EXHIBIT 4.5
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TLC VENTURES CORP.
700 - 900 West Hastings Street, Vancouver, BC, V6C 1E5
Fax: 604-687-3912
December 11, 2003
Orogen Holding (BVI)
Limited
c/o Gold Fields Exploration
Inc.
6400 S Fiddlers Green
Circle
Englewood, CO
80111
USA
Fax:
+1(303)796-8683
Attention:
Craig Nelsen, Director
Dear Craig:
STRATEGIC ALLIANCE AGREEMENT
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For good and valuable
consideration, we provide this letter to confirm the
terms
and conditions agreed to in
respect of our strategic relationship (the
"Strategic Alliance"). By
signing this letter the parties are confirming that
they have entered into a
binding agreement (the "Agreement") on the terms and
conditions contained
herein.
DEFINITIONS
In this Agreement:
"Non-Strategic Project" means
any Project (as defined below) owned or held by
the mineral exploration
subsidiary of Gold Fields Limited, Orogen Holding (BVI)
Limited ("Orogen"), or any
subsidiaries of Orogen (collectively with Orogen,
"Gold Fields"), that in its
sole discretion it intends to dispose of to a third
party in an arms' length
transaction but specifically excludes Projects the
holding of which or
transacting upon Gold Fields in its sole discretion deems
to
be strategic to its business
or that through other contractual agreements it is
required to offer to other
parties as part of previous agreements.
"Project" means any portion
of a party's interest in, or rights to acquire an
interest in, mineral
concessions in any location.
"Project Data" means all
information of all types and descriptions whatsoever
and in whatever storage
medium over which the party has possession or control
and which may be provided to
another party without violating any terms or
conditions of any agreements,
orders or instruments by which they are bound
insofar as the same relates
to a Project, including, but not limited to the
following: (a) all maps,
surveys, test results, samples and sampling results,
reports, interpretations,
studies, analyses, feasibility studies, and all other
information and data derived
by or on behalf of the Project owner in the course
of exploration or other
activities or operations on or in connection with the
Project, and (b) all business
files, records and information relating to the
Project.
RIGHT OF FIRST
REVIEW
Should TLC Ventures Corp. or
any of its subsidiaries (collectively, the
"Company") intend to
transfer, assign, option or joint venture a Project
owned
or controlled by the Company
to an arms' length third party directly or
indirectly, Gold Fields shall
have an exclusive right of first review of the
Project Data. The Company
will give Gold Fields written notice of its intention
to offer a Project for
transfer, assignment, option or joint venture. Within 5
business days of receipt of
the notice, Gold Fields may execute and deliver to
the Company a confidentiality
agreement in form reasonably acceptable to the
parties and will then have
the exclusive right to review all Project Data for a
10-business day period, after
which the Company may contact other potential
transferees, assignees,
optionees or joint
<PAGE>
venture partners. The
10-business day review period will be deemed to have
started on the business day
that the Project Data is received by Gold Fields.
The Company will not (a) make
known to any third party its intention to
transfer, assign, option or
joint venture a Project; or (b) make any Project
Data available to any such
third party until the 10-business day period has
elapsed.
S
