Common use of Retained Royalties Clause in Contracts

Retained Royalties. (a) (i) On the date hereof, Nevada JV and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall execute, acknowledge and deliver to Barrick a Net Smelter Returns Royalty Deed in the form attached as Schedule I-A with respect to the properties included in the Barrick Contributed Assets, and (ii) on the first day immediately following the execution and delivery of this Agreement, Nevada JV and Leeville Holdco shall execute, acknowledge and deliver to Newmont a Net Smelter Returns Royalty Deed in the form attached as Schedule I-B with respect to the properties included in the Newmont Contributed Assets (each a “Retained Royalty Deed”). (b) If and when an Excluded Development/Exploration Property is contributed to Nevada JV by a Member or an Affiliate of such Member in accordance with Section 6.1, such Member, Nevada JV and the other grantor (i.e., either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Leeville Holdco) under the Retained Royalty Deed to which such Member is a party shall amend such Retained Royalty Deed to: (i) include the contributed properties in the “Properties” that are subject to such Retained Royalty Deed, and (ii) increase the Threshold Amount as stated in such Retained Royalty Deed by the amounts of all mineral reserves (proven and probable) and mineral resources (measured, indicated and inferred) of gold and, if applicable, copper, if any, for such Excluded Development/Exploration Property, as stated in the most recent public filings of such Member’s Parent. (c) If Nevada JV or any subsidiary of Nevada ▇▇ ▇▇▇▇▇, abandons or otherwise disposes of any Nevada JV property that is subject to a Retained Royalty Deed, then: (i) such property shall cease to be subject to such Retained Royalty Deed; (ii) the parties to such Retained Royalty Deed shall amend such Retained Royalty Deed to exclude such property; (iii) the “Threshold Amount” as stated in such Retained Royalty Deed shall be reduced by (A) the amounts of all mineral reserves (proven and probable) and mineral resources (measured, indicated and inferred) of gold and copper, if applicable, if any, that were attributable to such property on the date of the Implementation Agreement for purposes of calculating such Threshold Amount (or, in the case of a contributed Excluded Development/Exploration Property, the date of its contribution in accordance with Section 6.1), less (B) the quantities of gold and, if applicable, copper that were produced by Nevada JV and its subsidiaries from such property and credited towards the Threshold Amount prior to the date of such disposition; and (iv) the conveyance of such property shall be made subject to the retention in favor of the Member that contributed, or whose Affiliate contributed, such property (or the entity holding such property) to Nevada JV, of a royalty equal to (A) 1.5% of net smelter returns on all production from such property, net of (B) the amount of any other royalties on such property as of the date of such conveyance (“Existing Royalties”), on the same terms and conditions as the applicable Retained Royalty Deed but without including any “Threshold Amount” or similar concept, in form reasonably acceptable to such Member; provided that the royalty retained by such Member shall in no event be less than 0.5% of net smelter returns on all production from such property. By way of example, if, as of the date of such conveyance, such property is subject to an Existing Royalty in the amount of (1) 0.5% of net smelter returns on production, then the amount of the royalty retained by the Member that contributed, or whose Affiliate contributed, such property shall be equal to 1.0% or net smelter returns, or (2) 1.5% of net smelter returns or more, then the amount of the royalty retained by the Member that contributed, or whose Affiliate contributed, such property shall be 0.5% of net smelter returns. If any Existing Royalty is other than a net smelter returns royalty, then the Members shall negotiate in good faith to agree on an equivalent value net smelter returns royalty for purposes of determining the amount of such Existing Royalty that is netted pursuant to clause (B) above.

Retained Royalties. (a) (i) On the date hereof, Nevada JV and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall execute, acknowledge and deliver to Barrick a Net Smelter Returns Royalty Deed in the form attached as Schedule I-A with respect to the properties included in the Barrick Contributed Assets, and (ii) on the first day immediately following the execution and delivery of this Agreement, Nevada JV and Leeville Holdco shall execute, acknowledge and deliver to Newmont a Net Smelter Returns Royalty Deed in the form attached as Schedule I-B with respect to the properties included in the Newmont Contributed Assets (each a “Retained Royalty Deed”). (b) If and when an Excluded Development/Exploration Property is contributed to Nevada JV by a Member or an Affiliate of such Member in accordance with Section 6.1, such Member, Nevada JV and the other grantor (i.e., either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Leeville Holdco) under the Retained Royalty Deed to which such Member is a party shall amend such Retained Royalty Deed to: (i) include the contributed properties in the “Properties” that are subject to such Retained Royalty Deed, and (ii) increase the Threshold Amount as stated in such Retained Royalty Deed by the amounts of all mineral reserves (proven and probable) and mineral resources (measured, indicated and inferred) of gold and, if applicable, copper, if any, for such Excluded Development/Exploration Property, as stated in the most recent public filings of such Member’s Parent. (c) If Nevada JV or any subsidiary of Nevada ▇▇ ▇▇▇▇▇, abandons or otherwise disposes of any Nevada JV property that is subject to a Retained Royalty Deed, then: (i) such property shall cease to be subject to such Retained Royalty Deed; (ii) the parties to such Retained Royalty Deed shall amend such Retained Royalty Deed to exclude such property; (iii) the “Threshold Amount” as stated in such Retained Royalty Deed shall be reduced by (A) the amounts of all mineral reserves (proven and probable) and mineral resources (measured, indicated and inferred) of gold and copper, if applicable, if any, that were attributable to such property on the date of the Implementation Agreement for purposes of calculating such Threshold Amount (or, in the case of a contributed Excluded Development/Exploration Property, the date of its contribution in accordance with Section 6.1), less (B) the quantities of gold and, if applicable, copper that were produced by Nevada JV and its subsidiaries from such property and credited towards the Threshold Amount prior to the date of such disposition; and (iv) the conveyance of such property shall be made subject to the retention in favor of the Member that contributed, or whose Affiliate contributed, such property (or the entity holding such property) to Nevada JV, of a royalty equal to (A) 1.5% of net smelter returns on all production from such property, net of (B) the amount of any other royalties on such property as of the date of such conveyance (“Existing Royalties”), on the same terms and conditions as the applicable Retained Royalty Deed but without including any “Threshold Amount” or similar concept, in form reasonably acceptable to such Member; provided that the royalty retained by such Member shall in no event be less than 0.5% of net smelter returns on all production from such property. By way of example, if, as of the date of such conveyance, such property is subject to an Existing Royalty in the amount of (1) 0.5% of net smelter returns on production, then the amount of the royalty retained by the Member that contributed, or whose Affiliate contributed, such property shall be equal to 1.0% or net smelter returns, or (2) 1.5% of net smelter returns or more, then the amount of the royalty retained by the Member that contributed, or whose Affiliate contributed, such property shall be 0.5% of net smelter returns. If any Existing Royalty is other than a net smelter returns royalty, then the Members shall negotiate in good faith to agree on an equivalent value net smelter returns royalty for purposes of determining the amount of such Existing Royalty that is netted pursuant to clause (B) above.