinion of counsel to be delivered to and maintained with its Transfer Agent, together with any other authorizations, certificates and directions required by the Transfer Agent, which authorize and direct the Transfer Agent to issue such Registrable Securities without legend upon sale by the Purchaser under a Registration Statement.

                    (h)     Cooperate with any due diligence investigation undertaken by the Purchaser in connection with the sale of Registrable Securities, including without limitation by making available any documents and information reasonably requested by the Purchaser; provided that the Company will not deliver or make available to Purchaser material, nonpublic information without the express written consent of the Purchaser, unless such material nonpublic information is related to the Alliance Agreement or the transactions contemplated thereunder. Notwithstanding the foregoing, if Purchaser receives or otherwise is in possession of material, nonpublic information regarding the Company it shall not sell or otherwise transfer or dispose of any Common Stock and shall maintain the disclosed information in confidence until such material, nonpublic information has been included in the Registration Statement or Prospectus applicable to the Registrable Securities.

                    (i)     Use its best efforts to comply in all material respects with all applicable rules and regulations of the Commission.

                    (j)     Request Purchaser to furnish the Company information regarding Purchaser and the distribution of such Registrable Securities as is required by law or the Commission to be disclosed in a Registration Statement.

                    (k)     As soon as reasonably practicable, notify the Purchaser of the existence of a Potential Material Event or a Material Misstatement or Omission, in which case the Purchaser shall not sell or otherwise transfer or dispose of any Common Stock and shall maintain such information in confidence until such Potential Material Event or Material Misstatement or Omission has been included in the Registration Statement or Prospectus or, with respect to a Potential Material Event only, until the Company notifies the Purchaser that such Potential Material Event no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not suspend or delay the right of the Purchaser to sell the Registrable Securities with respect to the existence of Potential Material Event for more than one three (3) Trading Day period during any 6-month period.

          7.3           Registration Expenses . The Company shall pay (or reimburse the Purchaser for) all fees and expenses incident to the performance of or compliance with this Agreement by the Company, including without limitation (a) all registration and filing fees and expenses, including without limitation those related to filings with the Commission, any Trading Market and in connection with applicable state securities or blue sky laws, (b) printing expenses (including without limitation expenses of printing certificates for Registrable Securities and of printing or photocopying prospectuses requested by the Purchaser), (c) messenger, telephone and delivery expenses, (d) fees and disbursements of counsel for the Company, (e) reasonable fees and disbursements of counsel for Purchaser, (f) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, and (g) all listing fees to be paid by the Company to the Trading Market. The Purchaser shall be responsible for its pro rata share of any underwriting discounts or commissions in connection with the sale of the Registrable Securities.

          7.4           Indemnification for Claims under Securities Laws

                    (a)      Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless Purchaser, the officers, directors, partners, members, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of it, each Person who controls Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omission is contained in any information so furnished in writing to the Company by Purchaser specifically for inclusion in such Registration Statement or such Prospectus. The Company shall notify the Purchaser promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

                    (b)      Indemnification by Purchaser . Purchaser shall, notwithstanding termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus. In no event shall the liability of Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by Purchaser as a result of the sale of the Registrable Securities pursuant to such Registration Statement.

                    (c)      Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an " Indemnified Party "), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the " Indemnifying Party ") in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

          An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel in writing (with a copy to the Indemnifying Party) that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not impose any monetary or other obligation or restriction on the Indemnified Party.

          All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Business Days of written notice thereof to the Indemnifying Party, which notice shall be delivered no more frequently than on a monthly basis (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnified Party shall reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

                    (d)      Contribution . If a claim for indemnification under Section 7.4(a) or (b) is unavailable to an Indemnified Party because of a failure or refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reasons of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 7.4(c), any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. Notwithstanding anything to the contrary herein, the Purchaser shall not be required to contribute, in the aggregate, any amount in excess of the net proceeds to such holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

          The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

          The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

          7.5           Canadian Registration; Listing . The Company and the Purchaser acknowledge that the Company is a reporting company in the United States under the Exchange Act, and also reporting issuer in certain provinces of Canada with its shares listed for trading on the Toronto Stock Exchange. The parties hereby agree that in addition to the registration rights set forth above the Purchaser shall have rights, substantially similar to those set forth in this Article VII to the extent they are available, to have the Shares registered for trading in Canada. The Company shall use commercially reasonable efforts to continue the listing and trading of its Common Stock on the Toronto Stock Exchange and, in accordance therewith, shall use commercially reasonable efforts to comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of such exchange, as applicable. The Company shall take all necessary action, as soon as the Shares are registered for trading or an exemption from registration is available, to cause the Shares to be listed on the Toronto Stock Exchange.

          8.1           Fees and Expenses . Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the issuance of the Shares.

          8.2           Entire Agreement . The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

          8.3           Further Assurances . Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurances as may be reasonably requested by any other party to better evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement, and further agrees to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable law to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings, and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement.

          8.4           Notices . Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten days' advance written notice to the other party:

                               If to the Company:

                                        Solitario Resources Corporation.

                                        4251 Kipling Street, Suite 390

                                        Wheat Ridge, CO 80033

                                        Attention:

                                        Fax: 303.534.1809

                              If to the Purchaser:

                                        Newmont Mining Corporation of Canada Limited

                                        c/o Newmont Mining Corporation

                                        1700 Lincoln Street

                                        Denver, CO 80203

                                        Attention: Land Department

                                        Fax: 303.837.5851

                               With a copy to:

                                        Newmont Mining Corporation

                                        1700 Lincoln Street

                                        Denver, CO 80203

                                        Attention: Legal Department

                                        Fax: 303.837.5810

          8.5           Amendments; Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

          8.6           Construction . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

          8.7           Successors and Assigns; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser. Purchaser may assign its rights under this Agreement to any Person to whom Purchaser assigns or transfers any Shares, provided that: (i) the Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (c) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8.7, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement and the Transaction Documents and (d) such transfer shall have been made in accordance with requirements of Section 4.1 above.

          8.8           No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Purchaser Related Person and Company Related Person is an intended third party beneficiary of Section 4.7 and each Indemnified Party is an intended third party beneficiary of Section 7.4 and (in each case) may enforce the provisions of such Sections directly against the parties with obligations thereunder.

          8.9           Governing Law; Venue; Waiver Of Jury Trail . all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the state of COLORADO. THE COMPANY AND PURCHASER Hereby Irrevocably Submit To The Jurisdiction Of The State And Federal Courts Sitting In The CITY OF DENVER For The Adjudication Of Any Dispute BROUGHT BY THE COMPANY OR PURCHASER Hereunder, In Connection Herewith Or With Any Transaction Contemplated Hereby Or Discussed Herein (Including With Respect To The Enforcement Of Any Of The Transaction Documents), And Hereby Irrevocably Waive, And Agree Not To Assert In Any Suit, Action Or ProceedinG BROUGHT BY THE COMPANY OR PURCHASER, Any Claim That It Is Not Personally Subject To The Jurisdiction Of Any Such Court, OR That Such Suit, Action Or Proceeding Is Improper. Each party Hereby Irrevocably Waives Personal Service Of Process And Consents To Process Being Served In Any Such Suit, Action Or Proceeding By Mailing A Copy Thereof Via Registered Or Certified Mail Or Overnight Delivery (With Evidence Of Delivery) To Such Party At The Address In Effect For Notices To It Under This Agreement And Agrees That Such Service Shall Constitute Good And Sufficient Service Of Process And Notice Thereof. Nothing Contained Herein Shall Be Deemed To Limit In Any Way Any Right To Serve Process In Any Manner Permitted By Law. The Company AND PURCHASER Hereby Waive All Rights To A Trial By Jury.

          8.10           Survival . The representations, warranties, agreements and covenants contained herein shall survive the Closing. The provisions of Sections 8.1 and 8.9 shall survive any termination of the obligations of the parties pursuant to Section 5.3.

          8.11           Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

          8.12           Severability . If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

          8.13           Rescission and Withdrawal Right . Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

          8.14           Replacement of Shares . If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares.

          8.15           Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

                                                            Solitario Resources Corporation,

                                                            a Colorado corporation

                                                            By:                                                   

                                                            Name:                                              

                                                            Title:                                                 

                                                            Newmont Mining Corporation of Canada Limited,

                                                            a Canada corporation

                                                            By:                                                   

                                                            Name:                                              

                                                            Title:                                                

Our corporate structure is as follows [jurisdiction of incorporation] - ownership percentage.

Solitario Resources Corporation [Colorado]

Common (authorized: 50,000,000)

  Outstanding shares: 24,726,992

  Outstanding options: 2,272,500

Preferred (authorized: 10,000,000)

  None outstanding

None

None

None

None

None

None

EXHIBIT A
to
Stock Purchase Agreement
dated January 18, 2005
between
Newmont Mining Corporation of Canada Limited
and
Solitario Resources Corporation

Form of Alliance Agreement

See Attached

EXHIBIT B
to
Stock Purchase Agreement
dated January 18, 2005
between
Newmont Mining Corporation of Canada Limited
and
Solitario Resources Corporation

Form of Opinion


January 18, 2005

Newmont Mining Corporation of Canada Limited
20 Eglinton Avenue West, Suite 1900
Toronto, Ontario
Canada M4R 1K8

Ladies and Gentlemen:

          We have acted as counsel to Solitario Resources Corporation (the "Company"), in connection with the private offer and sale of common shares of the Company pursuant to that certain Stock Purchase Agreement, dated January __, 2005, by and between Newmont Mining Corporation of Canada Limited (the "Purchaser") and the Company (the "Agreement"). This Opinion Letter is provided to you at the request of the Company pursuant to Section 5.1(e) of the Agreement. Except as otherwise indicated herein, capitalized terms used in this Opinion Letter are defined as set forth in the Agreement or the Accord (see below).

          This Opinion Letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the "Accord") of the American Bar Association Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, and this Opinion Letter should be read in conjunction therewith. The law covered by the opinions expressed herein is limited to the Federal Law of the United States and the Law of the State of Colorado.

          We have relied upon factual representations made by the Company in Section 3.1 of the Agreement and factual representations made by the Purchaser in Section 3.2 of the Agreement.

          Pursuant to Section 21 of the Accord, for purposes of rendering the opinions expressed herein, we have assumed, without investigation, that:

          2.          The offer and sale of the Shares pursuant to the Agreement is not integrated with, or otherwise considered part of, any other offering of securities of the Company.

          Based upon and subject to the foregoing, we are of the opinion that:

          1.           Solitario is a corporation duly incorporated and existing under the laws of, and is in good standing in, the State of Colorado.

          2.          Solitario has, under the Colorado Business Corporation Act, the power and authority to enter into the Agreement and to perform its obligations thereunder. The execution, delivery and performance of the Agreement have been duly authorized by all necessary corporate action on the part of Solitario.

          3.           Solitario has taken all corporate actions necessary under the Colorado Business Corporation Act to authorize the issuance of the Shares.

          4.           Upon issuance and delivery against payment therefor in accordance with the terms of the Agreement, the Shares will be validly issued, fully paid, and nonassessable.

          5.           The offer and sale of the Shares is exempt from the registration requirements of the Securities Act.

                                                                                Very truly yours,

                                                                                SOLOMON PEARL BLUM HEYMANN &                                                                                           STICH LLP

                                                                                By

                                                                                Clifford R. Pearl

          This Amended and Restated Royalty Grant (this " Grant ") is made and entered into as of January 18, 2005, by Minera Los Tapados S.A., a Peruvian Sociedad Anonima (" Grantor "), Solitario Resources Corporation, a Colorado Corporation (" Grantee "). Grantor and Grantee sometimes are referred to in this Grant collectively as the " Parties " and individually as a " Party ."

          A.     Pursuant to the Stock Purchase Agreement dated February 2, 2000, as amended by the First Amendment to Stock Purchase Agreement dated April 26, 2000 (the " First Amendment ") and Second Amendment to Stock Purchase Agreement dated September 1, 2000 (as so amended, the " Stock Purchase Agreement "), between Newmont Peru Limited, a Delaware corporation and the sole shareholder of Grantor, and Solitario Resources Corporation, as amended, Grantor granted to Grantee a royalty (the " Solitario Royalty ") on the production of gold, silver, and copper from the properties described on the attached Exhibit A (the " Royalty Properties "), by two separate Royalty Grants dated November 22, 2000 (the " Original Grants ").

          B.     By separate conveyances dated February 2, 2001, Grantor conveyed that portion of the Royalty Properties described in Exhibit B (the Yanacocha Royalty Property ") to Minera Yanacocha S.R.L., a Peruvian Sociedad de Responsibilidad Limitada (" Yanacocha "), and that portion of the Royalty Properties described on Exhibit C (the " Chaupiloma Royalty Property ") to Chaupiloma Dos de Cajamarca, S.R.L, a Peruvian Sociedad de Responsibilidad Limitada (" Chaupiloma ") and reserved royalties against the Yanacocha Royalty Property and the Chaupiloma Royalty Property that are equivalent to the Solitario Royalty.

          C.     In accordance with Section 1.1 of the First Amendment, and pursuant to a private agreement, Grantor has obtained the concessions named San Pablo 20 and 21, which cover the lands previously covered by concessions named Ana Gabrielle 48 and 49. However, as of the date of this Grant the conveyance of the San Pablo 20 and 21 concessions to Grantor has not yet been registered in the public registry and, as a result, Grantor has not yet conveyed such concessions to Yanacocha in accordance with a private agreement between Grantor and Yanacocha.

          D.     Grantor and Grantee desire to amend and restate both of the Original Grants in their entirety, and provide for the San Pablo 20 and 21 concessions to become Royalty Properties and Yanacocha Royalty Property upon the registry of the conveyance thereof to Grantor, and the conveyance thereof by Grantor to Yanacocha, respectively.

          Accordingly, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree that the Original Grants are amended and restated in their entirety as follows:

1.           Royalty Grant . Subject to the terms and conditions set forth in this Grant, Grantor hereby grants to Grantee a royalty on production of gold, silver and copper from the Royalty Properties, equal to the Applicable Percentage of Net Smelter Returns, on the following terms and conditions (the " Royalty "):

          (a)     Net Smelter Returns shall be calculated for each calendar quarter in which Net Smelter Returns are realized, and such Royalty payments as are due to Grantee shall be made within thirty days following the end of the calendar quarter in which the Net Smelter Returns are realized. Payment may be made by check sent to Grantee certified mail, return receipt requested, or by wire transfer to an account designated by Grantee. All payments shall be accompanied by a statement summarizing the computation of Net Smelter Returns and any deductions made by Grantor.

          (b)     Royalty payments for each quarter shall be provisional and subject to adjustment at the end of Grantor's accounting year. If no written objection is made by Grantee to the correctness of a Royalty payment or its accompanying statement within one year from the date of such payment, such statement shall be conclusively deemed to be correct and such Royalty payment sufficient and complete, and no exception or claim for adjustment shall thereafter be permitted.

          (c)     " Net Smelter Returns ," in the case of gold and silver (" Precious Metals "), shall mean the amount determined by multiplying (i) the gross number of troy ounces of Precious Metals contained in the production by or for the account of Grantor from the Royalty Properties (" Quarterly Production ") delivered to the smelter, refiner, processor, purchaser or other recipient of such production (collectively, " Payor ") during the applicable calendar quarter, by (ii) for gold, the average of the London Bullion Market, Afternoon Fix, spot prices for the applicable calendar quarter (the " Applicable Spot Price "), and (iii) for silver, the average of the New York Commodities Exchange final spot prices, for the applicable calendar quarter, and subtracting only the Deductions from the product of (i) and (ii), or of (i) and (iii), as applicable. " Net Smelter Returns ," in the case of copper, shall mean the amount determined by multiplying (X) the gross amount of copper contained in the Quarterly Production delivered to the Payor during the applicable calendar quarter by (Y) the average of the New York Commodities Exchange final daily spot prices for the applicable calendar quarter (the " Applicable Copper Price "), and subtracting from the product of (X) and (Y) only the Deductions. The amount determined pursuant to clauses (ii), (iii) or (Y) shall be determined in each case without regard to any hedging transactions, forward sales or similar transactions that Grantor or any affiliate of Grantor may have entered into.

          (d)     " Deductions " shall mean:

                    (i)     Custom smelting costs, treatment charges and penalties, including but not limited to metal losses, penalties for impurities and charges or deductions for refining, selling, and transportation from smelter to refinery and from refinery to market; provided, however, in the case of leaching operations, all processing and recovery costs incurred by Grantor beyond the point at which the metal being treated becomes doré shall be considered as treatment charges (it being agreed and understood, however, that such processing and recovery costs shall not include the cost of mining, crushing, dump preparation, distribution of leach solutions or other mining and preparation costs up to the point at which the metal becomes doré; and

                    (ii)     Cost of transporting mineral product from the concentrator to a smelter or other place of treatment; and

                    (iii)     Production taxes, severance taxes and sales, privilege and other taxes measured by production or the value of production, but excluding any taxes upon the net income of the Company from the Royalty Properties or otherwise.

          (e)     " Applicable Percentage " shall mean:

                    (i)     For gold recovered by heap leach processing, the lesser of (A) the Base Rate (defined below) and (B) the percentage, that when combined with the amount of any royalty or similar charge required to be paid to any Peruvian governmental authority or agency, excluding taxes (" Peruvian Royalties "), is equivalent to (1) 5.75 percent if the Applicable Spot Price of gold is greater than $500 per ounce, or (2) otherwise, 5.25 percent.

                    (ii)     For gold recovered as doré in a non-flotation mill, the lesser of (A) Base Rate and (B) the percentage that, when combined with the amount of any Peruvian Royalties, is equivalent to (1) 5 percent if the Applicable Spot Price of gold is greater than $500 per ounce, or (2) otherwise, 4.5 percent.

                    (iii)     For gold recovered in a concentrate producing, copper-gold flotation mill, the lesser of (A) Base Rate and (B) the percentage that, when combined with the amount of any Peruvian Royalties, is equivalent to (1) 4 percent if the Applicable Spot Price of gold is greater than $500 per ounce and the Applicable Copper Price (as adjusted by a percentage equal to the cumulative percentage change in the U.S Department of Labor Producer Price Index For All Commodities from September, 2004 to the last month of the calendar quarter for which such Applicable Percentage is being used to calculate Net Smelter Returns) is greater than $1.50 per pound, and (2) otherwise, 3.5 percent.

                    (iv)     For copper, the lesser of (A) 2 percent and (B) the percentage that, when combined with the amount of any Peruvian Royalties, is equivalent to (1) 4 percent if the Applicable Copper Price (as adjusted by a percentage equal to the cumulative percentage change in the U.S Department of Labor Producer Price Index For All Commodities from September, 2004 to the last month of the calendar quarter for which such Applicable Percentage is being used to calculate Net Smelter Returns) is greater than $1.50 per pound, and (2) otherwise, 3.5 percent.

                    (v)     For silver, the lesser of (A) 3 percent and (B) the percentage that, when combined with the amount of any Peruvian Royalties, is equivalent to (1) 5 percent if the Applicable Spot Price of gold is greater than $500 per ounce, and (2) otherwise, 4.5 percent.

          (f)     " Base Rate " means: (i) 2 percent if the Applicable Spot Price of gold is less than $320 per ounce; (ii) 3 percent if the Applicable Spot Price of gold is equal to or greater than $320 per ounce but less than $360 per ounce; (iii) 4 percent if the Applicable Spot Price of gold is equal to or greater than $360 per ounce but less than $400 per ounce; and (iv) 5 percent if the Applicable Spot Price of gold is equal to or greater than $400 per ounce.

1.           Work Commitment .

          (a)     Grantor shall cause Yanacocha and/or Chaupiloma to spend at least US$4 million in aggregate on Exploration Expenditures (defined below) on the Royalty Property in accordance with the following schedule (the " Work Commitment "). Either or both of Yanacocha and/or Chaupiloma may be involved in satisfying the Work Commitment, and the expenditures of each shall be aggregated to satisfy the Work Commitment.

                    (i)     from January 1, 2005 through December 31, 2006, US$1 million, for a cumulative total of US$1,000,000;

                    (ii)     from January 1, 2007 through December 31, 2008, US$1 million, for a cumulative total of US$2 million;

                    (iii)     from January 1, 2009 through December 31, 2010, US$1 million, for a cumulative total of US$3 million; and

                    (iv)     from January 1, 2011 through December 31, 2012, US$1 million, for a cumulative total of US$4 million.

          Exploration Expenditures incurred in any such period in excess of those required to be incurred in that period shall be applied against subsequent periods. If the Work Commitment for any such period is not fully satisfied, Grantor shall pay to Grantee an amount equal to the amount by which the Work Commitment was not satisfied, within 60 days following the end of such period; each such payment shall constitute Exploration Expenditures. The time periods for completing Exploration Expenditures shall be extended to the extent of any delays created by an event of Force Majeure. " Force Majeure " means any matter (whether foreseeable or unforeseeable) beyond a party's reasonable control, including but not limited to labor disputes, acts of God, laws, regulations, orders, proclamations, or requests of any governmental authority, inability to obtain and maintain on reasonable terms required surface access, permits, licenses, or other authorizations.

          (b)     Grantor shall provide, or cause Yanacocha and/or Chaupiloma to provide, to Grantee reports of all activities conducted to satisfy the Work Commitment, together with all data and an accounting of the Exploration Expenditures, once a year prior to an annual technical review meeting (the timing of which is to be mutually agreed upon by Grantee, Yanacocha and/or Chaupiloma).

          (c)     " Exploration Expenditures " means all expenses incurred toward ascertaining the existence, location, quantity, quality, or commercial value of mineral deposits in, under, upon or which may be produced from the Royalty Property computed in accordance with generally accepted accounting principles consistently applied, including, without limiting the generality of the foregoing, the following: (i) actual salaries, benefit and fringe costs and wages whether or not required by law of employees or contractors assigned to and actually performing exploration and related activities within or benefiting the Royalty Property (employees and contractors may include geologists, geophysicists, engineers, surveyors, engineering assistants, technicians, draftsmen, engineering clerks and other personnel performing technical services connected with such exploration); (ii) monies expended associated with aerial flights; (iii) monies expended associated with drilling, site preparation and road construction; (iv) monies expended for the use of machinery, vehicles, equipment and supplies required for exploration; provided, however, if Yanacocha or Chaupiloma uses equipment owned by it, charges shall be no greater than on terms available for third parties in the vicinity of the Royalty Property; (v) monies expended for reasonable travel expenses and transportation of employees and contractors, materials, equipment and supplies necessary for the conduct of exploration; (vi) any other payments to contractors for work on exploration; (vii) monies expended for metallurgical and engineering work; geophysical, geochemical and geological surveys and assays and other costs incurred to determine the quality and quantity of minerals within the properties; (viii) monies expended to obtain permits, rights-of-ways and other similar rights as may be required or necessary in connection with exploration regarding the Royalty Property; (ix) monies expended in preparation and acquisition of environmental permits necessary to commence, carry out or complete exploration, and otherwise spent on or accrued for activities required for environmental compliance; (x) monies expended in performing pre-feasibility and feasibility studies to evaluate the economic feasibility of mining on the Royalty Property, including expenditures for metallurgical test work, preliminary design work and hydrology studies; (xi) monies expended for taxes levied against the Royalty Property and the cost of any insurance premiums, performance bonds or other forms of sureties required by the terms of this Grant or any law; (xii) monies expended in order to maintain the validity of the Royalty Property, including the payment of all government fees; and (xiii) a management fee, in lieu of administrative costs, equal to 5% of all other Exploration Expenditures.

2.           Development of Royalty Properties . Except as provided in this Grant, Grantor has and shall have no obligation to explore or develop the Royalty Properties, and Grantor shall have sole discretion to determine the extent of its work, if any, on the Royalty Properties and the time or times for beginning, continuing or resuming any such work.

3.           Commingled Ore . Grantor is entitled to commingle ore from the Royalty Properties with ore from other properties, either before or after concentration or beneficiation, so long as the data needed to determine the weight and assay, both of the ore removed from the Royalty Properties and of other ores to be commingled, are obtained by Grantor. Grantor shall use such weight and assay data to allocate the royalties from the commingled ore between the Royalty Properties and other properties from which the other commingled ore was removed. Grantor shall perform such weight, assay and allocation calculations in a manner recognized by the mining industry as practical and sufficient.

4.           Records and Audits . Grantor's records of all mining and milling operations on the Royalty Properties, and its records with respect to commingling of production from the Royalty Properties, shall be available for Grantee's or its authorized agents' inspection and/or audit upon reasonable advance notice and during normal business hours, but no more frequently than once each quarter. If any such audit or inspection reveals that Royalty payments for any calendar year (after giving effect to year-end adjustments described in the first sentence of Section 1(b) above) are underpaid by more than five percent, Grantor shall reimburse Grantee for its reasonable costs incurred in such audit or inspection. Grantee shall be entitled to enter the mine workings and structures on the Royalty Properties at reasonable times upon reasonable advance notice for inspection thereof, but Grantee shall so enter at its own risk and shall indemnify and hold Grantor and its affiliates harmless against and from any and all loss, costs, damage, liability and expense (including but not limited to reasonable attorneys' fees and costs) by reason of injury to Grantee or its agents or representatives (including death) or damage to or destruction of any property of Grantee or its agents or representatives while on the Royalty Properties on or in such mine workings and structures, unless such injury, damage, or destruction is a result of the sole negligence of Grantor.

5.           Right of First Refusal . Except as otherwise provided in this section, if Grantee intends to transfer, directly or indirectly, by means of a bona fide sale all or any part of its interest in respect of the Solitario Royalty, Grantor shall have a right of first refusal as provided in this section.

          (a)     If Grantee intends to transfer, directly or indirectly, by means of a bona fide sale all or any part of its interest in respect of the Solitario Royalty, Grantee shall promptly notify Grantor of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended transfer, and shall be accompanied by a copy of the offer or contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary fair market value (which shall not be binding on Grantor). Grantor shall have thirty (30) days from the date such notice is delivered to notify Grantee whether it elects to acquire the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the notice. If Grantor does so elect, the transfer shall be consummated promptly, but in no event more than thirty (30) days, after notice of such election is delivered to Grantee.

          (b)     If Grantor fails to so elect within the period provided for in Section 6(a), Grantee shall have 90 days following the expiration of such period to consummate the transfer to a third party at a price and on terms no less favorable to Grantee than those set forth in the notice required in Section 6(a).

          (c)     If Grantee fails to consummate the transfer to a third party within the period set forth in Section 6(b), the right of first refusal of Grantor in such offered interest shall be deemed to be reinstated. Any subsequent proposal to transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 6.

6.           Exceptions to Right of First Refusal . Section 6 shall not apply to:

          (a)     the transfer by Grantee of all or any part of its interest to an " Affiliate " (as defined below);

          (b)     incorporation of Grantee, or corporate consolidation or reorganization of Grantee by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of Grantee;

          (c)     corporate merger or amalgamation involving Grantee by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of Grantee; provided, however, that the value of the merging or amalgamating Grantee's interest in the assets of the surviving entity or amalgamated company, evidenced by its initial contribution and all subsequent contributions under approved programs and budgets, does not exceed 50% of the surviving entity's or amalgamated company's Net Worth (as defined below);

          (d)     the transfer of control of Grantee by its Affiliate to another Affiliate;

          (e)     the creation of a legal encumbrance by an Affiliate of Grantee affecting such Affiliate's control of Grantee;

          (f)     a transfer of Grantee by its Affiliate to a third party, provided Grantee's interest in the assets of the transferee, as evidenced by its initial contribution and all subsequent contributions under approved programs and budgets, does not exceed 50% of the Net Worth of the transferring Affiliate, or does not exceed 50% of the Net Worth of Grantee.

          For purposes hereof, the term " Net Worth " shall mean the remainder after total liabilities are deducted from total assets. In the case of a corporation, Net Worth includes both capital stock and surplus. In the case of a limited liability company, Net Worth includes member contributions. In the case of a partnership or sole proprietorship, Net Worth includes the original investment plus accumulated and reinvested profits.

          For purposes hereof, the term " Affiliate " shall mean any natural person or entity, whether incorporated or unincorporated, controlling, controlled by, or under common control with Grantee, with "control" for such purposes meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through direct or indirect ownership of at least twenty-five percent of the voting securities, voting interests, or other equity interest of such entity, by contract or otherwise.

7.           Assignment and Transfer by Grantor . Grantor is entitled to assign or transfer its obligations in respect of the Royalty as it relates to any of the Royalty Properties, to any person or entity without the consent of Grantee, in connection with any transfer of such Royalty Properties to such person or entity, provided that such person or entity assumes the obligations of Grantor under the Grant as they relate to the Royalty Properties transferred. Any such assignment shall relieve and discharge Grantor of its obligations in respect of the Royalty obligations so assigned and assumed.

8.           New Resources or Reserves . If Grantor establishes a mineral resource or mineral reserve on any of the Royalty Properties, Grantor shall provide to Grantee the amount of such resource or reserve as soon as practicable after Grantor makes a public declaration with respect to the establishment thereof.

9.           Relinquishment of Royalty Properties . If Grantor surrenders or relinquishes any of the Royalty Properties, but reacquires any such properties within a period of three years after the effective date of relinquishment or abandonment, such reacquired properties shall be included in the Royalty Properties from and after the date of such reacquisition.

10.           San Pablo 20 and 21 . Notwithstanding the listing of the San Pablo 20 and 21 concessions on Exhibits A and B , such concessions (i) shall constitute Royalty Properties only from and after the registration in the Peruvian public registry of the conveyance thereof to Grantor, and (ii) shall constitute Yanacocha Royalty Property only from and after the conveyance thereof by Grantor to Yanacocha, duly registered in the Peruvian public registry.

11.           Confidentiality . Except for recording this Grant, each Party and its directors, officers, employees, consultants, agents, accountants, legal counsel, and financing sources (herein " Representatives ") and the Representatives of each Party's Affiliates shall not, without the prior written consent of the other party, which shall not be unreasonably delayed or withheld, knowingly disclose to any third party data or information obtained pursuant to this Grant which is not generally available to the public; provided, however, either Party may disclose data or information without the other Party's consent: (a) if required for compliance with laws, rules, regulations, or orders of a governmental agency or stock exchange; (b) to any of the Parties' Representatives; (c) to any third party to whom a Party, in good faith, anticipates selling or assigning its interest in the Grant; (d) to a prospective lender, provided that such lender first signs a confidentiality agreement with the Party; or (e) to a third party to which a Party or its parent contemplates a transfer to, or a merger, amalgamation or other corporate reorganization with, provided however, that any such third party to whom disclosure is made has a legitimate business need to know the disclosed information and first agrees in writing to protect the confidential nature of such information to the same extent as the Parties under this section.

12.           Waivers . No action taken pursuant to this Grant, including any investigation by or on behalf of Grantor or Grantee, shall be deemed to constitute a waiver by the party taking the action of compliance with any representation, warranty, covenant or agreement herein. The waiver by any party hereto of any condition or of a breach of another provision of this Grant shall not operate or be construed as a waiver of any other condition or subsequent breach.

13.           Amendments . This Grant may not be modified orally, but only by written agreement executed by Grantor and Grantee.

14.           Binding Effect; Benefits . This Grant shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, legal representatives, successors, and permitted assigns.

15.           Governing Law . The validity, performance, and enforcement of this Grant, unless expressly provided herein to the contrary, shall be governed by the laws of Peru, without giving effect to the principles of conflicts of law of such country.

16.           English Language Controls . This Grant is executed in the English language, and the English language shall control in all interpretation thereof.

17.           Attorneys' Fees . In the event of any litigation between Grantor and Grantee with respect to this Grant, the party prevailing in such litigation shall be entitled to an award of its reasonable attorneys' fees and costs and expenses of litigation.

          The Parties have executed this Grant as of the date first written above.

Minera Los Tapados S.A.



By:  /s/ Merritt Stephen Enders                             
Name: Merritt Stephen Enders                             
Title: Authorized Representative                         

Solitario Resources Corp.



By:  /s/ Christopher E. Herald                                
Name:  Christopher E. Herald                                
Title:  President and CEO                                       

Exhibit A
Royalty Properties

Exhibit B
Yanacocha Royalty Properties

Chaupiloma Royalty Properties