2012-09-19_PERMIT FILE - X201222311 (2)

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of completing the Survey Activities, constructing Exploration Access Roads, or exploration drilling or environmental monitoring activities on the Properties. Any Exploration Access Roads shall, whenever possible, use existing gravel, dirt or two track roads to access Exploration Drillhole Pad locations or Ground Water Well Monitoring 'Sites. However, when no appropriate access roads exist, Oxbow will work with the landowner to locate an appropriate access road and may use a bulldozer to develop the agreed upon Exploration Access Road. Unless otherwise agreed by the Parties, all Exploration Access Roads shall be reclaimed by Oxbow at the conclusion of its activities under this Agreement. 4. Term The term of this Agreement shall commence as of the Effective Date and shall continue for a term of 2 years from the Effective Date, or the termination of the Exploration Permits, whichever is longer. Oxbow shall have periodic access beyond this term as needed to monitor and if necessary repair reclaimed drillhole pads and access roads that were constructed during this exploration process until all permit obligation are satisfied and reclamation bonding held on these drillhole pad and road locations has been released. Such access for reclamation is generally completed within three growing seasons after activities under the permit are completed, but may be longer if required by government regulatory authorities. When this Agreement ceases to be in full force and effect, the Parties shall execute any and all releases necessary to evidence the fact that this Agreement shall no longer apply to the Properties. 5. Payments to Robert A. and Judy L. Conder (a) Closing_ Payment Oxbow shall pay Robert A. and Judy L. Conder a closing payment in an amount agreed to as shown on Exhibit B relating to the 2011 calendar year within 2 Business Days of the mutual execution of this Agreement. (b) Exploration Drillhole Pad Payment Oxbow shall pay Landowner(s) the Exploration Drillhole Pad Payment agreed to on Exhibit B per Exploration Drillhole Pad, Ground Water Well Monitoring Site, or other environmental monitoring site developed during the exploration drilling process. (c) Consideration The Parties agree that the sum of the payments described in subsections (a) and (b) above and shown on Exhibit B shall be full consideration for all surface use and access rights set forth in Section 2 and Section 3 above. 6. Reclamation Following the permanent cessation of Survey Activities and exploration activities, Oxbow shall reclaim or restore the affected portion of the Properties when and as required by applicable law, rule or regulation and shall be responsible for the costs of such reclamation resulting from the exploration drilling and construction of Exploration Drillhole Pads on the Properties. Landowner(s) acknowledges that state regulatory authorities will be required to access the reclaimed area to verify that appropriate reclamation activities occurred to any Exploration Access Road and Exploration Drillhole Pad. Oxbow shall also be entitled to such access in connection with the foregoing activities. These activities may include, without limitation, visits to the site for grading any erosion features, spraying for weeds or re- seeding, if necessary, and regulatory inspections. Oxbow agrees that it will endeavour to schedule these activities so as to minimize interference with landowner or ranch activities on the Properties, but the Parties recognize that the timing requirements of the applicable regulatory authorities may 91488959 v3 den