Minco Mining & Metals Corp Sample Contracts

Minco Gold Corp – THIS SHARE PURCHASE AGREEMENT dated for reference the 22nd day of May, 2015. AMONG: (April 1st, 2016)

MINCO GOLD CORPORATION, a corporation existing pursuant to the laws of the Province of British Columbia, Canada and having an office at Suite #2772 – 1055 West Georgia Street, Vancouver, British Columbia, Canada

Minco Gold Corp – AMENDED AND RESTATED DECLARATION OF TRUST AND AGENCY AGREEMENT (April 1st, 2016)

THIS AGREEMENT made effective as of the 31st day of July, 2015, notwithstanding the date of execution of this Agreement by the parties hereto.

Minco Gold Corp – Sale Agreement (March 31st, 2015)

Yuanling Minco Mining Ltd. (“Yuanling”) was incorporated in Yuanling Town, Hunan province in China on July 20, 2006. Legal address is: No. 2 Yingbin Avenue South, Yuanling Town, Yuanling County, Hunan province. Register capital is RMB 5 million. Minco China holds 100% of the equity interest in Yuanling.

Minco Gold Corp – TRUST AGREEMENT (March 31st, 2014)

MINCO SILVER CORPORATION, a corporation incorporated under the laws of British Columbia and having an address at Suite 2772 - 1055 West Georgia Street Vancouver, British Columbia, V6E 3P3

Minco Gold Corp – SHARE EXCHANGE AGREEMENT (April 1st, 2013)
Minco Gold Corp – TRUST AGREEMENT (April 20th, 2012)

MINCO GOLD CORPORATION, a corporation incorporated under the laws of British Columbia and having an address at Suite 2772 – 1055 West Georgia Street Vancouver, British Columbia, V6E 3P3

Minco Gold Corp – THIS ASSIGNMENT AGREEMENT is dated effective as of the 10th day of March, 2010. BETWEEN: (April 20th, 2012)

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the Assignee paying to the Assignors the sum of One Dollar ($1.00) and other good and valuable consideration as hereinafter described, the parties hereto covenant and agree each with the other as follows:

Minco Gold Corp – COST SHARING AGREEMENT (April 20th, 2012)

MINCO GOLD CORPORATION, a corporation incorporated under the laws of British Columbia and having an address at Suite 2772 - 1055 West Georgia Street Vancouver, British Columbia, V6E 3P3

Minco Gold Corp – Project Agreement with 208 team[l] (April 20th, 2012)

I, Ng Bee Ling. Certified Simplified Chinese to English Translator, hereby attest that the Chinese language document called "Project Agreement with 208 teani [l]" and that to the best of my knowledge and belief, these translation in English are true and correct,

Minco Gold Corp – MINCO GOLD CORPORATION INCENTIVE STOCK OPTION PLAN (April 20th, 2012)
Minco Gold Corp – Project Agreeent with 208 team - supplement [1] (April 20th, 2012)

I, Ng Bee Ling, Certified Simplified Chinese to English Translator, hereby attest that the Chinese language document called "Project Agreeent with 208 team - supplement [1]" and that to the best of my knowledge and belief, these translation in English are true and correct.

Minco Mining & Metals Corp – THIS JOINT VENTURE CONTRACT is entered into on this 29th day of July, 1999 (July 6th, 2001)

EXHIBIT 10.9 THIS JOINT VENTURE CONTRACT is entered into on this 29th day of July, 1999 BETWEEN EXPLORATION AND DEVELOPMENT INSTITUTE OF LAND AND RESOURCES OF INNER MONGOLIA (hereinafter called " EDILRIM"), an enterprise with legal capacity established in accordance with the relevant law and regulations of the People's Republic of China Registration Place: 12 Daxue Rd., Hohhot, Inner Mongolia, China Legal Representative: Zhihua Hou Position: Manager Nationality: Chinese AND MINCO MINING & METALS CORPORATION (hereinafter called "MINCO"), an enterprise with legal capacity established in accordance with the relevant law and regulations of British Columbia, Canada Registration Place: 1807 - 401 West Georgia Street, Vancouver, British Columbia, Canada

Minco Mining & Metals Corp – JOINT VENTURE CONTRACT (July 6th, 2001)

EXHIBIT 10.8 SINO-FOREIGN JOINT VENTURE TO ESTABLISH GANSU KEYIN MINING CO., LTD JOINT VENTURE CONTRACT Date: August 28, 1998 2 INDEX HEADING PREAMBLE 1. DEFINITIONS AND INTERPRETATION.......................................................9 1.1 DEFINITIONS...................................................................9 1.2 HEADINGS.....................................................................14 1.3 CONTRACT PARAMOUNT...........................................................14 1.4 EXTENDED MEANINGS............................................................14 1.5 CALCULATION OF TIME.............................................

Minco Mining & Metals Corp – ASSIGNMENT OF CONTRACTS AND SHARE PURCHASE AGREEMENT (July 6th, 2001)

EXHIBIT 10.5 ASSIGNMENT OF CONTRACTS AND SHARE PURCHASE AGREEMENT THIS AGREEMENT made as of the 19th day of February, 1996. BETWEEN MINCO MINING AND METALS CORPORATION, a company validly subsisting under the laws of British Columbia with an office at Suite 1870, 401 West Georgia Street, Vancouver, British Columbia, V6B 5AI ("Minco") PACIFIC CANADA RESOURCES INC., a company validly subsisting under the laws of Ontario with an office at 350 Bay Street, 7th Floor, Toronto, Ontario, M5H 2S6 ("PCR") W H E R E A S: A. PCR has entered into a letter of intent with Teck Exploration Ltd. ("Teck") and Baiyin Non-Ferrous Metals Company ("Baiyin") dated June 6, 1995, regarding the exploration and development of the Lijiagou lead-zinc deposit and possible acquisition of the Changba open pit mine (the "CB-LG Property") located in Chenxi

Minco Mining & Metals Corp – THIS JOINT VENTURE CONTRACT is entered into on this 29th day of July, 1999 (May 4th, 2001)

THIS JOINT VENTURE CONTRACT is entered into on this 29th day of July, 1999 BETWEEN EXPLORATION AND DEVELOPMENT INSTITUTE OF LAND AND RESOURCES OF INNER MONGOLIA (hereinafter called " EDILRIM"), an enterprise with legal capacity established in accordance with the relevant law and regulations of the People's Republic of China Registration Place: 12 Daxue Rd., Hohhot, Inner Mongolia, China Legal Representative: Zhihua Hou Position: Manager Nationality: Chinese AND MINCO MINING & METALS CORPORATION (hereinafter called "MINCO"), an enterprise with legal capacity established in accordance with the relevant law and regulations of British Columbia, Canada Registration Place: 1807 - 401 West Georgia Street, Vancouver, British Columbia, Canada Add

Minco Mining & Metals Corp – JOINT VENTURE CONTRACT (May 4th, 2001)

SINO-FOREIGN JOINT VENTURE TO ESTABLISH GANSU KEYIN MINING CO., LTD JOINT VENTURE CONTRACT Date: August 28, 1998 2 INDEX HEADING PREAMBLE 1. DEFINITIONS AND INTERPRETATION.......................................................9 1.1 DEFINITIONS...................................................................9 1.2 HEADINGS.....................................................................14 1.3 CONTRACT PARAMOUNT...........................................................14 1.4 EXTENDED MEANINGS............................................................14 1.5 CALCULATION OF TIME..........................................................14

Minco Mining & Metals Corp – COOPERATION AGREEMENT (May 4th, 2001)

COOPERATION AGREEMENT REGARDING THE DEVELOPMENT OF THE CHANGBA-LIJIAGOU LEAD-ZINC DEPOSIT Between Minco Mining & Metals Corporation And Baiyin Non-Ferrous Metals Company Baiyin, Gansu, China November 17, 1997 2 COOPERATION AGREEMENT REGARDING THE DEVELOPMENT OF THE CHANGBA-LUIAGOU LEAD-ZINC DEPOSIT THIS AGREEMENT is executed on the 17th day of November, 1997, in Baiyin City, Gansu Province, China. BETWEEN: MINCO MINING & METALS CORPORATION a public corporation incorporated under the laws of British Columbia (referred to herein as "MINCO") Registered Address:

Minco Mining & Metals Corp – ASSIGNMENT OF CONTRACTS AND SHARE PURCHASE AGREEMENT (May 4th, 2001)

ASSIGNMENT OF CONTRACTS AND SHARE PURCHASE AGREEMENT THIS AGREEMENT made as of the 19th day of February, 1996. BETWEEN MINCO MINING AND METALS CORPORATION, a company validly subsisting under the laws of British Columbia with an office at Suite 1870, 401 West Georgia Street, Vancouver, British Columbia, V6B 5AI ("Minco") PACIFIC CANADA RESOURCES INC., a company validly subsisting under the laws of Ontario with an office at 350 Bay Street, 7th Floor, Toronto, Ontario, M5H 2S6 ("PCR") W H E R E A S: A. PCR has entered into a letter of intent with Teck Exploration Ltd. ("Teck") and Baiyin Non-Ferrous Metals Company ("Baiyin") dated June 6, 1995, regarding the exploration and development of the Lijiagou lead-zinc deposit and possible acquisition of the Changba open pit mine (the "CB-LG Property") located in Chenxian, Gansu Provi

Minco Mining & Metals Corp – INVESTMENT AND PARTICIPATION AGREEMENT (May 4th, 2001)

INVESTMENT AND PARTICIPATION AGREEMENT THIS AGREEMENT made as of the 19th day of February, 1996 AMONG: PACIFIC CANADA RESOURCES INC., a body corporate incorporated under the laws of Ontario, with an office at 350 Bay Street, Toronto, Ontario, M5H 2S6 ("PCR") AND: TECK CORPORATION, a body corporate incorporated under the laws of Canada, with an office at 700 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L9 ("Teck") AND: COMINCO LTD., a body corporate incorporated under the laws of Canada, with an office at 500 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L7 ("Cominco") WHEREAS: (A) Under Chinese law a foreigner may acquire an interest in a joint venture or other recognized Chinese vehicle which in turn holds a mineral property in China; (B) PC

Minco Mining & Metals Corp – ESCROW AGREEMENT - PROPERTY (October 18th, 2000)

ESCROW AGREEMENT - PROPERTY THIS AGREEMENT is made as of the 24th day of December, 1992. BETWEEN: MONTREAL TRUST COMPANY OF CANADA, -------------------------------- 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 (hereinafter called the "Escrow Agent") OF THE FIRST PART AND: CONSOLIDATED CAPROCK RESOURCES LTD., ----------------------------------- Suite 900, 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4 (hereinafter called the "Company") OF THE SECOND PART AND: THE UNDERSIGNED SHAREHOLDERS IN CONSOLIDATED CAPROCK RESOURCES LTD. (hereinafter individually cal

Minco Mining & Metals Corp – INVESTMENT AND PARTICIPATION AGREEMENT (October 18th, 2000)

INVESTMENT AND PARTICIPATION AGREEMENT THIS AGREEMENT made as of the 20th day of February, 1996 AMONG: MINCO MINING AND METALS CORPORATION, a body corporate incorporated under the laws of British Columbia, with an office at 1870-401 West Georgia Street, Vancouver, B.C., V6B 5A1 ("Minco") AND: TECK CORPORATION, a body corporate incorporated under the laws of Canada, with an office at 700 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L-9 ("Teck") AND: COMINCO LTD., a body corporate incorporated under the laws of Canada, with an office at 500 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L7 ("Cominco") WHEREAS: (A) Pacific Canada Resources Inc. ("PCR") has entered into an investment and participation agreement dated as of February 19, 1996 (the "Teck-Cominco-PCR Agreement") with Teck and Cominco under which PCR has granted certain rights to Teck and Cominco in exchange fo

Minco Mining & Metals Corp – PERFORMANCE SHARES ESCROW AGREEMENT (October 18th, 2000)

PERFORMANCE SHARES ESCROW AGREEMENT THIS AGREEMENT is dated for reference the 17th day of August, 1995 and made AMONG: MONTREAL TRUST COMPANY OF CANADA, of Montreal Trust Company of Canada, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 (the "Escrow Agent") AND: MINCO MINING AND METALS CORPORATION, a British Columbia company, having its registered and records office at Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6; (the "Issuer") AND: EACH SHAREHOLDER, as defined in this Agreement; (collectively, the "Parties"). WHEREAS the Shareholder has acquired or is about to acquire shares of the Issuer; AND WHEREAS the Escrow Agent has agreed to act as escrow agent in respec

Minco Mining & Metals Corp – CONSULTING AGREEMENT (October 18th, 2000)

CONSULTING AGREEMENT THIS AGREEMENT is dated the 25 day of June, 1996, BETWEEN: MINCO MINING & METALS CORPORATION 1870-401 West Georgia Street Vancouver British Columbia, V6B 5A1 (herein the "CLIENT") - and - KAISUN GROUP CANADA INC. 3220 Colonial Drive Mississauga Ontario, L5L 5K8 (herein the "CONSULTANT") WHEREAS the Client desires to engage the Consultant to provide services to the Client for the term of this Agreement and the Consultant has agreed to provide such services, all in consideration and upon the terms and conditions contained herein; NOW THEREFORE it is hereby agreed as follows:

Minco Mining & Metals Corp – COOPERATION AGREEMENT (January 26th, 1998)

1 EXHIBIT 10.24 COOPERATION AGREEMENT FOR MINERAL EXPLORATION AND DEVELOPMENT BETWEEN MINCO MINING & METALS CORPORATION AND BAIYIN NON-FERROUS METALS COMPANY 2 COOPERATION AGREEMENT FOR MINERAL EXPLORATION AND DEVELOPMENT THIS AGREEMENT is executed on the 17th day of November 1997, in Baiyin City, on Gansu Province, China. BETWEEN: BAIYIN NON-FERROUS METALS COMPANY a corporation incorporated under the laws of the People's Republic of China (Referred to herein as "BAIYIN") REGISTERED ADDRESS: Baiyin City, Gansu Province, China AUTHORIZED REPRESENTATIVE: Mr. Shichang Ren

Minco Mining & Metals Corp – THIS ASSIGNMENT AGREEMENT made as of the 17th day of January, 1997. (January 26th, 1998)

1 EXHIBIT 10.19 THIS ASSIGNMENT AGREEMENT made as of the 17th day of January, 1997. BETWEEN: MAGKO, an international joint stock geological company having an office at Ulitsa Miklukho-Maklaya 23, Moscow, Russia (hereinafter called "Magko") OF THE FIRST PART AND: MINCO MINING & METALS CORPORATION, a company duly incorporated pursuant to the laws of British Columbia, and having an office at Suite 1870, 401 West Georgia Street, Vancouver, British Columbia, Canada (hereinafter called "Minco") OF THE SECOND PART WHEREAS: A. Pursuant to a General Agreement dated August 27, 1995 made between Magko and the Ministry of Geology and Mineral Resources of the Kyrgyz Republic (the "Ministry"), and a

Minco Mining & Metals Corp – THIS AGREEMENT is made as of the 17th day of April, 1997 (January 26th, 1998)

1 EXHIBIT 10.22 THIS AGREEMENT is made as of the 17th day of April, 1997 BETWEEN: TRIPLE EIGHT MINERAL CORPORATION, c/o East Asia Corporation Services (BVI) Limited, Columbus Centre Building, Wickhams Cay, Road Town, Tortola, British Virgin Islands (herein called "Temco") OF THE FIRST PART AND: GEOEXPLORATION CORPORATION OF THE FIRST GEOEXPLORATION BUREAU OF THE PEOPLE'S REPUBLIC OF CHINA, Sanhe City, Hebei Province, China (herein called "GEC-FGEB") OF THE SECOND PART (collectively, referred to herein as the "parties") W H E R E A S: A. The parties entered into a joint venture contract dated December 25, 1995 (the "Joint Venture Agreement") in respect of the exploration and developme

Minco Mining & Metals Corp – AGREEMENT (January 26th, 1998)

1 EXHIBIT 10.23 AGREEMENT I hereby certify that this instrument is a true copy of the original instrument. /s/ VICTOR P. HARWARDT ----------------------------- Victor P. Harwardt, Solicitor This Agreement made as of the 16th day of July, 1997. BETWEEN: MINCO MINING & METALS CORPORATION, a company incorporated under the laws of British Columbia having a business office at 1200 - 543 Granville Street, Vancouver, British Columbia, V6C IX8; (the "Company AND: CAMDEN FINANCIAL, having an office at 3033 Fernwood Avenue, Lo

Minco Mining & Metals Corp – THIS ASSIGNMENT AGREEMENT made as of the 17th day of January, 1997. (December 12th, 1997)

1 EXHIBIT 10.19 THIS ASSIGNMENT AGREEMENT made as of the 17th day of January, 1997. BETWEEN: MAGKO, an international joint stock geological company having an office at Ulitsa Miklukho-Maklaya 23, Moscow, Russia (hereinafter called "Magko") OF THE FIRST PART AND: MINCO MINING & METALS CORPORATION, a company duly incorporated pursuant to the laws of British Columbia, and having an office at Suite 1870, 401 West Georgia Street, Vancouver, British Columbia, Canada (hereinafter called "Minco") OF THE SECOND PART WHEREAS: A. Pursuant to a General Agreement dated August 27, 1995 made between Magko and the Ministry of Geology and Mineral Resources of the Kyrgyz Republic (the "Ministry"), and a

Minco Mining & Metals Corp – COOPERATION AGREEMENT (December 12th, 1997)

1 EXHIBIT 10.24 COOPERATION AGREEMENT FOR MINERAL EXPLORATION AND DEVELOPMENT BETWEEN MINCO MINING & METALS CORPORATION AND BAIYIN NON-FERROUS METALS COMPANY 2 COOPERATION AGREEMENT FOR MINERAL EXPLORATION AND DEVELOPMENT THIS AGREEMENT is executed on the 17th day of November 1997, in Baiyin City, on Gansu Province, China. BETWEEN: BAIYIN NON-FERROUS METALS COMPANY a corporation incorporated under the laws of the People's Republic of China (Referred to herein as "BAIYIN") REGISTERED ADDRESS: Baiyin City, Gansu Province, China AUTHORIZED REPRESENTATIVE: Mr. Shichang Ren

Minco Mining & Metals Corp – THIS AGREEMENT is made as of the 17th day of April, 1997 (December 12th, 1997)

1 EXHIBIT 10.22 THIS AGREEMENT is made as of the 17th day of April, 1997 BETWEEN: TRIPLE EIGHT MINERAL CORPORATION, c/o East Asia Corporation Services (BVI) Limited, Columbus Centre Building, Wickhams Cay, Road Town, Tortola, British Virgin Islands (herein called "Temco") OF THE FIRST PART AND: GEOEXPLORATION CORPORATION OF THE FIRST GEOEXPLORATION BUREAU OF THE PEOPLE'S REPUBLIC OF CHINA, Sanhe City, Hebei Province, China (herein called "GEC-FGEB") OF THE SECOND PART (collectively, referred to herein as the "parties") W H E R E A S: A. The parties entered into a joint venture contract dated December 25, 1995 (the "Joint Venture Agreement") in respect of the exploration and developme

Minco Mining & Metals Corp – AGREEMENT (December 12th, 1997)

1 EXHIBIT 10.23 AGREEMENT I hereby certify that this instrument is a true copy of the original instrument. /s/ VICTOR P. HARWARDT ----------------------------- Victor P. Harwardt, Solicitor This Agreement made as of the 16th day of July, 1997. BETWEEN: MINCO MINING & METALS CORPORATION, a company incorporated under the laws of British Columbia having a business office at 1200 - 543 Granville Street, Vancouver, British Columbia, V6C IX8; (the "Company AND: CAMDEN FINANCIAL, having an office at 3033 Fernwood Avenue, Lo