Common use of DEFINITIONS Clause in Contracts

DEFINITIONS. As used in this Annex “B”, the following capitalized words and phrases shall have the meanings set forth below: “Beneficiary” means THE ASSIGNOR, any successor and any assignee of all or of any portion of the Royalty. “Contract” means the Assigment Rights Agreement which this document is attached as Annex “B”. “Mineral Price Quotation” for gold on any particular London Business Day, means the daily afternoon fix (closing price) on the London Bullion Market Association (commonly referred to as the “second London fixing,” the “London Closing” the “London fixing p.m.”) for gold on that London Business Day, as published by Metals Week, The Wall Street Journal or other publication of comparable reliability; and for any other mineral other than gold on any Comex Business Day, means the price of such mineral quoted at the close of business on such day by the New York Commodity Exchange. If publication of the Mineral Price Quotation or trading on the London Bullion Market Association or New York Commodity Exchange shall be discontinued, the Payor shall select and utilize a comparable commodity quotation, reasonably acceptable to the Beneficiary, for purposes of calculating the Royalty. The Mineral Price Quotation for gold shall be for ▇ ▇▇▇▇ ounce of gold of .995 minimum fineness. “Deductions” shall have the meaning assigned thereto within the definition of Net Smelter Returns set forth below in this Section 1. “Comex Business Day” means any day on which the New York Commodity Exchange is open for the sale and trading of commodities. “London Business Day” means any day on which the London Bullion Market Association is open for the sale and trading of commodities. “Payor’s Affiliate” means (a) any person or entity owning shares of stock or other form of participating interest in the capital stock of Payor, and (b) any person or entity owned or controlled by any person or entity described in the preceding clause (a). “Net Smelter Returns” attributable to any particular Calendar Quarter, means the Stipulated Value for that Calendar Quarter of all Minerals that are credited to the account of Payor by a smelter, refiner or other bona fide first hand purchaser during that Calendar Quarter, less the following costs and expenses (“Deductions”): (i) all charges and costs, if any, for loading and transporting Minerals (with respect to which the Royalty is paid) to a smelter, refiner, or first hand purchaser, together with all costs of insuring such Minerals in transit; (ii) all charges, costs and penalties, if any, for treating, processing, smelting and refining of such Minerals; (iii) all charges, costs and commissions, if any, of selling such Minerals; and (iv) sales, or other similar or related payment, tax or fee payable by the Payor or any operator or manager of THE CONCESSIONS subject to the Royalty, if any, based directly upon and actually assessed against the value or quantity of Minerals shipped, but excluding any and all of the following payments, taxes, and fees: (1) those based upon the net or gross income received by Payor or any operator or manager of THE CONCESSIONS subject to royalty, that is, income tax and value added tax (VAT) for the account and responsibility of Payor;

DEFINITIONS. As used in this Annex “BC”, the following capitalized words and phrases shall have the meanings set forth below: “Beneficiary” means THE ASSIGNOROPTIONOR, any successor and any assignee of all or of any portion of the Royalty. “Contract” means the Assigment Rights Agreement Exploration Contract and Unilateral Promise of Sale to which this document is attached as Annex “BC”. “Mineral Price Quotation” for gold on any particular London Business Day, means the daily afternoon fix (closing price) on the London Bullion Market Association (commonly referred to as the “second London fixing,” the “London Closing” the “London fixing p.m.”) for gold on that London Business Day, as published by Metals Week, The Wall Street Journal or other publication of comparable reliability; and for any other mineral other than gold on any Comex Business Day, means the price of such mineral quoted at the close of business on such day by the New York Commodity Exchange. If publication of the Mineral Price Quotation or trading on the London Bullion Market Association or New York Commodity Exchange shall be discontinued, the Payor shall select and utilize a comparable commodity quotation, reasonably acceptable to the Beneficiary, for purposes of calculating the Royalty. The Mineral Price Quotation for gold shall be for ▇ ▇▇▇▇ ounce of gold of .995 minimum fineness. “Deductions” shall have the meaning assigned thereto within the definition of Net Smelter Returns set forth below in this Section 1. “Comex Business Day” means any day on which the New York Commodity Exchange is open for the sale and trading of commodities. “London Business Day” means any day on which the London Bullion Market Association is open for the sale and trading of commodities. “Payor’s Affiliate” means (a) any person or entity owning shares of stock or other form of participating interest in the capital stock of Payor, and (b) any person or entity owned or controlled by any person or entity described in the preceding clause (a). “Net Smelter Returns” attributable to any particular Calendar Quarter, means the Stipulated Value for that Calendar Quarter of all Minerals that are credited to the account of Payor by a smelter, refiner or other bona fide first hand purchaser during that Calendar Quarter, less the following costs and expenses (“Deductions”): (i) all charges and costs, if any, for loading and transporting Minerals (with respect to which the Royalty is paid) to a smelter, refiner, or first hand purchaser, together with all costs of insuring such Minerals in transit; (ii) all charges, costs and penalties, if any, for treating, processing, smelting and refining of such Minerals; (iii) all charges, costs and commissions, if any, of selling such Minerals; and (iv) sales, or other similar or related payment, tax or fee payable by the Payor or any operator or manager of THE CONCESSIONS subject to the Royalty, if any, based directly upon and actually assessed against the value or quantity of Minerals shipped, but excluding any and all of the following payments, taxes, and fees: (1) those based upon the net or gross income received by Payor or any operator or manager of THE CONCESSIONS subject to royalty, that is, income tax and value added tax (VAT) for the account and responsibility of Payor;