VENTURE AGREEMENT

THIS VENTURE AGREEMENT (Agreement) is made and entered into effective as of October 13, 2004 (the Effective Date)

BETWEEN:

NEWMONT USA LIMITED, D/B/A NEWMONT MINING CORPORATION
a corporation incorporated under the laws of Delaware
1700 Lincoln Street
Denver, Colorado 80203
Facsimile: 303.837.5851

(hereinafter NEWMONT)

and

MIRANDA GOLD CORP.
a corporation incorporated under the laws of British Columbia, Canada
Suite 306 1140 Homer Street
Vancouver, BC V6B 2X6
Facsimile: 604.689.1722

(hereinafter MIRANDA GOLD)

and

MIRANDA U.S.A., INC.
a corporation incorporated under the laws of Nevada
5900 Philoree Lane
Reno, Nevada 89511
Facsimile: 775.849.2336

(hereinafter MIRANDA USA)

(MIRANDA GOLD and MIRANDA USA are hereinafter collectively referred to as COMPANY)

RECITALS

A. COMPANY holds an interest in certain properties situated in Eureka County, Nevada which are described in Exhibit A and are defined in Section 1 below.

B. NEWMONT wishes to participate with COMPANY in the further exploration, evaluation, and if justified, the development and mining of mineral resources within the Properties, and COMPANY desires to grant such rights to NEWMONT.

NOW THEREFORE, in consideration of the covenants and terms contained herein, NEWMONT and COMPANY agree as follows:

1. DEFINITIONS. Cross-references in this Agreement to Articles, Sections, Subsections and Exhibits refer to Articles, Sections, Subsections and Exhibits of this Agreement, unless specified otherwise.

Accounting Procedure means the procedure set forth in Exhibit C.

Affiliate of a Participant means an entity or person that Controls, is Controlled by, or is under common Control with the Participant through direct or indirect ownership of greater than fifty percent (50%) of equity or voting interest.

Agreement means this Venture Agreement, including any amendments and modifications hereof, and all appendices, schedules and exhibits which are incorporated herein by this reference.

Area of Interest means the area described in Exhibit B.

Assets means the Properties, Products, and all other real and personal property, tangible and intangible, held for the benefit of the Participants hereunder.

Bankable Feasibility Study shall have the meaning specified in Exhibit D.

Budget means a detailed estimate of all costs to be incurred by the Participants with respect to a Program and a schedule of cash advances to be made.

Chargee has the meaning as a holder of an Encumbrance as described in Section 13.5.

Claims means the mining claims identified in Exhibit A.

Confidential Information has the meaning described in Section 15.6.

Continuing Obligations means obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Properties have ceased or are suspended, including, but not limited to, Environmental Compliance.

Control used as a verb means, when used with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through (i) the legal or beneficial ownership of voting securities or membership interests; (ii) the right to appoint managers, directors or corporate management; (iii) contract; (iv) operating agreement; (v) voting trust; or otherwise; and, when used with respect to a person, means the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise; and Control used as a noun means an interest which gives the holder the ability to exercise any of the foregoing powers.

Development means all preparation (other than Exploration) for the removal and recovery of Products, including the construction or installation of leach pads, a mill or any other improvements to be used for the mining, handling, milling, beneficiation or other processing of Products.

Earn-In means as it is described in Section 5.2.

Effective Date means the date set forth on the top of page one of this Agreement.

Encumbrance or Encumbrances means mortgages, deeds of trust, security interests, pledges, liens, net profits interests, royalties or overriding royalty interests, other payments out of production, or other burdens of any nature.

Environmental Compliance means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

Environmental Laws means Laws aimed at reclamation or restoration of the Properties; abatement of pollution; protection of the environment; monitoring environmental conditions; protection of wildlife, including endangered species; ensuring public safety from environmental

hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances into the environment, and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

Environmental Liabilities means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including, without limitation, legal fees and costs, experts fees and costs, and consultants fees and costs) of any kind or of any nature whatsoever that are asserted against either Participant or the Venture, by any person or entity other than the other Participant, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Properties and/or emanating or migrating and/or threatening to emanate or migrate from the Properties to off-site properties; (ii) physical disturbance of the environment caused by or relating to Operations; or (iii) the violation or alleged violation of any Environmental Laws arising from or relating to Operations.

Existing Data means maps, drill logs and other drilling data, core tests, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and any other material or information relating to the Properties.

Exploration means activities directed toward ascertaining the existence, location, quantity, quality, or commercial value of deposits of Products.

Exploration Expenditures means all costs, expenses, obligations and liabilities of whatever kind or nature spent or incurred in connection with Exploration and which were expended on or for the benefit of the Properties, computed in accordance with U.S. 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 of NEWMONT directly assigned to and actually performing Exploration and related activities within or benefiting the Properties. Employees and contractors may include geologists, geophysicists, engineers, surveyors, engineering assistants, technicians, draftsmen, engineering clerks and other personnel performing technical services connected with Exploration of the Properties; (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 NEWMONT uses equipment owned by it, charges shall be no greater than on terms available from independent third parties in the vicinity of the Properties; (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 Operations regarding the Properties; (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 Properties, including expenditures for metallurgical test work, preliminary design work and hydrology studies; (xi) monies expended for taxes levied against the

Properties and paid by NEWMONT 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 for and including land holding costs, lease payments, assessment work, claim location, amendment and relocation costs, Government Fees, and other necessary expenditures incurred or made to preserve in good standing the status and title of the Properties; (xiii) monies expended for curing any title defects or Encumbrances pertaining to the Properties; and (xiv) an administration fee of ten percent (10%) of actual Exploration Expenditures, said fee to be credited toward the Initial Contribution obligation of NEWMONT.

Government Fees means all rentals, holding fees, location fees, maintenance payments or other payments required by any law, rule or regulation to be paid to a federal, state, provincial, territorial or other governmental authority, in order to locate or maintain any mining leases or surface leases, Claims or other tenures included in the Properties.

Initial Contribution means that contribution each Participant agrees to make, or is deemed to have made, pursuant to Section 5.1 and Subsections 5.2.1 and 5.2.3.

Indemnified Participant has the meaning described in Subsection 2.5.1

Indemnifying Participant has the meaning described in Subsection 2.5.1.

Joint Account means the account maintained in accordance with the Accounting Procedure showing the charges and credits accruing to the Participants.

Law or Laws means all federal, state, provincial, territorial and local laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, including Environmental Laws, which are applicable to the Properties, the Area of Interest, or Operations, regardless of whether or not in existence or enacted or adopted hereafter; provided, however, nothing in this definition is intended to make laws applicable to the parties during periods when the laws are not applicable by their terms or the timing of their enactment.

Management Committee means the committee established under Article 7.

Manager means the person or entity appointed under Article 8 to manage Operations, or any successor Manager.

Memorandum of Agreement means the document attached as Exhibit F.

Mining means the mining, extracting, producing, handling, milling, or other processing of Products.

Net Smelter Returns shall have the meaning specified in Exhibit E.

Net Worth has the meaning described in Section 13.4.

Notice or Notices has the meaning described in Section 15.1.

Operations means the activities carried out under this Agreement.

Participant and Participants mean the persons or entities that from time to time have Participating Interests.

Participating Interest means the percentage interest representing the ownership interest of a Participant in the Assets and in all other rights and obligations arising under this Agreement, as

such interest may from time to time be adjusted hereunder. Participating Interests shall be calculated to three decimal places and rounded to two (e.g., 1.519% rounded to 1.52%) . Decimals of .005 or more shall be rounded up to .01; decimals of less than .005 shall be rounded down. The initial Participating Interests of the Participants are set forth in Subsection 6.1.1.

Phase-I Earn-In means that portion of NEWMONTs Initial Contributions set forth in Subsection 5.2.1 .

Phase-II Earn-In means that portion of NEWMONTs Initial Contributions set forth in Subsection 5.2.3 .

Prime Rate has the meaning described in Section 9.9.

Products means all metals, ores, concentrates, minerals, and mineral resources, including materials derived from the foregoing, produced from the Properties under this Agreement.

Program means a description in reasonable detail of Operations to be conducted by the Manager, as described in Article 9.

Properties means the properties described in Exhibit A.

Transferring Entity has the meaning described in Subsection 13.3.1.

Venture means the contractual relationship of the parties under this Agreement.

2. REPRESENTATIONS AND WARRANTIES; RECORD TITLE; INDEMNITIES

2.1 Representations and Warranties.

2.1.1 Capacity of Participants. Each Participant represents and warrants to the other Participant as follows: (i) it is a corporation duly incorporated, qualified to transact business, and in good standing under the laws of its jurisdiction and in the State of Nevada; (ii) it has the full right, power and capacity to enter into and perform this Agreement and all transactions contemplated herein, and all corporate, board of directors and other actions required to authorize it to enter into and perform this Agreement have been properly taken; (iii) it will not breach any other agreement or arrangement by entering into or performing this Agreement, and this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; and (iv) it has relied solely on its own appraisals and estimates as to the mineral potential of the Properties, and upon its own geologic, engineering and other interpretations related thereto.

2.1.2 Representations and Warranties by COMPANY. The COMPANY represents and warrants the following:

2.1.2.1 With respect to the Claims, (i) the Claims were properly laid out and monumented; (ii) all required location and validation work was properly performed; (iii) all notices/certificates (as applicable) were properly recorded/filed with appropriate governmental agencies; (iv) all Government Fees required to hold or maintain the Claims have been paid through August 31, 2004; and (v) all affidavits or other recordings/filings required to maintain the Claims in good standing have been properly and timely recorded with appropriate governmental agencies.

2.1.2.2 With respect to portions of the Properties in which COMPANY holds an interest under leases or other contracts, COMPANY represents and warrants (i) it is in exclusive possession of such Properties; (ii) it has not received any notice of default of any of the terms or provisions of such leases or other contracts; (iii) it has the authority under such leases and other contracts to perform fully its obligations under this Agreement; (iv) such leases or other contracts are valid and in good standing; (v) it has no knowledge of any act or omission or any condition on the Properties which could be considered or construed as a default under any such lease or other contract; (vi) to its knowledge, such Properties are free and clear of all Encumbrances or defects in title; and (vii) COMPANY has secured all necessary approvals under such leases or contracts to assign and contribute the Properties pursuant to the terms of this Agreement, and COMPANY will provide evidence of such to NEWMONT prior to execution of this Agreement.

2.1.2.4 COMPANY has not entered into any other agreement with respect to its interest in and to the Properties that is currently valid and outstanding, and there are no subleases or Encumbrances on the Properties, nor any defects in title.

2.1.2.5 Except as to matters of record, no other person or entity is claiming an interest in, or in conflict with, the Properties.

2.1.2.6 There are no actions, suits, claims, proceedings, litigation or investigations pending or threatened against it that relate to the Properties, or that could, if continued, adversely affect the ability of COMPANY or NEWMONT to fulfill its obligations under this Agreement or NEWMONTs ability to exercise its rights under this Agreement.

2.1.2.6 COMPANY has complied with all existing Laws in conducting its operations on the Properties.

2.1.2.7 There is no condition on the Properties that could result in any Environmental Liabilities or other type of enforcement proceeding, or any recovery by any governmental agency or private party of remedial or removal costs, natural resources damages, property damages, damages for personal injuries or other costs, expenses, damages or injunctive relief arising from any alleged injury or threat of injury to health, safety or the environment.

2.1.2.8 COMPANY has delivered to NEWMONT all Existing Data in its possession or control, and true and correct copies of all leases or other agreements relating to the Assets.

2.2 Disclosures. Each of the Participants represents and warrants that it is not aware of any material facts or circumstances that have not been disclosed in this Agreement, which should be disclosed to the other Participant in order to prevent the representations and warranties in this Agreement from being materially misleading.

2.3 Record Title. Title to real and personal property included in the Assets shall be held in the name of the Manager for the benefit of the Participants. Each Participant agrees to execute appropriate documents to reflect changes resulting from changes in Participating Interests in accordance with Section 6.6 below. Within fifteen (15) days after delivery to COMPANY of written notice by NEWMONT that NEWMONT has completed its Phase-I Earn-In, COMPANY shall execute and deliver to NEWMONT an assignment in the form of Exhibit G.

2.4 Loss of Title. Prior to the time that NEWMONT has completed its Initial Contribution under this Agreement, any failure or loss of title to the Assets and all costs of defending title thereto shall be

charged to the Participants in proportion to their Initial Participating Interests under Subsection 6.1.1. After NEWMONT has completed its Initial Contribution, any failure or loss of title to the Assets, and all costs of defending title thereto, shall be charged to the Venture.

2.5 Indemnities.

2.5.1 Each Participant shall indemnify the other Participant, its directors, officers, employees, agents and attorneys or Affiliates (collectively Indemnified Participant) against any loss, cost, expense, damage or liability (including legal fees and other expenses) arising out of or based on a breach by the Participant (Indemnifying Participant) of any representation, warranty or covenant contained in this Agreement.

2.5.2 If any claim or demand is asserted against an Indemnified Participant in respect of which such Indemnified Participant may be entitled to indemnification under this Agreement, written notice of such claim or demand shall promptly be given to the Indemnifying Participant. The Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Participant to participate, at the Indemnified Participants expense and with counsel of the Indemnified Participants choice), the defense, compromise, or settlement of the matter. Any damages to the Assets or business of the Indemnified Participant caused by a failure by the Indemnifying Participant to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Participant, after the Indemnifying Participant has given notice that it will assume control of the defense, compromise, or settlement of the matter, shall be included in the damages for which the Indemnifying Participant shall be obligated to indemnify the Indemnified Participant. Any settlement or compromise of a matter by the Indemnifying Participant shall include a full release of claims against the Indemnified Participant which has arisen out of the indemnified claim or demand.

2.6 Existing Disturbance. COMPANY shall be solely responsible for complying with all Laws, relating to all disturbance existing on the Properties as of the Effective Date. Without limiting the foregoing, COMPANY shall diligently reclaim all existing disturbance in accordance with applicable Laws, and shall satisfy all applicable permit and closure requirements. COMPANY shall indemnify and hold harmless NEWMONT, its directors, officers, employees, agents, attorneys and Affiliates against any loss, cost, expense, damage or liability (including legal fees and expenses) relating to or arising from any existing disturbance or prior activities on the Properties.

3. NAME, PURPOSES, AND TERM

3.1 General. NEWMONT and COMPANY hereby enter into this Agreement for the purposes hereinafter stated. All of the Participants rights and obligations in connection with the Assets, the Area of Interest and all Operations shall be subject to and governed by this Agreement.

3.2 Name. The Manager shall conduct the business of the Venture in the name of the Venture, doing business as the Red Canyon Venture. If applicable, the Manager shall accomplish any registration required by applicable, assumed or fictitious name statutes and similar statutes.

3.3 Purposes. This Agreement is entered into for the following purposes and for no others, and shall serve as the exclusive means by which the Participants, or either of them, accomplish such purposes: (i) to conduct Exploration within the Properties; (ii) to acquire additional real property and other interests within the Area of Interest; (iii) to evaluate the possible Development and Mining of the Properties, and if justified, to engage in Development and Mining; (iv) to engage in Operations within the Properties; (v) to engage in disposition of Products, only to the limited extent permitted in Article 10; (vi) to complete and satisfy all Environmental Compliance obligations and

other Continuing Obligations relating to the Properties; and (vii) to perform any other operation or activity necessary, appropriate, or incidental to any of the foregoing.

3.4 Limitation. Unless the Participants otherwise agree in writing, Operations shall be limited to the purposes described in Section 3.3, and nothing in this Agreement shall be construed to enlarge such purposes.

3.5 Term. Unless the Venture is earlier terminated or otherwise terminates as provided in this Agreement, the term of this Agreement is for so long as any of the Properties are jointly owned by the Participants hereto and thereafter until all materials, supplies, and equipment have been salvaged and disposed of, a final accounting has been made between the Participants, and any required Environmental Compliance has been completed and accepted by the appropriate governmental agencies.

4. RELATIONSHIP OF THE PARTICIPANTS

4.1 No Partnership. Nothing contained in this Agreement shall be deemed to constitute either Participant the partner of the other, nor, except as otherwise herein expressly provided, to constitute either Participant the agent or legal representative of the other, nor to create any fiduciary relationship between them. The Participants do not intend to create, and this Agreement shall not be construed to create, any mining, commercial, tax, or other partnership. Neither Participant shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Participant, except as otherwise expressly provided herein. The rights, duties, obligations and liabilities of the Participants shall be several and not joint or collective. Each Participant shall be responsible only for its obligations as herein set out and shall be liable only for its share of the costs and expenses as provided herein. It is the Participants intent that their ownership of Assets and the rights acquired hereunder shall be as tenants in common. However, the Participants understand that the arrangement and undertakings evidenced by the Agreement may result in a partnership for purposes of United States Federal income taxation and certain State income tax laws which incorporate or follow United States Federal income tax principles as to tax partnerships. Accordingly, the Participants shall make an election pursuant to Treasury Regulations 1.761 -2 to be excluded from Subchapter K of the Internal Revenue Code of 1986, as amended.

4.2 Taxes. Each Participant shall be directly responsible for and shall directly pay all taxes applicable to revenues received by the Participant through Operations under this Agreement. In particular, each Participant shall individually file its tax returns with the proper authorities and independently file claims for and recover any income tax credits. A Participants decisions with respect to such tax matters shall not have any binding effect on the course of actions taken by the other Participant.

4.3 Other Business Opportunities. Except as expressly provided in this Agreement, each Participant shall have the right independently to engage in and receive full benefits from business activities, whether or not competitive with Operations, without consulting the other. The doctrines of corporate opportunity or business opportunity shall not be applied to any other activity, venture, or operation of either Participant, and, neither Participant shall have any obligation to the other with respect to any opportunity to acquire any property outside the Area of Interest at any time, or within the Area of Interest after the termination of this Agreement, except as provided in Section 11.8. Unless otherwise agreed in writing, no Participant shall have any obligation to mill, beneficiate, or otherwise treat any Participants share of Products in any facility owned or controlled by such Participant.

4.4 Termination or Transfer of Rights to Properties. Except as otherwise provided in this Agreement, neither Participant shall permit or cause all or any part of its interest in the Assets or this Agreement to be sold, exchanged, encumbered, surrendered, abandoned, partitioned, divided, or otherwise terminated, by judicial means or otherwise. The Participants hereby waive

and release all rights of partition, or of sale in lieu thereof, or other division of Assets, including any such rights provided by any law.

4.5 Implied Covenants. The implied covenants of good faith and fair dealing are the only implied covenants in this Agreement. No other implied covenants recognized under applicable Law shall be valid or enforceable with respect to this Agreement.

4.6 No Royalty or Other Interests. Except as provided in Subsection 5.2.3.2 or Section 6.4, no Participant shall be entitled or permitted to create any royalty or similar carried interest in all or any part of the Assets.

4.7 No Third Party Beneficiary Rights. This Agreement shall be construed to benefit the Participants and their respective successors and assigns only, and shall not be construed to create third party beneficiary rights in any other party, governmental agency or organization, except as provided in Subsection 2.5.1.

5. CONTRIBUTIONS BY PARTICIPANTS

5.1 COMPANYs Initial Contribution. COMPANY hereby contributes to the Venture all of its right, title and interest in and to the Properties, together with all of its respective right, title and interest in and to any licenses and permits relating to the Properties and all maps, data, reports, studies, and documents relating thereto, free and clear of any Encumbrances.

5.2 NEWMONTs Initial Contribution.

5.2.1 Phase-I Earn-In. As its Initial Contribution and subject to NEWMONTs right of withdrawal as set forth in Section 11.3, NEWMONT shall: (i) pay MIRANDA USA within 30 days of the Effective Date US$30,000; and (ii) contribute Exploration Expenditures totaling Two Million Five Hundred Thousand Dollars (US$2,500,000) (Phase-I Earn-In) in accordance with the following schedule:

5.2.1.1 Deemed Value of Initial Contributions. Subject to Subsection 5.2.3.2, at such time as NEWMONT has completed Phase-I Earn-In, the value of NEWMONTs Initial Contribution shall be deemed to be Two Million Five Hundred and Thirty Thousand Dollars (US$2,530,000) and the value of COMPANYs Initial Contribution shall be deemed to be One Million Six Hundred Eighty-Six Thousand Six Hundred Sixty-Seven Dollars (US$1,686,667).

5.2.1.2 Operations During Earn-In. During Phase-I Earn-In or Phase-II Earn-In (Phase-I Earn-In and/or Phase-II Earn-In may hereinafter be collectively referred to as Earn-In), NEWMONT shall have the sole right to determine the nature, scope, timing and extent of Operations that are conducted to satisfy the applicable Earn-In Exploration Expenditures, without any obligation to hold meetings or to prepare Programs and Budgets.

5.2.2 Excess Credited and Cash in Lieu. In the event Exploration Expenditures in any period during Phase-I Earn-In or Phase-II Earn-In, if elected, exceed the minimum amounts set forth in Subsection 5.2.1 or Section 5.2.3.1, the excess shall be credited toward subsequent periods of both Phase-I and Phase-II Earn-In. If NEWMONT fails to complete any of the Exploration Expenditures during any period, NEWMONT may elect to satisfy the minimum amount for a period by paying the amount of the shortfall, in cash, to COMPANY. NEWMONT's failure to timely complete the applicable Exploration Expenditures in accordance with this Article, if not cured within thirty (30) days after written notice by COMPANY of such default, unless NEWMONT in good faith disputes such notice, in which case within thirty (30) days after a final judicial decision finding a default, shall be deemed to be a withdrawal by NEWMONT in accordance with Section 11.3 .

5.2.3 Phase-II Earn-In.

5.2.3.1 Election to Earn an Additional Participating Interest. For a period of ninety (90) days following the date that NEWMONT provides notice to COMPANY that NEWMONT has completed Phase-I Earn-In, either NEWMONT or COMPANY may elect for NEWMONT to earn an additional ten percent (10%) Participating Interest, for a total of seventy percent (70%) Participating Interest, by solely funding all Venture expenditures until completion of a Bankable Feasibility Study (Phase-II Earn-In); subject, however, to NEWMONTs right to withdraw in accordance with Section 11.3. NEWMONT and COMPANY shall, within ninety (90) days following NEWMONTs completion of Phase-I Earn-In, notify the other Participant whether it elects for NEWMONT to continue to Phase-II Earn-In. If neither NEWMONT nor COMPANY provides such written notice within said ninety (90) days, it shall be deemed that neither NEWMONT nor COMPANY has elected for NEWMONT to continue to Phase-II Earn-In. Subject to Subsection 5.2.3.2, at such time as NEWMONT has completed Phase-II Earn-In, the value of NEWMONTs Initial Contribution shall be deemed to be Three Million Nine Hundred Thirty-Five Thousand Five Hundred Fifty-Six Dollars (US$3,935,556) and the value of COMPANYs Initial Contribution shall be deemed to be One Million Six Hundred Eighty-Six Thousand Six Hundred Sixty-Seven Dollars (US$1,686,667). During Phase-II Earn-In, if elected, NEWMONT shall make Exploration Expenditures of no less than Two Hundred Fifty Thousand Dollars ($US250,000) during the 12-month period commencing on the first day of the calendar month following 6 months after the Phase-II Earn-In is elected and each 12-month period thereafter until completion of the Bankable Feasibility Study.

5.2.3.2 Notice to Commence Joint Funding. Upon completion of Phase-I Earn-In and Phase-II Earn-In, if elected, NEWMONT shall provide written notice to COMPANY of each such completion at least ninety (90) days before the commencement of the period in which it proposes to commence joint funding. Such notice shall include a proposed Program and Budget for the following Program and Budget period. COMPANY shall, within sixty (60) days after delivery of such notice, notify NEWMONT in writing that it will: (i) participate in joint funding at its then Participating Interest, (ii) dilute its Participating Interest pursuant to Section 6.2, or (iii) convert all of its Participating Interest into a 2% Net Smelter Returns royalty interest, as defined in Exhibit E. If COMPANY elects pursuant to Subsection 5.2.3.2(iii) , it shall be deemed to have withdrawn from this Agreement and shall relinquish its entire Participating Interest. Such relinquished Participating Interest shall be deemed to have accrued automatically to NEWMONT.

5.2.3.3 Interim Funding. The Participants recognize that there will be a delay between the time when Exploration Expenditures are actually incurred or paid and when monthly accounting reports become available for such period. Accordingly,

all Exploration Expenditures or other expenditures incurred by NEWMONT subsequent to the applicable Phase-I Earn-In or Phase-II Earn-In and before an election by COMPANY pursuant to Subsection 5.2.3.2 shall be credited to NEWMONT in the first joint funding Program and Budget if COMPANY elects pursuant to Subsections 5.2.3.2(i) or 5.2.3.2(ii) .

5.2.3.4 Filing Obligations. Subject to Section 12.1, prior to the commencement of joint funding, NEWMONT shall be responsible for making all governmental recordings/filings and paying all Government Fees due during the periods that it is completing Exploration Expenditures. Any such payments shall be credited toward the Exploration Expenditures specified in Subsections 5.2.1 and 5.2.3.

5.3. Cash Contributions. After completion of NEWMONTs Initial Contribution under the applicable Earn-In election by NEWMONT, the Participants shall contribute funds for adopted Programs and Budgets in proportion to their respective Participating Interests, subject to elections permitted in Subsection 5.2.3.2 and Section 9.4.

6. PARTICIPATING INTERESTS

6.1 Participating Interests

6.1.1 Initial Participating Interest. Subject to the applicable Earn-In election by NEWMONT in accordance with Section 5.2, and to Subsection 6.1.2, the Participants shall have the following initial Participating Interests in the Venture:

6.1.2 Changes in Participating Interests. A Participants Participating Interest shall only be changed as follows:

6.1.2.1 as provided in Subsection 5.2.3 ;

6.1.2.2 upon an election or deemed election by a Participant pursuant to Section 9.4 not to contribute or to contribute less to an adopted Program and Budget than the percentage reflected by its Participating Interest;

6.1.2.3 as provided in Section 6.4 ;

6.1.2.4 in the event of default by a Participant in making its agreed upon contribution to an adopted Program and Budget, followed by an election by the other Participant to invoke Subsection 6.3.2 ;

6.1.2.5 upon withdrawal, pursuant to Article 11;

6.1.2.6 pursuant to a transfer by a Participant of all or a portion of its Participating Interest in accordance with Article 13; or

6.1.2.7 upon acquisition by either Participant of part or all of the Participating Interest of the other Participant, however arising.

6.2 Voluntary Reduction in Participation Dilution. After NEWMONT has completed its Initial Contribution, a Participant may elect, as provided in Subsection 5.2.3.2 and Section 9.4, to limit its contributions to an adopted Program and Budget (without regard to its vote on adoption of the Program and Budget) as follows:

6.2.1 to some lesser amount than its respective Participating Interest; or

6.2.2 to not contribute at all.

In such event, the non-diluting Participant shall then have the option to either fully fund the remaining portion of the adopted Program and Budget; or, within fifteen (15) days following the election of the diluting Participant under Subsections 5.2.3.2(ii), Subsection 5.2.3.2(iii) or Subsection 9.4.2 , to propose a reduced alternative Program and Budget to which the Participants shall, within seven (7) days, make a re-election under Subsection 5.2.3.2, Subsection 9.4.1 or Subsection 9.4.2. If the non-diluting Participant elects to continue with the initially adopted Program and Budget, the Participating Interest of the Participant electing either Subsection 6.2.1 or Subsection 6.2.2 above shall be recalculated at the time of election by dividing: (i) the sum of (a) the value of that Participants Initial Contribution as defined in Sections 5.1 or 5.2, (b) the total of all that Participants contributions to previous Programs and Budgets, and (c) the amount the Participant elects to contribute to the approved Program and Budget, by (ii) the sum of (a), (b) and (c) above for all Participants; and multiplying the result by 100. That is:

The Participating Interest of the other Participant shall thereupon become the difference between 100% and the Recalculated Participating Interest.

As soon as practicable after the necessary information is available at the end of each period covered by an adopted Program and Budget, a recalculation of each Participants Participating Interest shall be made in accordance with the preceding formula to adjust, as necessary, the recalculations made at the beginning of such period to reflect actual contributions made by the Participants during the period. Except as otherwise provided in this Agreement, a diluting Participant shall retain all of its rights and obligations under this Agreement, including the right to participate in future Programs and Budgets at its recalculated Participating Interest.

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