Exhibit 4.6
JOINT EXPLORATION
AGREEMENT
This Joint Exploration Agreement is made as of July 1, 2004
BETWEEN:
RIPPLE LAKE MINERALS INC., a British
Columbia co is head office at Suite 305-595 Howe St. Vancouver B.C.
V6C 2T5
(hereinafter called "RLM")
AND:
PHOENIX MATACHEWAN MINES INC., an
Ontario corporation having its head office at #6 -3791 St. Joseph
Boulevard, Orleans Ontario KlC ITl
(hereinafter called "Phoenix")
WHEREAS:
A. RLM is the owner of certain claim blocks in the Province of
Ontario including those claims described in Past 1 of Schedule A
hereto and has an option to acquire those mineral claims in the
province of Ontario described in Part 2 of Schedule A;
B. RLM is primarily interested in prospecting for diamonds;
C. Phoenix is the owner of the options to purchase the claim
blocks which are comprised of the mineral claims in the Province of
Ontario described in Schedule B hereto and is primarily interested
in prospecting for gold and base metals ;
D. Each of the Parties has agreed to give the other access to
its respective Claim Block on the terms herein contained
NOW THIS AGREEMENT WITNESSES THAT in consideration of the mutual
promises herein contained the Parties have agreed as follows:
DEFINITIONS
1. In this agreement each of the following expressions will have
the following meanings:
"Advanced Exploration Project" means a
project which has mineral resources which have been calculated or
estimated in a report prepared pursuant to National Instrument
43-101 Standards of Disclosure for Mineral Projects;
"Claim Block" means, for RLM, the group
of mineral claims described in Schedule A of this agreement and,
for Phoenix means the group of mineral claims described in Schedule
B to thus agreement;
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"Feasibility Study" means au
engineering study which has been prepared reasonably in accordance
with industry standards and which, in the case of RLM details
diamond ore reserves, or, in the case of Phoenix details base or
precious metal ore reserves, in each case on a particular property
or properties and recommends a decision to construct and operate a
mine on such property or properties;
"Joint Venture Agreement" means an
agreement entered into between a Party and a third party for the
development of all or a portion of such Party's Claim Block in
which the Party retains a net profits interest or other working
interest of not less than 15%.
"Net Returns Royalty" means a royalty
equal 1% of the gross proceeds actually received by the Party
paying the royalty, in cash or products, from the sale of diamonds,
precious metals, base metals or related products after deduction of
all commissions, transportation and third Party refining costs;
"Net Smelter Royalties" means the net
smelter return royalties due under the Third Party Options;
"Party" means one of the parties to
this agreement;
"Target Mineral" refers to diamonds
with respect to RLM and refers to precious metals and base metals
with respect to Phoenix;
"Production Party" means a Party
preparing a Feasibility Study as contemplated by paragraph 10;
"Term" means the term of this agreement
which will commence on the date of this agreement and continue in
force for as long as each of the Parties or their respective
successors, assigns or transferees retain an interest in its Claim
Block or any portion thereof;
"Third Party Option" means in respect
of the RLM Claim Block the option agreements described in Schedule
A hereto, and, with respect to the Phoenix Claim Block means the
option agreements described in Schedule B hereto
MUTUAL RIGHTS OF ACCESS
2. Each of the Parties hereby grants the other Party during the
Term of this agreement the right to explore for such other Parry's
Target Mineral on the granting Party's Claim Block including the
right for itself its employees, agents and joint venture partners
to have access to, to take samples from-to conduct geophysical
operations on, to conduct drilling and bulk sampling and all other
prospecting procedures related to such Target Mineral.
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SHARING OF INFORMATION
3. Each of the Parties shall provide the other Party, upon
receipt of a written request therefore, with copies of all reports,
analyses and other exploration information resulting from such
Party's exploration work on the Claim Block of the other Party.
INFORMATION CONFIDENTIAL
4. All of the information provided by one Party to the other
Party pursuant to paragraph 3 above shall be maintained by the
recipient in complete confidence and shall not be used or
communicated to third persons except as follows:
(a) if and to the extent that the
information relates to the Target Mineral of the Party providing
the information, then the Party receiving the information shall
keep it completely confidential, except as public disclosure may be
required by securities laws having application to the receiving
Party;
(b) if and to the extent that the
information relates to the Target Mineral of the Party receiving
the information, then the party receiving the information shall be
free to use and disclose such information as it sees fit
ASSESSMENT WORK
5. Each Party
