Page

1.	INTERPRETATION	2
2.	EFFECTIVENESS, TERM AND TERMINATION	15
3.	TRANSACTIONS ON OR AFTER THE EFFECTIVE DATE	16
4.	MANAGEMENT OF THE COMPANY	17
5.	COMPOSITION AND PROCEEDINGS OF THE BOARD	17
6.	APPROVAL OF RESERVED MATTERS	19
7.	SHAREHOLDER MEETINGS	20
8.	WORK PROGRAMMES AND BUDGETS	20
9.	DECISION TO UNDERTAKE MINING	24
10.	FUNDING OF PEDRA BRANCA PROJECT	24
11.	OWNERSHIP INTERESTS AND SHAREHOLDINGS	28
12.	COMPANY LOANS	30
13.	APB'S EARN-IN OPTIONS	31
14.	APB'S FEASIBILITY OPTION AND FINANCING OPTION	32
15.	HSEC STANDARDS AND CONDUCTS OF OPERATIONS	34
16.	COVENANTS RELATING TO PEDRA BRANCA PROJECT	35
17.	AREA OF INTEREST	37
18.	COVENANTS RELATING TO PROJECT FUNDING	37
19.	OTHER COVENANTS	38
20.	GUARANTEE	39
21.	INDEMNITIES	39
22.	REPRESENTATIONS AND WARRANTIES	39
23.	ACCOUNTING MATTERS	40
24.	LIQUIDATION	40
25.	CONFIDENTIAL INFORMATION	41
26.	DISTRIBUTIONS	42
27.	DISPUTE RESOLUTION	42
28.	TRANSFERS OF INTERESTS	43
29.	DEFAULT	44
30.	NOTICES	46
31.	COSTS	47
32.	GOVERNING LAW	47
33.	GENERAL	47
34.	ASSIGNMENT	48
35.	FORCE MAJEURE	48
36.	COUNTERPARTS	49

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THIS SHAREHOLDERS' AGREEMENT is entered into between:

1.1       Definitions - In this Agreement (including the recitals), unless inconsistent with the context, the following words and phrases shall have the respective meanings assigned to them:

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S	=	S1	x	100
		S2

1.2      Interpretation - In this Agreement:

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2.1      Effectiveness - This Agreement shall become effective upon the Effective Date and shall continue in full force and effect until terminated in accordance with the provisions of Clause 2.2.

2.2      Termination - This Agreement shall terminate:

3.1      Organisation of the Company - The Parties will procure that on the Effective Date:

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3.2      Eligible Initial Investment Costs - The Parties recognize and acknowledge that members of the APB Group have, prior to the Effective Date, funded an amount equal to the Eligible Initial Investment Costs and that such amount is to be treated for all purposes under this Agreement as a portion of the funding contemplated under Clause 10.1.1.

3.3      No Partnership - Nothing in this Agreement shall be construed as creating a partnership between any of the Parties.

3.4      Services Agreement - Each of AML, Solitario and RPM shall enter into the AML Services Agreement and the Parties shall procure that the Company enters into, the AML Services Agreement. The Parties recognize and acknowledge that all amounts paid and or reimbursed under the terms of the AML Services Agreement shall be treated as Allowable Expenditures for the purposes of the funding contemplated under Clause 10.1.

3.5      APB and AML May Not Bind Other Parties - Save as may otherwise be permitted by the Services Agreements, neither APB nor AML (nor any of their respective Affiliates) shall be entitled to incur any obligations on behalf of any of, or to act on behalf of or bind, the other Parties hereto.

4.1      Management of the Company - The Board shall be responsible for managing and determining the policies, business and affairs of the Company and shall be entitled to exercise all such powers of the Company as are not, in accordance with Applicable Law, required to be exercised by the shareholders of the Company in a general meeting. Without limiting the generality of the foregoing, the Board shall be responsible for (i) making all decisions with respect to the Business, (ii) carrying out and overseeing those matters for which it is responsible in accordance with this Agreement, (iii) monitoring compliance with all Approved Work Programmes and Budgets and (iv) monitoring compliance with the applicable Services Agreement.

4.2      Board of Officers - The day to day operations of the Company shall be the responsibility of (i) the Board of Officers of the Company (as elected pursuant to Clause 3.1.3), who shall perform such functions in accordance with the duties and powers set out in the Articles and By-Laws (New) and in accordance with Applicable Law, and (ii) the Manager under and in accordance with the terms of the Services Agreement.

4.3      Approvals during Earn-in Phases - Notwithstanding Clause 4.1, provided APB is Sole Funding Approved Expenditures, no proposed Work Programme and Budget shall be approved by the Board without the express written consent of APB to such proposed Work Programme and Budget.

4.4      Services Companies and Manager - The Parties acknowledge that unless otherwise approved by the Board, all work under Approved Work Programmes and Budgets shall be carried out by the Manager pursuant to the relevant Service Agreement. AML shall be the first Manager. APB may, at its discretion, elect to replace AML as Manager at any time after

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the Second Option Exercise Date and shall, unless otherwise approved by the Board, become Manager on the Final Earn-in Date. In the event that APB elects to become Manager or becomes Manager in accordance with the terms of this Agreement, APB shall procure that the relevant member of the APB Group enters into a Service Agreement.

4.5      AML Services Agreement - Prior to the Second Option Exercise Date, no decision of the Board shall be taken in relation to any Company consent requirements under the terms of the AML Services Agreement, without the express written consent of APB.

5.1      Initial Composition of Board - Prior to the Third Option Exercise Date:

5.2      Adjustment to Composition of Board - On and after the Third Option Exercise Date, and subject to Clause 5.12, the Board shall consist of a minimum of four and a maximum of six Directors, the majority of which, in each case, shall be APB Directors. Provided a Shareholder holds at least a Shareholding of 30%, it shall be entitled to a minimum of two directors.

5.3      Quorum - A quorum for the transaction of any business at Board Meetings shall be initially at least two APB Directors and at least two AML Directors, but on and after the Third Option Exercise Date, a quorum for the transaction of any business at Board Meetings shall be at least three APB Directors and at least one AML Director. Notwithstanding the foregoing, if within 60 minutes after the time scheduled for a Board Meeting a quorum is not present because the requisite number of APB Directors or AML Director(s) is not in attendance or if during such meeting a quorum ceases to be present, then (a) the Board Meeting shall be adjourned to the same time on the date which is seven Business Days thereafter at the same place and time or such other time and/or date as all Shareholders agree, (b) notice of the adjourned Board meeting shall be given to all Shareholders and (c) at such adjourned Board Meeting the quorum will be any two Directors.

5.4      Alternate Directors - Each Director may have an alternate (who may be another Director) to represent such Director on the Board in such person's absence provided that such alternate director has been duly identified and/or appointed in accordance with the terms of the Articles and By-Laws (New) and Applicable Law. A Director shall, for the purpose of this Agreement, be regarded as being present at a Board Meeting if he or she is represented by an alternate director duly appointed in accordance with the terms of the Articles and By-Laws (New) and Applicable Law.

5.5      Role of Chairman - The Chairman of the Board for the time being shall preside at Board Meetings. In the event the serving Chairman of the Board is unable to attend or act at any Board Meeting, the Board shall nominate one of their number to serve as acting Chairman at such meeting and such nominee shall have all of the rights and powers of the serving Chairman hereunder at such meeting; provided that such acting Chairman shall be selected from the Directors nominated and appointed by the Party who appointed the serving Chairman.

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5.6      Role of Secretary - The Chairman shall appoint a secretary. The secretary, acting under the direction of the Chairman, shall give not less than 14 days' prior notice (or such lesser period of notice as may be consented to in writing by at least one APB Director and one AML Director) to the Directors of any scheduled or proposed Board Meeting, shall duly record the minutes of all Board Meetings and shall distribute such minutes to each of the Directors and the Shareholders, and shall have such other powers and duties as the Board may determine from time to time. If none of the Directors nominated and appointed by a Shareholder gives notice of any changes that it believes should be made to the minutes within 21 days of receipt of the minutes, all Directors nominated and appointed by such Shareholder shall be deemed to have approved those minutes.

5.7      Power to Replace Directors - Each of APB and AML shall be entitled from time to time by notice to the Chairman of the Board and the other of them to call for a Shareholders' meeting in order to remove any APB Director or AML Director, respectively, and to replace any person who is so removed or who ceases for any other reason to be a APB Director or AML Director, respectively.

5.8      Meetings of Board - The Board will meet at least quarterly provided that either of APB or AML shall be entitled to convene a Board Meeting by giving at least 14 Business Days' prior notice (or such lesser period of notice as may be consented to in writing by at least one APB Director and one AML Director) to the secretary appointed in accordance with Clause 5.6. Unless otherwise decided by the Board, Board Meetings shall be held in Brazil and may be attended by Directors by means of electronic means of communication through which each Director so attending may hear and be heard by all the other Directors so attending.

5.9      Observers - In addition to the Directors nominated by it, each Shareholder shall be entitled to have up to three observers present at each Board meeting.

5.10      Simple Majority - Subject to Clause 4.2 and Article 6, resolutions proposed at Board Meetings shall be valid if passed by a simple majority of votes (including any casting vote of the Chairman permitted to be cast in accordance with this Agreement). Each Director shall have a single vote, provided that where so provided in this Article 5 the Chairman shall also have a casting vote.

5.11      Deadlocks - If and whenever:

5.12      Right to Appoint Directors - Notwithstanding the provisions of Clauses 5.1 and 5.2, if at any time after the Second Option Exercise Date, (i) the Shareholding of any Shareholder falls below 10%, such Shareholder shall not be entitled to appoint or maintain in office any Director, and (ii) APB does not exercise the Third Option, the Board shall appoint one of the AML Directors as Chairman of the Board and such Chairman shall have a casting vote.

6.1      Approval of Reserved Matters - No decision of the Board, nor any decision of the Board of Officers of the Company nor any decision or resolution of the shareholders of the Company shall be of any force or effect in respect of any of the Reserved Matters, and the Parties shall do all acts and things necessary (including exercising voting rights attaching to

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Shares held (or controlled) by them and exercising their right to nominate and terminate the appointment of Directors) to ensure that no action is taken by the Company with respect to any of the Reserved Matters without the unanimous consent of all of the Shareholders save in respect of paragraphs (e), (i) and (j) of the definition of Reserved Matters which will require the unanimous approval of the Board; provided that if at any time after the Second Option Exercise Date, a Shareholder's Shareholding is below 20%, paragraphs (b), (d), (e), (h), (i) and (k) shall not be considered to form part of the definition of Reserved Matters under this Agreement.

7.1      Shareholders Meetings - Meetings of shareholders of the Company shall be held not less frequently than is required under Applicable Law and including for the purpose of the subscription for and issuance of Shares as provided herein.

7.2      Place of Meetings - Meetings of shareholders of the Company shall be held in Brazil (in the City where the registered office of the Company is). Each of the Shareholders (or its representative or proxy present at such meeting) may invite up to three observers to be present at any meeting of shareholders of the Company.

7.3      Quorum - The quorum for any meeting of shareholders of the Company shall consist of the minimum number of shareholders of the Company as may be required to constitute a quorum for such meeting under applicable Law which number shall include all of the Shareholders (or their representatives) in attendance or represented by proxy; provided that if at any time scheduled for a meeting a quorum is not present including because one Shareholder is not represented, then (i) the meeting shall be adjourned by the shareholders present to the same time on the date which is two Business Days thereafter or such other time and/or date as all Shareholders agree, (ii) notice of the adjourned meeting shall be given to all shareholders and (iii) at such adjourned meeting, the quorum shall consist of any one or more shareholders in attendance or represented by proxy.

7.4      Notice of Meeting - Each notice of a meeting of shareholders of the Company shall contain or be accompanied by an agenda of all material matters proposed to be raised at the meeting, together with or referring to previously distributed appropriate supporting material. Only those matters of business referred to in the applicable notice or agenda may be voted on at a meeting of shareholders, unless all Shareholders (or their representatives) are present or represented by proxy at the meeting and so consent.

8.1      Work in Accordance with Approved Work Programmes and Budgets - No work shall be conducted or undertaken nor shall any Expenditure be incurred or funded by the Company (either directly or indirectly through its employees, directors, officers or agents, including the Manager), unless such work or Expenditure is contemplated by an Approved Work Programme and Budget and otherwise complies with the provisions of this Agreement. The Parties agree and acknowledge that the Initial Work Programme and Budget was agreed by the Parties pursuant to the terms of the Framework Agreement and shall constitute an Approved Work Programme and Budget for the purposes of this Agreement.

8.2      Submission of Proposed Work Programmes and Budgets - Unless otherwise approved by the Board:

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8.3      Conduct of Work by Service Companies - Unless otherwise approved by the Board:

8.4      Purpose of Work Programmes and Budgets during Exploration Phase - The Parties hereby expressly agree that the purpose of Initial Work Programme and Budget, the Second Work Programme and Budget and the Third Work Programme and Budget relating to the Exploration Phase of the Pedra Branca Project shall be to evaluate the global tonnage potential of the Project Area and to evaluate the optimal exploitation potential of the Project Area.

8.5      Initial Proposed Work Programme and Budget - The Parties acknowledge and agree that pursuant to the terms of the Framework Agreement, the initial Work Programme and Budget (the " Initial Work Programme and Budget" ) was agreed and that certain aspects of such Work Programme and Budget have been implemented under and in accordance with the terms of the Framework Agreement. Such Initial Work Programme and Budget is attached hereto as Schedule 3, Part A ( Initial Work Programme and Budget ), for further reference. The Parties acknowledge and agree that prior to the Effective Date, approximately US$ 256,153 (two hundred and fifty-six thousand, one hundred and fifty-three United States Dollars) of the work set out in the Initial Work Programme and Budget has been funded by the APB Group and implemented by the AML Group pursuant to and in accordance with the terms of the Framework Agreement. Details of the work so funded are contained in Schedule 3 ( Actual Work and Expenditure ), Part B. The remaining work provided for in the Initial Work Programme and Budget, estimated to be approximately US$ 966,140 (nine hundred and sixty-six thousand, one hundred and forty United States Dollars), shall be implemented by AML under the terms of the AML Services Agreement.

8.6      Second Work Programme and Budget and Third Work Programme and Budget - Subject to Clause 10.9.5, AML and, if applicable, APB shall procure that the Manager delivers to the Board a proposed second Work Programme and Budget (the "Second Work Programme and Budget") in relation to the proposed Second Earn-in Period and a proposed third Work Programme and Budget (the "Third Work Programme and Budget" ) in relation to the proposed Third Earn-in Period:

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8.7      Further Work Programmes and Budgets - Each Party shall prepare and submit to the Board for approval such further Work Programmes and Budgets as it, in its capacity as Manager, is responsible for preparing in accordance with Clause 8.2 covering all proposed works and Expenditures proposed to be undertaken, incurred or funded by the Company in connection with the Pedra Branca Project following the completion of the Initial Work Programme and Budget, the Second Work Programme and Budget and the Third Work Programme and Budget (each such further Work Programme and Budget, a " Further Work Programme and Budget "). The Company shall procure that such Further Work Programmes and Budgets are presented for consideration by the Board (i) during the Exploration Phase, by not later than 60 days prior to and (ii) during the Mining Phase, by not later than 90 days prior to, the end of the Work Programme and Budget then in place and that such proposed Further Work Programmes and Budgets are accompanied by a detailed report in respect of the then current Work Programme and Budget period, including without limitation those matters stipulated in the AML Service Agreement (and any subsequent Services Agreements) as reporting obligations. The Parties shall use their reasonable efforts to procure that the Board approves all Further Work Programmes and Budgets (with such amendments or modifications thereto as may be approved by the Board) in a timely manner and in any event (i) during the Exploration Phase, within 60 days of receipt by the Board of such proposed Work Programme and Budget, and (ii) during the Mining Phase, within 90 days of receipt by the Board of such proposed Work Programme and Budget.

8.8      Content of Work Programmes and Budgets - Each Work Programme and Budget proposed by the Manager, a Party hereto or approved by the Board shall set out, in reasonable detail, the following:

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8.10      Budget Overruns - The Company shall ensure that the terms of the applicable Services Agreement provide that the Manager shall not exceed the budget in an Approved Work Programme and Budget by more than 10% (ten percent) unless expressly authorised by the Board prior to incurring Expenditures to fund such overrun. Budget overruns in excess of 10% which are approved by the Board shall constitute expenditures under an Approved Work Programme and Budget and be paid out of funds from Operations or shall, subject to any Sole Funding, be borne by the Shareholders in proportion to their respective Ownership Interests at the time the permitted or approved overrun occurs. Any such funded expenditures incurred by the Manager under the applicable Services Agreement shall constitute Allowable Expenditures.

10.1      Funding Prior to the Final Earn-in Date - Prior to the Final Earn-in Date and subject to Clause 10.9, APB shall make Advances (at the times and in the manner determined by the Board) in order to fund all Approved Expenditures in connection with the Exploration Phase of the Pedra Branca Project as follows;

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10.2      Funding On and After the Final Earn-in Date - On and after the earlier of (i) the date APB ceases Sole Funding in accordance with Clause 10.9, and (ii) the Final Earn-in Date, and subject to Clause 10.3 and Clause 10.6, APB and AML shall make Advances (at the times and in the manner determined by the Board) in order to fund Approved Expenditures in connection with the Pedra Branca Project pro rata in accordance with their respective Ownership Interests.

10.3      Funding of Feasibility Option - If APB elects under Clause 14.3 to pursue the Feasibility Option, APB shall, subject to Clause 10.9, make Advances (at the times and in the manner determined by the Board) in order to fund all Approved Expenditures required during the Feasibility Period in connection with the Pedra Branca Project. APB shall procure that its Board nominees act at all times in such a manner so as to enable completion of the relevant Mining Feasibility Study prior to the date that is 18 months from the Feasibility Election Date.

10.4      Form of Advances - All Advances required under this Agreement shall, unless otherwise agreed between APB and AML, be made in the form of cash by way of advancements on account of equity subscriptions (for purposes of this Agreement, such Advances in this Clause 10.4 being referred to as " Required Shareholder Funding ") and shall be made in such form as Advances for Future Capitalization. Unless the form of advances changes as contemplated above, the Parties agree that all such Advances for Future Capitalization are amounts that have been irrevocably committed by the relevant funding party to increase capital in the Company. The Parties acknowledge that tax considerations and implications for each of the Shareholders and the Company may impact how the Shareholders and the Company structure the funding obligations hereunder and agree that they will at all times take such considerations in respect of all such parties into account in determining whether the form of Advances shall be by means of capital contributions, contributed surplus or Shareholder loans.

10.5      Cash Calls - the Company shall, not less than 21 days prior to the commencement of each quarter in respect of which Approved Expenditures will be incurred, by notice in writing to APB and/or AML (each, a " Cash Call ") demand that such Party make such Advances as such Party is required to make in accordance with this Clause 10. Advances validly demanded pursuant to each Cash Call shall be made by the relevant Party not later than five days before the beginning of the relevant quarter to be funded. The amount of each cash call shall be in accordance with the then applicable Approved Work Programme and Budget, provided however that the Company may make adjustments to any Cash Call schedule provided for in an Approved Work Programme and Budget due to the normal timing differences (acceleration or delay of specific work items under the implementation of Approved Work Programmes and Budgets) that may occur within a quarter. The Company will provide an explanation for any such adjustments to the Shareholders as part of the applicable Cash Call.

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10.6      Election to Fund an Approved Work Programme and Budget - Subject to the Sole Funding provisions of this Agreement, the Board shall determine the extent to which and the sources from which funds shall be required to fund an Approved Work Programme and Budget. In making such determination, the Board shall, if applicable, consider financing and operating cash flows before funding by contribution from Shareholders. If an Approved Work Programme and Budget is to be funded by contributions from Shareholders, each Shareholder shall, by notice to the Board within 20 Business Days after receipt of such Approved Work Programme and Budget, elect to contribute to such Approved Work Programme and Budget:

10.7      Approved Work Programme and Budget to be Fully Subscribed - If, following all elections having been made pursuant to Clause 10.6, an Approved Work Programme and Budget is not fully subscribed, then a Shareholder which has fully subscribed shall have a period of 10 Business Days to elect to contribute to that portion of the Approved Work Programme and Budget then not subscribed for, proportionate to its Ownership Interest, unless the Shareholders who have fully subscribed agree otherwise. This procedure shall be repeated as often as is necessary until the Approved Work Programme and Budget is fully subscribed or until no subscribing Shareholder remains who is willing to subscribe for the whole of the unsubscribed portion of the Approved Work Programme and Budget. If the Shareholders who have fully subscribed elect to do so, the Ownership Interests of the Shareholders who have not shall be recalculated, as at the date of such further subscription, in accordance with Clause 11.6. If such Approved Work Programme and Budget is still not fully subscribed, then the Board shall curtail or modify the Approved Work Programme and Budget to be consistent with the level of funding subscribed by the Shareholders. The Company shall not proceed with an Approved Work Programme and Budget which is not fully subscribed.

10.8      Failure to Advance Required Shareholder Funding - The Shareholders acknowledge that, if a Shareholder fails to advance any Required Shareholder Funding when due pursuant to a Cash Call (a "Funding Default" ), it will be difficult to measure the damages resulting there from. If a Shareholder fails to Advance the Required Shareholder Funding, the Company shall give notice to such defaulting Shareholder and, if such failure is not cured within 30 Business Days after delivery of such notice of default, the non-defaulting Shareholder may elect one of the following remedies by giving notice of such election to the defaulting Shareholder and the Company:

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10.9      APB Election to Cease Sole Funding - APB may, at its sole discretion, elect to cease Sole Funding under Clause 10.1 and/or, if applicable, Clause 10.3 at any time during the relevant earn-in or funding period, provided however:

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10.10      Emergency Funding - Notwithstanding anything in this Agreement, the Company may at any time incur, and may require the Shareholders to fund, Allowable Expenditures that the Manager determines (acting reasonably), and the Board agrees, are necessary to protect life or property or the assets of the Company or to comply with Applicable Laws without an Approved Work Programme and Budget. The Company shall promptly notify the Shareholders of the occurrence of any of the circumstances referred to herein. Upon receipt of an emergency cash call made on written notice by the Company and delivered to the Shareholders in accordance with this Agreement, the Shareholders shall advance any funding referred to in this Clause 10.10 and requested in such emergency cash call, pro rata to their respective Shareholdings on the date specified in such emergency cash call.

11.1      Shareholding to Equal Ownership Interest - It is the intention of the Parties that, subject to the Shareholding of APB prior to the First Option Exercise Date, which Shareholding shall be deemed to be 1%, the Shareholding of each Party shall at all times be equal to the Ownership Interest of such Party, in each case as determined in accordance with this Agreement.

11.2      Determination of Ownership Interest - The Ownership Interests of each Shareholder shall be determined in accordance with the provisions of this Agreement provided, however, that (i) prior to the First Option Exercise Date APB's Ownership Interest shall be as provided for in Clause 11.1 and AML's Ownership Interest shall be 100% less APB's deemed Ownership Interest as aforesaid, (ii) prior to the Final Earn-in Date, APB's Ownership Interest shall be increased only as provided for in Clause 13, (iii) upon the exercise of the Feasibility Option, the Ownership Interest of APB shall be deemed to be 60%, and (iv) upon the exercise of the Finance Option, the Ownership Interest of APB shall be deemed to be 65%.

11.3      Changes in Ownership Interest as between Shareholders - A Shareholder's Ownership Interest shall be changed:

11.4      Adjustments to Shareholdings - If the Ownership Interests change, and the Shareholding held by APB or AML is not equal to its Ownership Interest, the Shareholders shall procure that and the Company shall, as applicable, (i) issue additional Shares at their par value to the Shareholder (an "Increasing Shareholder" ) whose Shareholding is less than its Ownership Interest, and/or (ii) consent to any transfers of Shares as may be implemented as contemplated under this Agreement, in either case so that the total number of issued Shares held by the Increasing Shareholder is such that the new Shareholdings correspond with the changed Ownership Interest.

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11.5      Notification of Change in Shareholdings - The Company shall, as soon as practicable following the exercise of any Option or any other share adjustment pursuant to Clause 11.4 and upon written request of a Shareholder from time to time, confirm to each of the Shareholders in writing (i) the number of Shares that are held by each Shareholder and the total number of issued Shares, (ii) that all of the Shares referred to in (i) above have been validly issued by the Company and credited as fully paid and (iii) that the Shares referred to in (i) above have been registered in the Company's share register.

11.6      Voluntary Reduction in Ownership Interest - If a Shareholder elects pursuant to Clause 10.6 to contribute to an Approved Work Programme and Budget in some lesser amount than its Ownership Interest, or not at all, the Ownership Interest of that Shareholder (the " Reducing Shareholder ") shall be recalculated at the time of election in accordance with the following formula:

X =	A
	A + +* D -E)* F

           where:

11.7      Reduction in Ownership Interest on Funding Failure - A Shareholder who has failed to advance Required Shareholder Funding or defaults in repayment of a Default Loan, shall if the non-defaulting Shareholder has made an election under Clause 10.8.2, have its Ownership Interest recalculated at the time of election by the non-defaulting Shareholder in accordance with the formula set out in Clause 11.6 provided that for this purpose, "F" shall equal 1.0 and not 0.2.

11.8      Elimination of Minority Interest - Upon reduction of its Ownership Interest to less than 10%, the Reducing Shareholder shall be deemed to have offered to sell all Interests owned or held by such Reducing Shareholder (the " Offered Interest ") to the other Shareholder for:

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12.1      Issuance of Company Loans - Should the Parties unanimously agree, in accordance with the terms of this Agreement, to fund Advances by way of Shareholders' loans, such loans shall be evidenced by Company Loan Notes.

12.2      Repayment of the Company Loans - No holder of a Company Loan Note shall be entitled to demand, and the Company shall not make, payment of any Indebtedness under any Company Loan Note unless (i) payment is made in compliance with any distribution policy adopted by the Board in accordance with this Agreement, and (ii) the holder of the majority principal amount of Aggregate Indebtedness evidenced by the Company Loan Notes outstanding at such time has consented to such demand and payment.

12.3      Transfer of the Company Loan Notes with Shares - The Parties agree that upon the transfer by a Party (referred to in this Clause as the " transferor ") of any Shares pursuant to the terms of this Agreement to any Party (referred to in this Clause as the " transferee "), a corresponding amount of the Indebtedness evidenced by the Company Loan Notes representing the percentage of such Indebtedness which is equal to such percentage of Shares being transferred, shall be deemed to be simultaneously transferred to the transferee. The Company shall cancel and, if applicable, reissue in a lower face value any Company Loan Notes to evidence the reduction of Indebtedness owing to the transferor and reissue in the name of the transferee a Company Loan Note to evidence the increase in Indebtedness owing to the transferee.

13.1      APB Earn-in Options - AML shall procure that the Company grants and the Company hereby grants to APB (and/or to such other member or members of the APB Group as may from time to time be nominated by APB by notice in writing from APB) the following exclusive options (collectively the " Earn-in Options ") to subscribe for, with effect on the date of exercise of the relevant Earn-in Option, the relevant number of Shares:

13.2      Exercise of Option - The Earn-in Options, respectively, shall be deemed to have been exercised by APB immediately on:

13.3      Subscription of Shares with Ownership Interest - On the relevant exercise date APB (and/or to such other member of the APB Group as may be nominated by APB by notice in writing from APB) shall subscribe for such number of Shares (as applicable, the " First 15%

Shares ", the " Second 15% Shares " or the " Further 21% Shares ", and collectively, the " Earn-In Shares " ) as will represent, at the date of exercise of the relevant Option, 15%, 15% and 21%, respectively, of the issued Shares in the capital of the Company as at that date and the Shareholders shall procure that and the Company shall issue such Earn-In Shares, as applicable, to APB. APB (and/or such other member of the APB Group as may be nominated by APB by notice in writing from APB) shall be deemed to have increased its corresponding percentage Ownership Interest by the relevant percentage and no further consideration shall be payable in respect of the increase in such Ownership Interest. If required by APB or under Applicable Law, the Company shall execute such separate subscription option agreement or other instrument evidencing the relevant Earn-in Option as may be reasonably required by APB, which agreement or other instrument shall contain terms and conditions which are consistent with this Article 13 and the Transfer and Subscription Terms and such other terms and conditions as are customarily included in such agreements or instruments.

13.4      Subscription Price for Earn-in Shares The purchase price for the relevant percentage of Shares acquired from time to time upon each of the relevant exercise dates shall be deemed to have been satisfied by APB having completed the funding obligations relevant to the corresponding Option. Any subscription for the Earn-in Shares shall be done at par value with the remainder of the total Advances made funded on account of the relevant equity subscription being allocated to the share premium account maintained by the Company.

13.5      Transfer and Subscription Terms - The Earn-in Shares shall be subscribed for in accordance with the Transfer and Subscription Terms.

13.6      Dividends on Earn-in Shares - From and after the date of exercise of the applicable Option to the date of registration in the share register of the Company of the First 15% Shares, the Second 15% Shares or the 21% Shares, as applicable, in the name of APB (and/or such other member of the APB Group as may be nominated by APB by notice in writing from APB) there shall be no dividends declared or paid or other distributions made by the Company during such time.

13.7      Waiver of Pre-Emption Rights under Applicable Law - The Shareholders hereby waive all rights of pre-emption as may arise under applicable Law in respect of any Shares and acknowledge and agree that they shall only hold such rights of pre-emption to any Shares as provided for in this Agreement.

14.1      Feasibility Option - AML shall procure that the Company shall grant and the Company hereby grants to APB (and/or to such other member or members of the APB Group as may from time to time be nominated by APB by notice in writing from APB) an option (the " Feasibility Option ") to subscribe for, with effect on the date of exercise of the Feasibility Option, the Feasibility Shares.

14.2      Financing Option - AML shall procure that the Company shall grant and the Company hereby grants to APB (and/or to such other member or members of the APB Group as may from time to time be nominated by APB by notice in writing from APB) an option (the " Finance Option ") to subscribe for, with effect on the date of exercise of the Finance Option, the Finance Shares.

14.3      Election to Proceed with Feasibility Option - APB shall, by notice in writing delivered within 60 days of the earlier of (i) the Final Earn-In Date, and (ii) the date the Board of the Company determines to proceed with the preparation of a Mining Feasibility Study, advise AML and the Board whether it wishes to proceed with the funding obligations required to enable APB to exercise the Feasibility Option, as such funding obligations are set out in Clause 10.3 (the " Feasibility Election Date ").

14.4      Exercise of Feasibility Option - The Feasibility Option shall be deemed to have been exercised by APB on the Feasibility Option Exercise Date.

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14.5      Subscription for Feasibility Shares with Ownership Interest - On the Feasibility Option Exercise Date, APB (and/or to such other member of the APB Group as may be nominated by APB by notice in writing from APB) shall subscribe for such number of Shares (the " Feasibility Shares ") as represents, at the Feasibility Option Exercise Date, 9% of the issued Shares in the capital of the Company as at that date and the Shareholders shall procure that and the Company shall issue such Shares, as applicable, to APB. APB (and/or such other member of the APB Group as may be nominated by APB by notice in writing from APB) shall be deemed to have increased its corresponding percentage Ownership Interest by 9% and no further consideration shall be payable in respect of the increase in such Ownership Interest.

14.6      Subscription Price for the Feasibility Shares - The subscription price for the Feasibility Shares acquired shall be deemed to have been satisfied by APB having completed the funding obligations set out in Clause 10.3. Any subscription for the Feasibility Shares shall be done at par value with the remainder of the total Advances funded on account of such equity subscription being allocated to the share premium account maintained by the Company.

14.7      Election to Proceed with Finance Option - Subject to APB having exercised the Feasibility Option, APB shall, by notice in writing delivered within 60 days of the approval by the Board to proceed with formal development of all or any part of the Pedra Branca Project into the Mining Phase (such approval being based on the Mining Feasibility Study), advise AML and the Board whether it wishes to proceed with the obligations required to enable APB to exercise the Finance Option.

14.8      Exercise of Finance Option - The Finance Option shall be deemed to have been exercised by APB on the Finance Option Exercise Date; provided however that (i) the Project Financing Plan in respect of which the Finance Option may be exercised shall have been delivered by APB to the Board within 120 days from the date on which the Board formally approves the Mining Feasibility Study, and (ii) the Project Financing Plan provides for funding to be made available to the Company within 180 days from the date on which the Board formally approves the Mining Feasibility Study. If the funding contemplated by the Project Financing Plan is not to be made available to the Company within 180 days from the date on which the Board formally approves the Mining Feasibility Study and the Board has not approved any later date for such availability unanimously, the Finance Option shall terminate; provided however that should the Board not approve any requested extension and, within a 180 days of such rejection approve and implement a subsequent financing plan for the development of all or any part of the Properties as contemplated in the Mining Feasibility Study approved by the Board on substantially the same terms and conditions as the Project Financing Plan, then the Finance Option shall be deemed to have been reinstated and APB shall be entitled to exercise same and receive the Finance Shares.

14.9      Subscription for Finance Shares with Ownership Interest - On the Finance Option Exercise Date APB (and/or to such other member of the APB Group as may be nominated by APB by notice in writing from APB) shall subscribe for such number of Shares (the " Finance Shares ") as represents, at the Finance Option Exercise Date, 5% of the issued Shares in the capital of the Company as at such date and the Shareholders shall procure that and the Company shall issue such Shares, as applicable, to APB. APB (and/or such other member of the APB Group as may be nominated by APB by notice in writing from APB) shall be deemed to have increased its corresponding Ownership Interest by 5% and no further consideration shall be payable in respect of the increase in such Ownership Interest.

14.10      Subscription Price for the Finance Shares - The subscription price for the Finance Shares acquired shall be deemed to have been satisfied by APB having delivered to the Board of the Company a Project Financing Plan on the terms set out in Clause 14.8 above, it being

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understood by the Parties that, as contemplated in Clause 11.4, any subscription for such Finance Shares shall be implemented at par value.

14.11      Transfer and Subscription Terms - The Feasibility Shares and the Finance Shares shall be subscribed for in accordance with the Transfer and Subscription Terms. If required by APB or under Applicable Law, the Company shall execute such separate subscription option agreement or other instrument evidencing the Feasibility Option or the Finance Option, as applicable, as may be reasonably required by APB, which agreement or other instrument shall contain terms and conditions which are consistent with this Article 14 and the Transfer and Subscription Terms and such other terms and conditions as are customarily included in such agreements or instruments.

14.12      Voting of Feasibility Shares and Finance Shares - From and after the Feasibility Option Exercise Date or the Finance Option Exercise Date, as applicable, to the date of registration in the share register of the Company of the relevant number of Shares in the name of APB (and/or such other member of the APB Group as may be nominated by APB by notice in writing from APB), AML shall only exercise any voting rights attaching to a number of Shares held by it corresponding to the number of Feasibility Shares or Finance Shares, as applicable, in accordance with the written instructions of APB and, if required by APB, shall deliver to APB a power of attorney in form and substance satisfactory to APB acting reasonably for the purpose of enabling APB or any of its Authorised Representatives to exercise such voting rights.

14.13      Dividends on Feasibility Shares and the Finance Shares - From and after the Feasibility Option Exercise Date or the Finance Option Exercise Date, as applicable, to the date of registration in the share register of the Company of the relevant number of Shares in the name of APB (and/or such other member of the APB Group as may be nominated by APB by notice in writing from APB) there shall be no dividends declared or paid and other distributions made by the Company other than as expressly approved by the Board during such time.

15.1      Applicable HSEC Standards - All activities carried out under this Agreement shall be governed by health, safety, environment and community policy and standards (the " Applicable HSEC Standards ") that shall be agreed by the Parties both with respect to content and application and shall be documented by the Parties in agreed form. The Applicable HSEC Standards shall be appropriate for the specific Operations overseen by the Manager and shall take into account the APB Group Policies, any relevant policies of members of the SRC Group and requirements under Applicable Law. Each Party to this Agreement hereby procures that the Applicable HSEC Standards will be agreed and adopted by the Company.

15.2      APB Group Policies - AML acknowledges that it is aware of the provisions of the business code of conduct and the health, safety, environmental and community policies and fatal risk protocols of the APB Group (collectively, the " APB Group Policies ") and that copies of the same have been provided to AML by APB.

15.3      Changes to Applicable HSEC Standards - If the character of the activities to be carried out under this Agreement or the contractual relationship of the Parties changes in any material way, any Party may, acting reasonably and in good faith, request an amendment of the Applicable HSEC Standards to address such changes in the activities, which request shall not be unreasonably denied by the other Parties.

15.4      Conduct of Operations - During the term of this Agreement, the Company shall and shall cause the Manager to:

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16.1      Negotiations Relating to Mining Concessions - APB and AML will procure that the Company will as soon as practicable after the Effective Date enter into negotiations and discussions with the DNPM, with the objective that the DNPM will agree, subject to Applicable Law, on matters relevant to the Pedra Branca Project including, without limitation, the deferral of the decision in respect of the final exploration reports filed in respect of claims no. 800.095/99 and no. 800.097/99 and that the Company shall be granted as much time as it may require to complete the Exploration Phase.

16.2      Establishment of Contingency Fund - The Shareholders shall cause the Company to establish and administer a contingency fund (the " Contingency Fund ") by no later than the Final Earn-In Date, to be funded as part of an Approved Work Programme and Budget. Contingency Fund monies, if any, shall be invested and re-invested by the Company in such liquid investments as the Board may from time to time authorize. To the extent possible under then existing tax laws, the Contingency Fund shall be set up and administered in such a manner as to provide the most beneficial tax treatment to first, the Company, and second, the Shareholders. The moneys deposited in the Contingency Fund shall be used by the Company in order to satisfy the legal obligations of the Company in connection with the permanent or temporary shutdown in whole or in part of any mine on the Properties, whether or not such obligations are recognized in the accounts of the Company and including, without limitation, the requirement of any Governmental Authority to post reclamation bonds or deposits, all anticipated costs of reclamation of the surface lands covered by the Properties and other environmental rehabilitation as may be required by any Governmental Authority and any obligation for severance pay and pensions for employees.

16.3      Environmental Indemnity - Solitario and AML shall fully indemnify and hold harmless APB and its officers, directors, employees, agents, attorneys and any member of the APB Group in respect of all Indemnified Losses incurred by such person in connection with the estimated costs of reclamation of the surface lands to the Properties and other environmental rehabilitation as may be required by any Governmental Authority (whether or not such obligations are recognised in the accounts of the Company) accrued to the date of the Letter Agreement.

16.4      Sale of Product

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17.1      Area of Interest - If, during the term of this Agreement, any Shareholder (the " Acquiring Shareholder ") stakes or otherwise acquires an interest in any property within the Area of Interest (the " Additional Claims "), then the Acquiring Shareholder shall forthwith give notice to the other Shareholder of that staking or acquisition, the cost thereof and all details in possession of the Acquiring Shareholder with respect to the nature and location of the Additional Claims and the known mineralization, if any.

17.2      Election to Acquire - The other Shareholder(s) may, within 30 days of receipt of the Acquiring Shareholder's notice, elect, by notice to the Acquiring Shareholder, to require that the Additional Claims be included in and thereafter form part of the Properties for all purposes of this Agreement. If any Shareholder makes the election contemplated in this Clause 17.2, then the Additional Claims shall be included in and thereafter form part of the Properties and the other Shareholder shall reimburse the Acquiring Shareholder for its staking

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or acquisition costs in proportion to its Ownership Interest at that time and the Acquiring Shareholder shall enter into such transfer documentation as is required to transfer such Additional Claims to the Company. If the other Shareholder does not make the election contemplated in this Clause 17.2, then the Additional Claims acquired will not form part of the Properties and the Acquiring Shareholder will be solely entitled thereto.

18.1      Financing Plan - Unless otherwise approved by the Board, each of the Shareholders acknowledge that a financing plan for the development of the Pedra Branca Project, including the Project Financing Plan, may include the following characteristics:

19.1      Covenants of AML - AML hereby covenants and agrees with APB that upon the execution of this Agreement, AML shall, and AML shall procure that the Company shall, if requested to do so by APB by notice in writing and this is possible under Applicable Law, register the Interest of APB with the appropriate Governmental Authority to properly evidence this Agreement, or the substance of this Agreement, and protect the rights and interests of APB acquired hereunder from adverse claims by third parties.

19.2      Covenants of APB - APB hereby covenants and agrees with AML that APB shall procure that should a member of the APB Group become Manager, such member (i) considers in good faith (without any obligation to purchase) purchasing equipment from the AML Service Company and (ii) considers in good faith (without any obligation to assume) the assumption of the rights and obligations of AML Service Company under its drilling, bulk sampling, earth moving and other service contracts relating to the Pedra Branca Project.

19.3      Covenants of APB and AML - Each of APB and AML covenants and agrees with the other Party as follows:

19.4      Covenants of all Parties - Each of the Parties hereby covenants and agrees with the other Parties as follows:

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20.1      Guarantee of AML's Obligations - In consideration of APB entering into this Agreement with AML, Solitario hereby irrevocably and unconditionally undertakes and guarantees the full, prompt and complete performance by AML of all its obligations under this Agreement. The guarantee contained in this Clause 20.1 is a continuing guarantee and shall survive termination of this Agreement and shall remain in full force until all obligations of AML under this Agreement have been fully performed.

20.2      Guarantee of APB's Obligations - In consideration of AML entering into this Agreement with APB, RPM hereby irrevocably and unconditionally undertakes and guarantees the full, prompt and complete performance by APB of all its obligations under this Agreement. The guarantee contained in this Clause 20.2 is a continuing guarantee and shall survive termination of this Agreement and shall remain in full force until all obligations of APB under this Agreement have been fully performed.

21.1      Indemnity from AML - AML shall fully indemnify and hold harmless APB and its officers, directors, employees, agents, attorneys and any member of the APB Group in respect of all Indemnified Losses incurred by such person in connection with or arising as a result of (i) any breach by AML of any representation and warranty made by it in this Agreement, (ii) any material breach by AML of any of its obligations hereunder, or (iii) the invalidity or unenforceability of the transactions contemplated in this Agreement.

21.2      Indemnity from APB - APB shall fully indemnify and hold harmless AML and its officers, directors, employees, agents, attorneys and any member of the AML Group in respect of all Indemnified Losses incurred by such person in connection with or arising as a result of (i) any breach by APB of any representation and warranty made by it in this Agreement, (ii) any material breach by APB of any of its obligations hereunder, or (iii) the invalidity or unenforceability of the transactions contemplated in this Agreement.

22.1      Representations and Warranties - Each Party represents and warrants to the others that the statements made by it in Schedule 8 ( Representations and Warranties ) are true, accurate and not misleading as of the dates set out in such Schedule, and that each such statement shall be true, accurate and not misleading as of the respective dates thereof (as though repeated then).

22.2      Survival and Acknowledgement - The representations and warranties set forth in Schedule 8 ( Representations and Warranties ) shall survive the execution and delivery of this Agreement and continue in full force and effect until the expiry of the relevant limitation periods under Applicable Law.

23.1      Books and Records - The Parties shall procure that full, complete and accurate books of account, records and information with respect to the affairs of the Company are maintained and kept at the registered office of the Company (and such other place as the Board may deem desirable or as may be required by Applicable Law). Entries shall be made in such books of account and records of all such matters, transactions and things as are usually written and entered in books of account and records kept by persons or entities engaged in businesses similar to the Business and electronic records shall be kept where feasible. Each of APB and AML shall have the right, acting reasonably, to audit, examine, and make copies of or extracts from the books of account and records of the Company at all reasonable times during usual business hours. Such right may be exercised through any agent or employee of

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such Party designated by it, or by an independent chartered accountant or adviser designated by such Party. Each of APB and AML shall bear all expenses incurred in any examination made for such Party's account.

23.2      Annual Audited Financial Statements - Within 90 days after the end of each Financial Year (or such shorter period as may be approved by the Board) there shall be provided to the Board audited consolidated and unconsolidated financial statements of the Company, expressed in United States Dollars and prepared in accordance with IFRS consistently applied, together with a report of the auditors of the Company thereon. The Parties acknowledge that under Applicable Law, the Company must prepare and have approved by the Shareholders annual financial statements expressed in Brazilian currency and prepared in accordance with Brazilian generally accepted accounting practice and that such accounts will be prepared by the Board of Officers of the Company as provided for in the Articles and By-Laws (New).

23.3      Management and Financial Reports - The Parties shall procure that the Services Agreement provides for the Manager to provide to the Board a management and financial report in respect of the Pedra Branca Project, quarterly during the Exploration Phase and monthly during the Mining Phase, within 20 Business Days after the end of the relevant quarter or month, as the case may be. Such report shall contain such financial and operating information as set out in the relevant Services Agreement or as may be reasonably requested from time to time by APB or AML.

25.1      Confidential Information - Each of the Parties agrees that it shall at all times treat all Confidential Information as strictly confidential and that, except as may be expressly permitted by a written agreement between the Parties, it shall not, directly or indirectly, at any time or under any circumstances:

25.2      Excluded Information - For purposes of Clause 25.1, Confidential Information shall exclude any knowledge or information which:

25.3      Notice of Disclosure - In the event that a Party becomes legally compelled to disclose any Confidential Information, such party will provide the other Parties with prompt notice so that they may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Article 25. In the event that such protective order or other remedy is not obtained, or that the other Parties waive compliance with the provisions of this Article 25, such Party may disclose only that portion of such Confidential Information which such Party, after receiving legal advice, is legally required to disclosed and shall co-operate with other Parties at the Company's expense to obtain reliable assurance that confidential treatment will be afforded such information that is so disclosed.

27.1      Procedure for Resolving Disputes - Save for those matters referred to Schedule 2 ( Expert Determination ) in accordance with this Agreement, disputes between the Parties arising out of or pursuant to the provisions of this Agreement will be referred for resolution in accordance with the provisions of this Article 27.

27.2      Consultation and Referral - In the event of any dispute, difference, claim, controversy or question between the Parties, directly or indirectly arising at any time under, out of, in

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connection with or in relation to this Agreement (or the subject matter of this Agreement) or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this Agreement (a " Dispute "), the affected Parties (the " Disputing Parties ") shall, in the first instance, forthwith refer the Dispute for resolution between the CEO of Solitario and the Executive Director of RPM responsible for RPM's international platinum group metals business, and if such dispute cannot be resolved within 30 Business Days of such referral, may refer such Dispute for arbitration in accordance with the provisions of Clause 27.3.

27.3      Arbitration -

28.1      Transfers Prohibited - Except as expressly provided in this Agreement, a Shareholder may not, directly or indirectly, sell, transfer, assign or otherwise dispose of, or grant or suffer to exist any Encumbrance or other interest in, any Interest of such Shareholder or agree to do any of the foregoing.

28.2      Permitted Transfers - Notwithstanding Clause 28.1, a Shareholder may:

28.3      Right of First Refusal - If a Shareholder proposes to sell, transfer and assign all, but not less than all, of the Interests held by it pursuant to Clause 28.2.2:

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28.4      Change of Control - If a member of the AML Group proposes to enter into a transaction or series of transactions that will result in a Change of Control of AML, any of its holding companies or Solitario or if any such Change of Control occurs, APB shall have the option, within 60 days of becoming aware of the proposed transaction or the occurrence of the applicable Change of Control, to purchase the Interests (the "Sold Interest" ) held by AML from AML at a purchase price equal to 100% of the Fair Value of the Sold Interest. The purchase price of the Sold Interest shall be determined by the Expert in accordance with the procedure set out in Schedule 2 ( Expert Determination ) hereto and the terms of Clauses 29.1.2 and 29.1.3 shall apply mutatis mutandis .

29.1      Event of Default Option -

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29.2      Definition of Event of Default - For the purpose of Clause 29.1, an event of default is committed or caused by a Shareholder if:

29.3      Exclusivity of Remedies -

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30.1      Addresses for Notice - The Parties specify as address for notices for all purposes of and in connection with this Agreement as follows:

30.2      Changes to Address - The Parties shall be entitled to change their address for notices from time to time, provided that any new address for notices selected shall not be a box number and any such change shall only be effective upon receipt of notice in writing by the other Parties of such change.

30.3      Giving of Notice - All notices, demands, communications or payments intended for any Party shall be made or given at such Party's address for notices for the time being.

30.4      Valid Notice - A notice sent by one Party to another Party shall be deemed to have been received:

30.5      Actual Receipt - Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its address for notices.

33.1      Entire Agreement - This Agreement and the documents referred to herein constitute the entire obligation of the Parties with respect to the subject matter hereof and shall supersede any prior expressions of intent or understandings with respect to this

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Agreement. Any amendment to, waiver by any Party of any of the terms or conditions of, or consent given by any Party under, this Agreement (including, without limitation, this Clause 33.1) shall be in writing, signed by the relevant Party and, in the case of an amendment, by all Parties.

33.2      Waiver - No indulgence which any Party (the " grantor ") may grant to the others (the " grantees ") shall constitute a waiver of any of the rights of the grantor, who shall not thereby be precluded from exercising any rights against the grantees which might have arisen in the past or which might arise in the future.

33.3      Severability - If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, such provision shall be deemed to be severed from this Agreement but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

33.4      Conflict - In the event of any conflict or inconsistency between any provision of this Agreement and the provisions of the existing articles of association and by-laws of the Company, and the Articles and By-Laws (New), the provisions of this Agreement shall, as regards the respective rights and obligations of the Parties, govern and prevail (unless a contrary intention is clearly evidenced in such other document(s)).

35.1      Event of Force Majeure - A Party shall not be in default of any obligation it has under this Agreement to the extent that the performance of such obligation is prevented, hindered or delayed by an unforeseen event occurring beyond such Party's control (that is, the occurrence or effects of which the Party could not prevent) other than shortage of funds (each, an " Event of Force Majeure "). Event of Force Majeure shall include, but is not limited to, the following events:

35.2      Notification and Mitigation - A Party affected by an Event of Force Majeure shall notify the other Parties in writing forthwith after the occurrence of such an event. The notification shall include a description of the Event of Force Majeure, the date of commencement thereof and an estimate of its probable duration. The affected Party shall diligently attempt to eliminate or mitigate the effects of the Event of Force Majeure.

35.3      Affected Party Excused from Performance - The Party giving notice of the Event of Force Majeure shall be excused from the performance of its contractual obligations affected by the Event of Force Majeure for so long and so far as the circumstances of prevention, hindrance or delay of such obligations may continue. Upon the termination of the Event of Force Majeure, the performance of this Agreement shall be completed as originally agreed with such adjustments as may be required to reflect the occurrence of the Event of Force Majeure.

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By: /s/ V. Galliez                        

Name: V. GALLIEZ
Title: Director
Date:
Place: Rio de Janeiro, Brazil

By: /s/ C. Melcher                       

Name: C. MELCHER
Title: Director
Date:
Place: Rio de Janeiro, Brazil

By: /s/ M.A.G.V. Goncalves        

Name: M. A. G. V. GONÇALVES
Title: Director
Date:
Place: Rio de Janeiro, Brazil

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By: By: /s/ M.A.G.V. Goncalves        

Name: M. A. G. V. GONÇALVES
Title: Director
Date:
Place: Rio de Janeiro, Brazil

By: /s/ L. Azevedo                              

Name: L. AZEVEDO
Title: Director
Date:
Place: Rio de Janeiro, Brazil

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By: /s/ N. Mbazima                       

Name: N. MBAZIMA
Title: Executive Director, Finance
Date:
Place: Johannesburg, South Africa

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By: /s/ C. Herald                                 

Name:   C. HERALD
Title:    President & CEO
Date:
Place: Denver, Colorado

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Acronyms:
          Unamgem means Unamgem Mineracao e Metalurgia S.A..
          Carnauba means Carnaúba Mineracao Ltda..
          PBM means Pedra Branca do Brasil Mineracao Ltda..

Applications for exploration licenses :

1      Representations and Warranties of AML and Solitario - Each of AML and Solitario (a) represent and warrant to APB that as of the Effective Date the representations and warranties set forth in this Section 1.1 are true and correct (and such representations and warranties shall survive the execution and delivery of this Agreement and continue in full force and effect thereafter) and (b) acknowledges and confirms that APB is relying on such representations and warranties in entering into this Agreement:

1.1      The Company is a corporation duly incorporated and existing under the laws of Brazil and is duly qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which the nature of its assets or business makes such qualification necessary or where failure to be so qualified would have a material adverse effect on its business or its ability to fulfil its obligations under this Agreement;

1.2      AML is a sociedade limitada duly incorporated and existing under the laws of Brazil and is duly qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which the nature of its assets or business makes such qualification necessary or where failure to be so qualified would have a material adverse effect on its business or its ability to fulfil its obligations under this Agreement;

1.3      Each of AML, Solitario and the Company has all necessary corporate power and authority to enter into and perform this Agreement and any agreement and instrument referred to in or contemplated by this Agreement;

1.4      The execution, delivery and performance by AML, Solitario and the Company of this Agreement and any other agreement or instrument referred to in or contemplated by this Agreement have been duly authorised by all necessary corporate action on the part of AML, Solitario and the Company;

1.5      This Agreement and all other agreements or instruments to be executed and delivered by AML, Solitario or the Company hereunder have been (or shall be when executed and delivered) duly executed and delivered by AML, Solitario or the Company (as the case may be) and constitute (or shall constitute when executed and delivered) legal, valid and binding obligations of AML, Solitario or the Company (as the case may be) enforceable against AML, Solitario or the Company (as the case may be) in accordance with their respective terms;

1.6      Compliance by AML, Solitario and the Company with the terms of this Agreement and the documents referred to in it shall not breach or constitute a default under (i) any provision of the articles of association and by-laws or equivalent constitutional documents of AML, Solitario or the Company, (ii) any agreement or instrument to which AML, Solitario or the Company is a party or by which it is bound or (iii) any order, judgment, decree or other restriction applicable to AML, Solitario or the Company;

1.7      The authorised share capital of the Company consists of Reais 4 012 575.00 divided into 4 012 575 Shares of Reais 1.00 each;

1.8      4 012 575 Shares have been allotted and issued, are fully paid up and are outstanding, legally and beneficially owned by AML free of any Encumbrance, and no commitment has been given by AML, Solitario or the Company to sell, transfer or assign any ownership interest in any issued or unissued Shares or other securities of the Company (except as provided in this Agreement) or create an Encumbrance affecting any issued or unissued Shares or other securities of the Company and no person has claimed any rights in connection with any of those things;

1.9      The Company (i) does not hold or beneficially own, and has not agreed to acquire, any securities of any corporation, (ii) has not agreed to become a member of any partnership or

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other unincorporated association, joint venture or consortium and (iii) does not have any branch or permanent establishment outside of Brazil;

1.10      Prior to the date hereof the Company has not carried on any business and is not a party to any contracts except in connection with the Pedra Branca Project;

1.11      The Company has not incurred any Expenditures (other than Eligible Initial Investment Costs) or incurred any liabilities;

1.12      The copies of the articles of association and by-laws of the Company provided to APB in connection with the execution of this Agreement are true, accurate and complete in all respects and copies of all the resolutions and agreements required to be annexed to or incorporated in those documents by Applicable Law are annexed or incorporated;

1.13      All statutory books and registers of the Company have been properly kept and no notice or allegation that any of them is incorrect or should be rectified has been received by the Company;

1.14      All returns, particulars, resolutions and other documents which the Company is required by law to file with or deliver to any authority in any jurisdiction have been correctly made up and filed or, as the case may be, delivered;

1.15      Each of AML and Solitario have delivered to APB all relevant data and information in its possession or under its control (including all Mining and Prospecting Information) relating to the Company, AML, the Properties and the mineral potential of the Project Area;

1.16      All written information relating to the Company and the Pedra Branca Mineral Rights which shall have been provided by AML and/or Solitario or their respective directors, employees, advisors or agents in connection with this Agreement, including the information set out in the Recitals to this Agreement and the information provided pursuant to the Framework Agreement shall be accurate in all material respects and shall not omit to state any fact necessary to make such information not misleading;

1.17      No Director or officer of the Company or any other person has entered into any agreement or contract with the Company for the provision of services (whether or not in writing) under which such director, officer or other persons are employed or otherwise retained by the Company;

1.18      So far as AML and Solitario are aware, there is no any information that has not been disclosed in writing to APB which would in the reasonable opinion of AML and Solitario be material for a prudent purchaser or subscriber of an interest in, or lender to, the Company;

1.19      Solitario, AML and the Company have at all times conducted their respective businesses, including the acquisition of rights in relation to the Pedra Branca Project and all Exploration activities in the Project Area, in accordance with all Applicable Laws;

1.20      The Company does not hold any direct or indirect right, title or interest in, or any right to acquire any right, title or interest in, any mineral exploration project or any exploration or mining right or licence other than in connection with the Pedra Branca Project;

1.21      The Company has all Authorisations necessary to carry on its business, all of which are valid and subsisting. As far as AML is aware there is no reason why any of those Authorisations should be suspended, cancelled, revoked or not renewed on the same terms;

1.22      The Company (i) is not engaged in any litigation, administration, mediation or arbitration proceedings (except for debt collection in the normal course of business) and (ii) so far as AML is aware is not the subject of any investigation, inquiry or enforcement proceedings by any Governmental Authority. So far as AML is aware, no such proceedings, investigation or inquiry have been threatened or are pending and there are no circumstances likely to give rise to any such proceedings. The Company is not affected by any existing or pending judgments or rulings and has not given any undertakings arising from legal proceedings to a court, Governmental Authority or other third party;

1.23      Without limiting the generality of Section 1.22 above so far as AML is aware (i)

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neither the Company is nor its Affiliates are involved in any disputes (whether or not resulting in litigation, administration, mediation or arbitration proceedings) relating to any right or licence to conduct Exploration or Mining activities in the Project Area and (ii) no person has asserted any right, title or interest in any right or licence to conduct Exploration or Mining activities in the Project Area and which will or might adversely affect the Company;

1.24      Except for the Properties and the Framework Agreement, the Company is not a party to or subject to any agreement or arrangement which (i) is a material contract, (ii) is of an unusual or exceptional nature, (iii) is not in the ordinary and usual course of the Business, (iv) may be terminated as a result of any change of control (howsoever defined) of the Company or its Affiliates or (v) restricts the freedom of the Company to carry on the whole or any part of the Business in any part of the world in such manner as it thinks fit, other than as contemplated in this Agreement;

1.25      So far as AML and Solitario are aware, no person has any right, title or interest (including the right to conduct Exploration or Mining activities) in, under or in respect of the Pedra Branca Mineral Rights, the Properties or the Project Area, other than the right, title and interest of the Parties to the Pedra Branca Mineral Rights as expressly set out therein;

1.26      Each of the Pedra Branca Mineral Rights has been duly applied for by or on behalf of the Company, has been duly granted by the DNPM, is validly held under Applicable Law by the Company, and is in full force and effect and binding on the parties to it;

1.27      The Company has not defaulted under or breached any of the Pedra Branca Mineral Rights and so far as AML and Solitario are aware no other party to any of the Pedra Branca Mineral Rights has defaulted under or breached any such rights and no such default or breach by the Company or any other party is likely or has been threatened;

1.28      No Governmental Authority has made any proposal or taken any action or proceedings in connection with any Pedra Branca Mineral Rights which would or might adversely affect the rights of the Company thereunder;

1.29      No notice of termination of any of the Pedra Branca Mineral Rights has been received or served and, so far as AML and Solitario are aware, there are no grounds for determination, rescission, avoidance or repudiation of any such rights;

1.30      The Company does not have any liabilities (contingent or otherwise) other than those arising from commitments under the First Work Programme and Budget and the Company has no unrealised or anticipated losses arising from commitments entered into by it;

1.31      So far as AML and Solitario are aware, no environmental, reclamation or abandonment obligations or work orders or other liabilities presently exist with respect to the Pedra Branca Mineral Rights or the Project Area and there is no basis for any such obligations or liabilities to arise in the future except in connection with the development of the Pedra Branca Project;

1.32      All financial, statutory and other records of the Company (i) have been properly prepared and maintained, (ii) do not contain any material inaccuracies or discrepancies and (iii) are in the possession of the Company;

1.33      The Company is the owner of the properties and assets represented to APB as being the properties and assets of the Company free and clear of any Encumbrance or other rights of third parties, other than those set out in Schedule 5 ( Encumbrances ); and

1.34      The Company has no Subsidiaries.

2.      Representations and Warranties of APB and RPM - Each of APB and RPM (a) represent and warrant to AML that as of the Effective Date the representations and warranties set forth in this Section 2 are true and correct (and such representations and warranties shall survive the execution and delivery of this Agreement and continue in full force and effect thereafter) and (b) acknowledges and confirms that AML is relying on such representations and warranties in entering into this Agreement:

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2.1      APB is a corporation duly incorporated and existing under the laws of Brazil and is duly qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which the nature of its assets or business makes such qualification necessary or where failure to be so qualified would have a material adverse effect on its business or its ability to fulfil its obligations under this Agreement;

2.2      APB and RPM have all necessary corporate power and authority to enter into and perform this Agreement and any agreement and instrument referred to in or contemplated by this Agreement;

2.3      The execution, delivery and performance by each of APB and RPM of this Agreement and any other agreement or instrument referred to or contemplated by this Agreement and delivered by it hereunder have been duly authorised by all necessary corporate action on the part of APB and RPM;

2.4      This Agreement and all other agreements or instruments to be executed and delivered by APB and RPM hereunder have been (or shall be when duly executed and delivered) duly executed and delivered by APB and RPM and constitute (or shall constitute when executed and delivered) legal, valid and binding obligations of APB and RPM enforceable against APB and RPM in accordance with their respective terms; and

2.5      Compliance by each of APB and RPM with the terms of this Agreement and the documents referred to in it shall not breach or constitute a default under; (i) any provision of its articles of association and by-laws or equivalent constitutional documents, (ii) any agreement or instrument to which it is a party or by which it is bound or (iii) any order, judgment, decree or other restriction applicable to it.

3.      Representations and Warranties Relating to Options and Option Shares - Upon the granting of any Option hereunder by any Party (the " grantor ") and upon the exercise thereof by the person (the " grantee ") entitled to do so hereunder, the grantor; (a) shall be deemed to have represented and warranted to the grantee that the representations and warranties set forth in this Section 3 are true and correct as at such time (and such representations and warranties shall survive the granting of the relevant Option and the subscription for the relevant Option Shares and continue in full force and effect thereafter) and (b) acknowledges and confirms that the grantee is relying on such representations and warranties in entering into this Agreement, making Advances and exercising the relevant Option:

3.1      The grantor has all necessary corporate power and authority to grant the relevant Option and to perform its obligations relating thereto;

3.2      Compliance by the grantor with the relevant Option shall not breach or constitute a default under (i) any provision of the articles of association and by-laws or equivalent constitutional documents of the grantor, (ii) any agreement or instrument to which the grantor is a party or by which it is bound or (iii) any order, judgment, decree or other restriction applicable to the grantor;

3.3      The relevant Option constitutes the legal, valid and binding obligation of the grantor enforceable against the grantor in accordance with its terms;

3.4      The Option Shares covered by the relevant Option shall be validly allotted and issued as fully paid up shares free of any Encumbrance, and subject to no commitment by the Company to issue such Option Shares (except pursuant to the relevant Option) or create an Encumbrance affecting such Option Shares; and

3.5      Upon the exercise by the grantee of its right to subscribe for the Option Shares covered by the relevant Option and the payment of the exercise price therefore, the grantee (or its nominated Affiliate) shall become the sole legal and beneficial owner of such Option Shares (including all voting and other rights relating thereto) free and clear of any Encumbrance or other rights of any person (except as provided in this Agreement).

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Name	Code	Area (Has)	Registration
BONGARA VEINTISIETE	01-07835-95	300	20005021
BONGARACINCUENTICUATRO	01-02332-96	600	20004464
BONGARA CINCUENTICINCO	01-02333-96	1000	20004465
DEL PIERO TRES	01-03386-05	700	11053962
DEL PIERO CUATRO	01-00002-06	500	11055358
DEL PIERO CINCO	01-00003-06	1000	11053964