February 24, 2007 Letter Agreement
February
24, 2007
The
following sets forth the principal terms and conditions upon which the parties
hereto would
enter into the transactions with Rubicon Mineral Corporation (“Rubicon”) as
described
below.
1.
The
parties will prepare a definitive agreement (the “Definitive Agreement”) setting
forth
the
final terms of the proposed transactions described in Schedule “A” attached
hereto.
The Definitive Agreement will reflect the agreed upon terms and conditions
as
well
as
customary terms and conditions. The parties will work in good faith to have
the
Definitive
Agreement negotiated and finalized by March 31, 2007. In addition, the
parties
will negotiate ancillary agreements as required. The Definitive Agreement and
ancillary
agreements shall be approved by the Board of Directors of Rubicon and Lexam
prior
to
their execution. Rubicon will use its best effort to close the proposed
transactions
on
or
before April 30, 2007.
2.
Prior
to the execution of the Definitive Agreement, Rubicon and its advisors will
have
access
to
the records, business information and any key personnel so that it can
conduct
due
diligence of the Alaska and Nevada assets set out in schedule B and C
respectively.
3.
Prior
to the execution of the Definitive Agreement, Lexam and ▇▇▇▇▇▇ and its
advisors
will have access to the records, business information and any key personnel
so
that
it
can conduct due diligence of Rubicon.
4.
No
party shall make any public disclosure of this letter of intent or the contents
herein without
the prior written consent of all of the other parties, subject to applicable
law. The parties
hereto intend to issue press releases relating to this Letter of Intent prior
to
the opening
of the TSX on February 26, 2007 and parties will agree to the form and content
of
press
releases prior to its dissemination.
5.
This
letter shall be governed by the laws of the province of British Columbia and
the
laws
of
Canada applicable therein.
|
Evanachan
Limited
|
▇▇▇▇▇▇
Capital Corporation
|
|
per:
: “▇▇▇▇▇▇
▇▇▇▇▇▇”
|
per:
“▇▇▇▇▇▇
▇▇▇▇▇▇”
|
|
Authorized
Signatory
|
Authorized
Signatory
|
|
Lexam
Explorations Inc.
|
Rubicon
Minerals Corporation
|
|
per:
“▇▇▇
▇▇▇▇”
|
per:
“▇▇▇▇▇
Adamnson”
|
|
Authorized
Signatory
|
Authorized
Signatory
|