If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

        Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

        *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

        The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.            127907-10-3        

CUSIP No.            127907-10-3        

CUSIP No.            127907-10-3        

Item 1. Security and Issuer.

        This Statement on Schedule 13D (this "Schedule") relates to the common stock, no par value ("Common Stock"), of Calais Resources Inc., a British Columbia corporation (the "Issuer"). The principal executive offices of the Issuer are located at the Consolidated Caribou Mine site office, P.O. Box 653—Caribou, Nederland CO 80466.

Item 2. Identity and Background.

        The persons filing this statement (collectively, the "Reporting Persons") are:

(a)

Resource Capital Fund III L.P., a Cayman Islands limited partnership (the "Fund"), the principal business of which is to make investments in mining companies;



(b)

Resource Capital Associates III L.P., a Cayman Islands limited partnership ("Associates"), the principal business of which is to act as the general partner of the Fund; and



(c)

RCA III GP L.L.C., a Delaware limited liability company ("RCA"), the principal business of which is to act as the general partner of Associates.

        The sole members and executive officers of RCA are James McClements, Rodman Drake and Henderson Tuten (collectively, the "Executive Officers"). Mr. McClements is a citizen of Australia and Messrs. Drake and Tuten are citizens of the United States. Mr. McClements' principal occupation is serving as President and CEO of RCA. Mr. Drake's principal occupation is serving as a principal of CIP Management, LLC, the address of which is 660 Madison Ave., 15th floor, New York, NY 10021. Mr. Tuten's principal occupation is acting as a private investor.

        The business address of each of the Reporting Persons and each of the Executive Officers is 1400 Sixteenth St., Suite 200, Denver, CO 80202.

        During the last five years, neither any Reporting Person nor any Executive Officer has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making any of them subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

        The Fund financed the purchase of the Units pursuant to the Subscription Agreement (as those terms are defined in Item 6) with cash on hand.

Item 4. Purpose of Transaction.

        The Fund made the investment and entered into the agreements described in this Schedule for investment purposes. The Fund may seek to exercise a degree of influence over the affairs of the Issuer through board representation or otherwise. The Fund currently intends to exercise its right under the Investor Rights Agreement (as that term is defined in Item 6) to designate two persons to act as non-voting observers at meetings of the board of directors of the Issuer and all board committees. The Fund intends to continue to evaluate the Issuer's business affairs, financial position and prospects, as well as conditions in the securities markets and the economy generally. Based on that continuing evaluation, the Fund will take such action as it deems appropriate, including, but not limited to, (i) engaging in communications with the management, board of directors and/or other shareholders of the Issuer concerning the operations and management of the Issuer and other matters and (ii) proposing additional transactions with the Issuer, including transactions that could result in a

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change of control of the Issuer. The Fund may acquire additional shares of Common Stock or other securities of the Issuer as a result of those transactions or on the open market. In the alternative, the Fund may decide not to acquire additional shares of Common Stock (through the exercise of the options described in Item 6 or otherwise) and/or to sell all or a portion of its Common Stock.

        Except as described in this Schedule, none of the Reporting Persons nor any of the Executive Officers currently has any plans or proposals which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of those persons reserves the right to acquire or dispose of securities of the Issuer, to exercise the rights described in Item 6, or to formulate other purposes, plans or proposals regarding the Issuer or its securities to the extent deemed advisable in light of general investment policies, market conditions and other factors.

Item 5. Interest in Securities of the Issuer.

        On March 31, 2005, the Fund (i) acquired record ownership of 1.1 million shares of Common Stock, (ii) obtained the right to acquire 1.1 million Warrant Shares (as that term is defined in Item 6) and 5.9 million Option Shares (as that term is defined in Item 6) within 60 days and (iii) obtained the right to acquire voting control of the Additional Shares (as that term is defined in Item 6) within 60 days. The Fund has been informed by the Option Sellers (as that term is defined in Item 6) that there were, as of March 31, 2005, an aggregate of 1,915,818 Additional Shares. Accordingly, the Fund may be deemed to have beneficial ownership of a total of 10,015,818 shares of Common Stock as of that date. According to the Issuer's Quarterly Report on Form 10-QSB for the quarter ended August 31, 2004, there were, as of that date, 20,143,453 shares of Common Stock issued and outstanding. Based on the foregoing, the Fund may be deemed to have sole voting and dispositive power over approximately 33.2% of the issued and outstanding Common Stock. Because Associates is the general partner of the Fund, and RCA is general partner of Associates, both Associates and RCA may be deemed to have indirect beneficial ownership of the Common Stock beneficially owned by the Fund.

        Except as described above and in Item 6, none of the Reporting Persons nor any of the Executive Officers has effected any transaction with respect to the Common Stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

        On March 31, 2005, the Fund purchased from the Issuer 1.1 million units of the Issuer (the "Units") for U.S. $0.20 per Unit. The purchase was effected pursuant to a subscription agreement, dated as of March 31, 2005, between the Fund and the Issuer (the "Subscription Agreement"). Each Unit consists of one share of Common Stock and one warrant (a "Warrant"), exercisable at any time prior to March 31, 2010, to purchase an additional share of Common Stock (collectively, the "Warrant Shares") for U.S. $0.30 per share. The terms of the Warrants are governed by a warrant agreement, dated as of March 31, 2005, between the Fund and the Issuer (the "Warrant Agreement").

        Also on March 31, 2005, the Fund and the Issuer entered into an investor rights agreement (the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, among other things, the Issuer agreed to effect up to five "demand" registrations of Common Stock held by the Fund under the Securities Act of 1933, as amended (the "Securities Act"), provided that the Common Stock included in each such registration have an expected aggregate offering price in excess of U.S. $200,000. The agreement also provides that (i) the Issuer will use its best efforts to qualify to file registration statements on Form S-3 and (ii) once it is so qualified, it will effect an unlimited number of additional demand registrations using such form when so requested by the Fund, provided that the Common Stock included in each such registration have an aggregate offering price of U.S. $500,000 or more. The agreement further provides that so long as the Fund owns an aggregate of at least one million shares of

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Common Stock and/or Warrants, it will be entitled to designate two persons to serve either (i) as non-voting observers at all meetings of the board of directors of the Issuer and all board committees or (ii) as directors of the Issuer.

        Also on March 31, 2005, the Fund entered into option agreements (the "Option Agreements") with four holders of Common Stock (the "Option Sellers") pursuant to which the Fund acquired the right to purchase, upon the payment of option fees totaling $U.S. 30,000, an aggregate of 5.9 million additional shares of Common Stock (the "Option Shares") from the Option Sellers for U.S. $0.15 per share. The options may be exercised at any time on or before June 1, 2005. The Fund paid the option fees on April 1, 2005. In the event the Fund exercises its option under any of the Option Agreements, the relevant Option Seller will enter into a voting agreement (the "Voting Agreement") with the Fund pursuant to which the Option Seller will agree to vote the shares of Common Stock then held by it other than those subject to the option (the "Additional Shares") as directed by the Fund.

        The foregoing descriptions of the Subscription Agreement, the Warrant Agreement, the Investor Rights Agreement, the Option Agreements and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of each document, copies of each of which are filed as exhibits hereto and are incorporated herein by reference.

        Except as set forth in this Schedule, none of the Reporting Persons nor any of the Executive Officers has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect of any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over securities of the Issuer.

Item 7. Material to Be Filed as Exhibits.

        See the Index of Exhibits.

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SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 11, 2005

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Index of Exhibits.

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Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.

Index of Exhibits.

Exhibit 1

JOINT FILING AGREEMENT

        The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This agreement may be included as an exhibit to such joint filing.

Dated: April 11, 2005.

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EXHIBIT 2

THE SECURITIES SUBSCRIBED FOR HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE BLUE SKY OR SECURITIES LAWS AND ARE OFFERED UNDER AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK SUBSCRIPTION AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

SUBSCRIPTION FORM

        The undersigned, RESOURCE CAPITAL FUND III L.P. (hereinafter referred to as the "Subscriber"), hereby irrevocably tenders this offer which, upon acceptance by Calais Resources Inc. (the "Company"), shall constitute a subscription agreement on the part of the Subscriber to subscribe and purchase, and on the part of the Company, to issue and sell to the Subscriber 1,100,000 Units at US $0.20 per Unit (each a Unit and, Collectively, the "Units") (also known as the "Securities"), each Unit consisting of one share of restricted common stock and one common stock purchase warrant, with each warrant entitled to purchase one share of restricted common stock at US$ 0.30 per share exercise price through March 24, 2010, all on the terms and subject to the conditions set forth below (collectively, the "Subscription Agreement").

In further consideration of the Company's acceptance of the subscription herein, the Subscriber hereby represents and warrants, covenants or acknowledges to the Company, as follows:

1.

The Company cannot offer any assurance that the funds to be received by this subscription agreement will be sufficient to permit the Company to meet its immediate obligations.



2.

The Subscriber acknowledges and understands that the Company has only limited cash resources available to it and there is no assurance that the Company will be able to obtain the cash resources necessary to repay its debt and finance its operations, that its Caribou property is collateralized by a US$4,500,000 mortgage due July 31, 2005, which (if not timely paid) may lead to foreclosure and loss of our principal properties; that it has uncertain title to its Nevada properties, that it must achieve certain performance goals in order to maintain its Panama properties and there is no assurance it will be able to meet its contractual commitments if it cannot restructure the arrangement with respect to these properties, there is no assurance the Company will be able to achieve production of minerals from its prospects, the Company is subject to operational and environmental hazards and risks normally associated with mineral exploration, there is no assurance that price fluctuations will not adversely affect the Company, further action may be necessary with respect to enforcement of the settlement agreement between the Company and Marlowe Harvey and related entities entered into in March 2004, the Company is dependent on key personnel who could resign, security holders' interests in the Company may be diluted by issuing additional securities to obtain additional financing, and broker-dealers may be discouraged from selling the Company's securities because its common stock is considered penny stock. The Subscriber acknowledges and understands that the Company needs a significant amount of additional financing to continue its operations and carry forward its business plan, and that the funds expected to be made available to the Company as described in the first paragraph above will provide it valuable working capital, but not sufficient capital to achieve its business objectives. The Company can offer no assurance that it will be able to obtain additional financing at all, or that any

additional financing will be available on commercially-reasonable terms. The Subscriber represents and warrants that it has reviewed the reports that the Company has filed with the Securities and Exchange Commission, the provincial authorities in British Columbia, and other information publicly available about the Company (including, without limitation, the risk factors set forth therein), and has discussed this investment with its legal, financial, investment, tax and other advisors as the Subscriber has deemed appropriate. The Subscriber understands and acknowledges that the Company is delinquent with respect to filing certain of the reports that the Company is required by the Securities and Exchange Commission to file because of the Company's inability to pay fees to its accountants and attorneys; the Company is also delinquent in certain of its reporting obligations to the province of British Columbia.

3.

The Subscriber acknowledges and understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Subscriber's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Securities.



4.

The Subscriber acknowledges and understands that it is acquiring the Securities for its own account and not with a present view toward the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the United States Securities Act of 1933, as amended (the "1933 Act") and applicable laws of British Columbia; provided, however, that by making the representation herein, the Subscriber reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act and applicable British Columbia law.



5.

The Subscriber represents and warrants that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the 1933 Act. The Subscriber hereby represents that, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's advisors, if any, the Subscriber has the capacity to protect the Subscriber's own interests in connection with the transactions contemplated hereby. The Subscriber understands that it will not be able to exercise the warrant or sell the underlying shares of common stock unless there exists an exemption from registration available at the time of the exercise or the sale, and the Company cannot offer any assurance that there will be an exemption from registration available at such time.



6.

The Subscriber represents and warrants that the Subscriber and its advisors, if any, have either had access through the SEC's EDGAR and the Canadian SEDAR systems, or have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Securities, that have been requested by the Subscriber or its advisors, if any (the "Disclosure Documents"). The Subscriber and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Subscriber hereby represents that the Subscriber has been furnished by the Company with all information regarding the Company, and that the Subscriber has consulted with its legal, tax, accounting, financial, investment, and other advisors with respect to the transactions contemplated herein to the extent the Subscriber has deemed it necessary or appropriate to do so. Neither such inquiries nor any other due diligence investigation conducted by Subscriber or any of his advisors or representatives modify, amend or affect the Subscriber's right to rely on the Company's representations, warranties and covenants below. The Subscriber's decision to tender this subscription and purchase the Securities has not been made as a result of any oral or written representation as to fact or otherwise made by or on behalf of the Company except as set out in the Disclosure Documents.

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7.

The Subscriber acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of Securities; (ii) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities; (iii) the Subscriber may not be able to liquidate its investment; (iv) transferability of the Securities is extremely limited; (v) in the event of a disposition of the Securities, the Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the Disclosure Documents.



8.

The Subscriber acknowledges and understands that the future conduct of the Company's business is dependent upon a number of factors and there is no assurance that the Company will be able to conduct its operations as contemplated in other information given to the Subscriber.



9.

The Subscriber represents and warrants that no person has made any written or oral representations to the Subscriber: (i) that any person shall resell or repurchase the Securities; (ii) that any person shall refund the subscription consideration; (iii) as to the future price or value of the Securities; or (iv) that application has been made to list and post the Securities for trading on a stock exchange or quotation system.



10.

The Subscriber represents and warrants that it is not acquiring the Securities as a result of, and to the best of the Subscriber's knowledge the offer and sale of the Securities is not being accompanied by, an advertisement in any medium, including, but not limited to, printed public media, radio, television or telecommunications, including electronic display, and no selling or promotional expenses have been paid or incurred in connection with the offer and sale.



11.

The Subscriber acknowledges and understands that the issuance of the Securities to the Subscriber is being completed pursuant to exemptions from the requirements to provide the Subscriber with a prospectus and to sell the securities subscribed for herein through a person registered to sell securities under applicable securities legislation: (a) certain protections, rights and remedies provided by applicable securities legislation, including statutory rights of rescission or damages, shall not be available to the Subscriber and the Subscriber may not receive information that the Subscriber would be entitled to under applicable securities legislation if no prospectus exemption was available; (b) the Company is relieved of certain obligations which would otherwise apply under applicable securities legislation; (c) various filings may be completed and disclosures made by the Company to the securities regulatory authorities and/or stock exchanges or quotations systems having jurisdiction over the securities of the Company; (d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; and (e) there is no government or other insurance covering the Securities.



12.

The Subscriber acknowledges and understands that the Securities have not been registered under the Securities Act or any applicable state securities laws or the laws of British Columbia, and, consequently, the Subscriber may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be transferred unless: (i) the resale of the Securities is registered pursuant to an effective registration statement under the 1933 Act and other applicable law; (ii) the Subscriber has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the

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Securities are sold or transferred pursuant to Rule 144 promulgated under the 1933 Act and applicable British Columbia law.

13.

The Subscriber acknowledges and understands the certificates representing the Securities will bear a restrictive legend in substantially the following form in addition to any legend required under British Columbia law (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

14.

The Subscriber acknowledges and understands that it is responsible for obtaining its own legal, tax and accounting advice with respect to this subscription and the transactions contemplated by it and, in particular, the Subscriber has been advised to consult its own legal advisers in connection with any applicable statutory hold periods or re-sale restrictions and the Subscriber is solely responsible for compliance with applicable hold periods or re-sale restrictions.



15.

The Subscriber represents and warrants that it has not used any finder or other person in connection with the transactions contemplated by this Subscription Agreement, and agrees to indemnify and hold the Company harmless to the extent any person makes any claim against the Company for any fee in connection with the transactions contemplated hereby.



16.

The Subscriber represents and warrants that it has full power and authority (corporate, statutory and otherwise) to execute and deliver this Subscription Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.



17.

The Subscriber acknowledges and understands that unless designated to be picked up by the Subscriber, all certificates representing the Securities so purchased shall be delivered by courier or registered mail in accordance with the registration and delivery instructions set forth below.



18.

The Subscriber acknowledges that the Company is relying on the accuracy of the representations and warranties that the Subscriber is making in this Subscription Agreement, and agrees to indemnify the Company and to hold the Company harmless from any and all liability that may result to the Company (including court costs and attorneys' fees) as a result of any of the Subscriber's representations and warranties being materially inaccurate, incomplete or misleading.



19.

This Subscription Agreement may be amended or modified only if done so in writing and signed by both the Company and the Subscriber. No evidence shall be admissible in court concerning any alleged oral amendment hereof. This Subscription Agreement fully integrates all prior agreements and understandings concerning the Subscriber's purchase of the Securities.

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20.

This Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada.

To be Completed by Subscriber:

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Acceptance by Calais Resources Inc.

        The undersigned, on behalf of Calais Resources Inc. and with the authority of the Board of Directors thereof as set forth in resolutions adopted by the Board on March 16, 2005 and March 29, 2005, hereby accept the foregoing subscription agreement in accordance with its terms effective on the date set forth below.

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EXHIBIT 3

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

THIS WARRANT IS NOT TRANSFERABLE AND WILL BE VOID AND OF NO VALUE
UNLESS EXERCISED WITHIN THE LIMITS HEREIN PROVIDED

CALAIS RESOURCES INC.

(a British Columbia company)

Warrant For The Purchase of 1,100,000 Common Shares

(One Million One Hundred Thousand Common Shares)

THIS IS TO CERTIFY THAT, for value received,

RESOURCE CAPITAL FUND III L.P.
1400 16^th St., Suite 200
Denver, CO 80202

(the "Holder") is entitled to subscribe for and purchase 1,100,000 fully paid and non-assessable common shares (the "Warrant Shares") of Calais Resources Inc. (the "Company") at a purchase price per Share of US $0.30 (the "Exercise Price") if exercised at any time up to 4:30 P.M. (Vancouver time) on March 31, 2010 the "Date of Expiry") subject, however, to the provisions and upon the terms and conditions hereinafter set forth.

The rights represented by this Warrant may be exercised by the Holder, in whole or in part (but not as to a fractional Share), by surrender of this Warrant at the office of the Company's Transfer Agent, Pacific Corporate Trust Company, 10th Floor, 625 Howe Street, Vancouver, British Columbia V6C 3B8, during its normal business hours, together with the subscription form attached as Exhibit "A" hereto completed and signed by the Holder and a certified cheque payable to or to the order of the Company in payment of the applicable exercise price for the number of Warrant Shares subscribed. Upon the exercise of the rights represented by this Warrant and payment of the Exercise Price in accordance with the terms hereof, the Warrant Shares for which the Holder has subscribed and purchased shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of such shares on the date of such exercise and payment.

In the event of any exercise of the rights represented by this Warrant, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten days after the rights represented by this Warrant have been duly exercised and, unless this Warrant has expired, a new Warrant representing the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time.

The Company covenants and agrees that the Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and non-assessable and free of all liens, charges and encumbrances. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, a sufficient number of common shares to provide for the exercise of the rights represented by this Warrant.

THE FOLLOWING ARE THE TERMS AND CONDITIONS
REFERRED TO IN THIS WARRANT

        1.     In case the Company shall at any time subdivide its outstanding Common Shares into a greater number of shares, the Exercise Price shall be proportionately reduced and the number of subdivided Warrant Shares entitled to be purchased proportionately increased, and conversely, in case the outstanding Common Shares of the Company shall be consolidated into a smaller number of shares, the applicable Exercise Price shall be proportionately increased and the number of consolidated Warrant Shares entitled to be purchased hereunder shall be proportionately decreased.

        If any capital reorganization or reclassification of the capital stock of the Company, or the merger, amalgamation or arrangement of the Company with another corporation, or the sale of all or substantially all of the assets of the Company to another corporation shall be effected, then as a condition of such reorganization, reclassification, merger, amalgamation, sale or arrangement, adequate provision shall be made whereby the holder hereof shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, or other securities as may be issued with respect to or in exchange for such number of outstanding Common Shares equal to the number of Warrant Shares purchasable and receivable upon the exercise of this Warrant had such reorganization, reclassification, merger, amalgamation, sale or arrangement not taken place. The Company shall not effect any merger, amalgamation, sale or arrangement unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such merger, amalgamation, sale or arrangement assumes by written instrument executed and mailed or delivered to the holder of this Warrant the obligation to deliver to such holder such shares of stock or securities in accordance with the foregoing provisions as such holder may be entitled to purchase.

        2.     In case at any time:

(a)

the Company shall pay any dividend payable in stock upon its Common Shares or make any distribution to the holders of its Common Shares;



(b)

the Company shall offer for subscription pro rata to the holders of its Common Shares any additional shares of stock of any class or other rights;



(c)

there shall be any subdivision, consolidation, capital reorganization, or reclassification of the capital stock of the Company, or merger, amalgamation or arrangement of the Company with, or sale of all or substantially all of its assets to, another corporation; or



(d)

there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in any one or more of such cases, the Company shall give to the holder of this Warrant, at least twenty day's prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or for determining rights to vote with respect to such subdivision, consolidation, reorganization, reclassification, merger, amalgamation, arrangement, dissolution, liquidation or winding-up and in the case of any such subdivision, consolidation, reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up, at least twenty days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause, shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Shares shall be entitled thereto, and such notice in accordance with the foregoing shall also specify the date on which the holders of Common Shares shall be entitled to exchange their Common Shares for securities or other property deliverable upon such subdivision, consolidation, reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up as the case may be. Each such written notice shall be given by first class mail, registered postage prepaid,

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addressed to the holder of this Warrant at the address of such holder, as shown on the books of the Company.

        3.     As used herein, the term "Common Shares" shall mean and include the Company's presently authorized Common Shares and shall also include any capital stock of any class of the Company hereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company.

        4.     This Warrant shall not entitle the Holder to any rights as a shareholder of the Company, including without limitation, voting rights.

        5.     This Warrant and all rights hereunder are not transferable.

        6.     Unless acquired after the dates indicated below, any Warrant Shares acquired pursuant to this Warrant will be subject to a hold period under applicable securities laws and shall bear the following:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS."

        7.     This Warrant is exchangeable upon its surrender by the Holder at the Company's office located at Cross/Caribou Mine Complex, Caribou Road, Nederland Colorado (Attn: Thomas S. Hendricks), or another office located within the state of Colorado if the same is established and written notice given to Holder for new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of Warrant Shares as shall be designated by the Holder at the time of such surrender.

        8.     Time is of the essence hereof.

        9.     This Warrant shall be governed by and construed in accordance with the laws of the Province of British Columbia.

CALAIS RESOURCES INC., intending to be contractually bound, has caused this Warrant to be signed by its duly authorized officer under its corporate seal, and this Warrant to be dated and delivered March 31, 2005.

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Exhibit "A"
to the Share Purchase Warrant Certificate of
Calais Resources Inc.

SHARE PURCHASE WARRANT
SUBSCRIPTION FORM

        The undersigned (hereinafter referred to as the "Subscriber") hereby gives notice under the attached Warrant Certificate of the exercise of the share purchase warrants thereby and hereby subscribes for and purchases, as principal for its own account not for the benefit of any other person, such number of Warrant Shares (as defined in the attached Warrant Certificate) for such aggregate Subscription Amount as set out below and encloses a certified cheque in the amount of Subscription Amount set out below payable to the Company, representing payment in full for the Warrant Shares to be acquired. The terms and conditions of the attached Warrant Certificate are incorporated herein by reference.

The Subscriber hereby acknowledges, and by the execution below represents and warrants to the Company, that:

1.

The Subscriber is resident in the state, province or jurisdiction set forth below and the Warrant Shares are being acquired by the Subscriber for the Subscriber's own account and not on behalf of any other person or entity.



2.

If the Subscriber is a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Subscriber is a "Qualified Institutional Buyer" (a "QIB") as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act"), or an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act. By reason of the Subscriber's business or financial experience, such Subscriber has the capacity to protect its own interest in connection with this subscription.



3.

If the Subscriber is not a "U.S. person" as defined in Regulation S under the 1933 Act, the Subscriber is not acquiring the Shares for the account or benefit of any U.S. person and no offer to purchase the Warrant Shares was made to the undersigned while the undersigned was in the United States.



4.

The Subscriber has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and has had an opportunity to review the Company's facilities. The Subscriber understands that such discussions, as well as any other written information delivered by the Company to the Subscriber, were intended to describe the aspects of the Company's business which it believes to be material. The Subscriber's decision to tender this subscription and purchase the Warrant Shares has not been made as a result of any oral or written representation as to fact or otherwise made by or on behalf of the Company except as set out in the past filing statements, annual reports, annual and interim financial statements, material change reports, press releases, reports and all other documents filed by the Company pursuant to the United States Securities Exchange Act of 1934 (the "1934 Act") and Securities Act (British Columbia).

5.

The Subscriber acknowledges that an investment in the Company constitutes a high degree of risk, and there can be no assurance that any portion of the Subscriber's investment will be returned to the Subscriber at any time. By executing this Subscription Agreement, the Subscriber acknowledges that the Subscriber understand the risks involved and are willing and able to withstand the possible complete loss of the Subscriber's investment. The Subscriber's present financial condition is such that it is unlikely that it would be necessary for the Subscriber to dispose of any portion of the Warrant Shares in the foreseeable future.



6.

The Subscriber understands that the future conduct of the Company's business is dependent upon a number of factors and there is no assurance that the Company will be able to conduct its operations as contemplated in other information given to the Subscriber.



7.

No person has made any written or oral representations to the Subscriber: (i) that any person shall resell or repurchase the Warrant Shares, (ii) that any person shall refund the Subscription Amount, (iii) as to the future price or value of the Warrant Shares, or (iv) that the Warrant Shares shall be listed and posted for trading on a stock exchange or that application has been made to list and post the Warrant Shares for trading on a stock exchange.



8.

The Subscriber is not acquiring the Warrant Shares as a result of, and to the best of the Subscriber's knowledge the offer and sale of the Warrant Shares is not being accompanied by, an advertisement in any medium, including, but not limited to, printed public media, radio, television or telecommunications, including electronic display and no selling or promotional expenses have been paid or incurred in connection with the offer and sale.



9.

As the exercise of the Warrant and the issuance of the Warrant Shares to the Subscriber is being completed pursuant to exemptions from the requirements to provide the Subscriber with a prospectus and to sell the securities subscribed for herein through a person registered to sell securities under applicable securities legislation: (a) certain protections, rights and remedies provided by applicable securities legislation, including statutory rights of rescission or damages, shall not be available to the Subscriber and the Subscriber may not receive information that the Subscriber would be entitled to under applicable securities legislation if no prospectus exemption was available; (b) the Company is relieved of certain obligations which would otherwise apply under applicable securities legislation; (c) various filings may be completed and disclosures made by the Company to the securities regulatory authorities and/or stock exchanges or quotations systems having jurisdiction over the securities of the Company; (d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Warrant Shares; and (e) there is no government or other insurance covering the Warrant Shares.



10.

The Subscriber understands and acknowledges that the Warrant Shares have not been, and will not be, registered under the 1933 Act, or under the state securities "blue sky" laws of any state in the United States, by reason of a specific exemption from the registration provisions of the 1933 Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber's representations as expressed herein. The Subscriber understands that the Warrant Shares are "restricted shares" under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Subscriber must hold the Warrant Shares indefinitely unless they are registered with the Securities Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements, including, but not limited to, the time and manner of sale, the holding period for the Warrant Shares, and on requirements relating to the Company which are outside of

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the Subscriber's control, and which the Company is under no obligation and may not be able to satisfy. If the Subscriber is not a "U.S. person" as defined in Regulation S under the 1933 Act, Subscriber agrees to resell the Warrant Shares only in accordance with the provisions of Rule 903(b)(3) of Regulation S under the 1933 Act, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and the undersigned agrees not to engage in hedging transactions with regard to the Warrant Shares unless in compliance with the 1933 Act.

11.

The Warrant Shares are further subject to, and the Subscriber shall comply with, restrictions on the re-sale of such Warrant Shares in accordance with applicable British Columbia securities legislation and that, in particular, the Warrant Shares are subject to a hold period in British Columbia (the "British Columbia Hold Period"); it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling any Warrant Shares.



12.

The Subscriber consents to the placement of an appropriate restrictive legend or legends on any certificates evidencing the Warrant Shares and any certificates issued in replacement or exchange therefor and acknowledges that the Company will cause its stock transfer records to note such restrictions.



13.

The representations and warranties herein of the Subscriber shall be relied upon by the Company in determining, among other things, whether this subscription and the issuance of the Warrant Shares is in compliance with applicable securities laws.



14.

The Subscriber is responsible for obtaining his, her or its own legal, tax and accounting advice with respect to this subscription and the transactions contemplated by it and, in particular, the Subscriber has been advised to consult his, her or its own legal advisers in connection with any applicable statutory hold periods or re-sale restrictions and the Subscriber (or such others on behalf of whom it is contracting hereunder) is solely responsible for compliance with applicable hold periods or re-sale restrictions.

        The Subscriber acknowledges that unless designated to be picked-up by the Subscriber, all certificates representing the Warrant Shares so exercised shall be delivered by courier or registered mail at the Warrant of the Company in accordance with the registration and delivery instructions set forth below.

A-3

To be Completed by Subscriber:

Deliver this subscription form together with the original Warrant attached hereto to office of the Company's Transfer Agent, Pacific Corporate Trust Company, 10th Floor, 625 Howe Street, Vancouver, British Columbia V6C 3B8, during its normal business hours, and a certified cheque payable to or to the order of the Company in payment of the applicable exercise price for the number of Warrant Shares subscribed.

A-4

QuickLinks

EXHIBIT 3

EXHIBIT 4

INVESTOR RIGHTS AGREEMENT

        THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of March 31, 2005, by and between CALAIS RESOURCES INC., a corporation organized and existing under the laws of British Columbia (the "Company") and RESOURCE CAPITAL FUND III L.P., a Cayman Islands exempt limited partnership (the "Investor").

Recitals

        WHEREAS, the Company and the Investor have entered into a Subscription Agreement of even date herewith (the "Subscription Agreement") whereby Investor has agreed to purchase certain equity units of the Company, with each unit consisting of one share of common stock of the Company and one warrant for the purchase of one share of common stock of the Company; and

        WHEREAS, the Investor has entered into certain option agreements whereby the Investor would have the right to acquire certain shares of the common stock of the Company from current shareholders of the Company; and

        WHEREAS, the execution and delivery of this Agreement is a condition to the consummation of the transactions contemplated by the Subscription Agreement;

Agreement

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

Definitions

        1.1    Certain Definitions.    As used in this Agreement, the following terms shall have the meanings set forth below:

        (i)    "Board of Directors" means the Board of Directors of the Company.

        (ii)   "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

        (iii)  "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

        (iv)  "Holder" means the Investor, its successors and assigns, including any assignee to whom the Investor has assigned part of the Shares subject to this Agreement.

        (v)   "Investor" shall have the meaning set forth in the preamble.

        (vi)  "Registrable Securities" means (i) any and all Shares purchased, owned, obtained, received or held from time to time by Investor, including, without limitation, Shares acquired in connection with the Subscription Agreement, the Shareholder Acquisition, and otherwise, (ii) any shares of stock or other securities of Calais into which or for which Shares are issued or issuable or for which Shares may hereafter be changed, converted or exchanged and any other shares or securities issued to holders of Shares (or such shares of stock or other securities into which or for which Shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, share dividend, share exchange, merger, consolidation or similar transaction or event and (iii) any Shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) and (ii) above.

        (vii) The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

        (viii) "Registration Expenses" means all costs, fees and expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, underwriting and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, expenses of any regular or special audits incident to or required by any such registration, the reasonable fees and disbursements of counsel for the Holders and all other associated costs, fees and expenses.

        (ix)  "Rule 144" means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

        (x)   "Rule 145" means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

        (xi)  "Securities Act" means the Securities Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

        (xii) "Securities Laws" means all applicable securities laws, rules and regulations of Canada, the Canadian provinces, the United States, the states of the United States and all other applicable jurisdictions, including, without limitation, the Securities Act and the Exchange Act, and the rules and regulations of any applicable stock exchange.

        (xiii) "Shareholder Acquisition" means any purchase of Shares by the Investor from any of Matthew Witt, Stephen Benaske, Michael Katz or RMS Enterprises LLC.

        (xiv) "Shares" means shares of the common stock of the Company

        (xv) "Subscription Agreement" has the meaning set forth in the Recitals.

SECTION 2

Registration Rights

        2.1    Demand Registration.    

        (a)    Request for Registration.    If at any time (and from time to time) the Company shall receive a written request from the Holder to undertake and effect any registration with respect to shares of Registrable Securities, the Company will:

        (i)    promptly give written notice of the proposed registration to all Holders; and

        (ii)   promptly use its best efforts to undertake and effect a registration (including, without limitation, filing post-effective amendments, filing appropriate qualifications under applicable blue sky or other state Securities Laws, and otherwise complying with Securities Laws) to permit or facilitate the sale and distribution of all the Registrable Securities specified in such request (so long as such Registrable Securities have an expected aggregate offering price, net of underwriting discounts and commissions related to the issuance, exceeding $200,000), together with all of the Registrable Securities of any other Holder joining in such request pursuant to a written notice received by the Company within twenty (20) days after the written notice from the Company under Section 2.1(a)(i) is mailed or delivered.

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        (b)    Limitation on Obligation.    The Company shall not be obligated to undertake and effect any such registration pursuant to Section 2.1(a) under the following circumstances:

        (i)    if the Company has previously initiated and completed five such registrations pursuant to this Section 2.1 on behalf of the Holder (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold); or

        (ii)   during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is acting in good faith and exerting all reasonable efforts to cause such registration statement to become effective; and, provided further, that the Company may only invoke this subsection (ii) once.

        (c)    Registration.    Except as limited by the foregoing clauses (i) through (iii), upon receipt of a request from the Holder, the Company shall promptly prepare and file a registration statement covering the Registrable Securities so requested to be registered; provided, however, that the Company shall have the right to defer such filing for a period of not more than ninety (90) days if the Board of Directors of the Company determines in good faith that such registration at that point in time would be seriously detrimental to the Company and thus needs to be deferred and the Company furnishes to such Holder a certificate signed by the President of the Company stating the conclusion of the Board of Directors; provided further that the Company may not defer its obligation in this manner more than once in any twelve (12) month period.

        (d)    Underwriting.    If the Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, the Holder shall include such information in the written notice delivered to the Company. The right of any Holder to registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. A Holder may elect to include all or a part of its Registrable Securities in such underwriting.

        (e)    Procedures.    

        (i)    The registration statement filed pursuant to the request of the Holder may include other securities of the Company that have registration rights and may include securities of the Company being sold for the account of the Company.

        (ii)   If the Company shall request inclusion of securities being sold for its own account in any registration pursuant to Section 2.1, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Holder shall offer to include such securities in the underwriting and may condition such offer on the acceptance by the Company or such other persons of the provisions of this Section 2 (including Section 2.12). The Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holder, so long as such underwriters are reasonably acceptable to the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder. The securities so excluded shall be withdrawn from registration. If such shares are then withdrawn from the registration, and if the number of shares to be included in such registration was previously reduced as a result of marketing factors and advice of the underwriters, then the Company shall offer to all Holders who have agreed to the underwriting to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such additional Registrable Securities to be allocated among such

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Holders agreeing to the underwriting in accordance with Section 2.12. Notwithstanding any other provision of this Section 2.2, if the underwriters advise the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 2.12 hereof. Any Registrable Securities excluded from such underwriting based on the advice of the underwriter will be withdrawn from the registration.

        2.2    Piggy-Back Registration.    

        (a)    Company Registration.    If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders exercising demand registration rights (other than a registration: (i) pursuant to Section 2.1 hereof, (ii) relating solely to employee benefit plans, (iii) relating solely to a Rule 145 transaction, or (iv) on any registration form that does not permit secondary sales), the Company will:

        (i)    promptly (but in no event less than thirty (30) days prior to the filing of any registration statement) give written notice thereof to each Holder; and

        (ii)   include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made by any Holder and received by the Company within twenty (20) days after delivery of the written notice from the Company described in clause (i) above. Such written request may specify the registration of all or a part of a Holder's Registrable Securities.

        (b)    Underwriting.    

        (i)    If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the holders of other securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

        (ii)   Notwithstanding any other provision of this Agreement, if the managing underwriter determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting will be allocated first, to the Company, and second, to the Holder, and third, to any other person or entity holding Shares and having piggy-back registration rights.

        2.3    Registration on Form S-3.    

        (a)   The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder); provided, however, that the Company shall not be obligated to effect any such registration if (i) the Holder, together with the

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holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $500,000, or (ii) in the event that the Company shall furnish the certification described in Section 2.1(c) (but subject to the limitations set forth therein) or (iii) in a given twelve (12) month period, the Company has already effected two (2) such registrations in any such period for the benefit of Holder.

        (b)   Any registration on Form S-3 will not be deemed to be a registration requested by the Holder under Section 2.1.

        2.4    Expenses of Registration.    All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement shall be borne and paid by the Company.

        2.5    Registration Procedures.    In the case of each registration effected by the Company, the Company will keep each Holder advised in writing as to the initiation of each registration, the progress thereof and the completion thereof. At its expense, the Company will use its best efforts to:

        (a)   Keep such registration effective for a period of one hundred twenty (120) days or until the Holder has completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Shares (or other securities) of the Company; and (ii) with respect to any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such one hundred twenty (120) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415 as promulgated by the Commission under the Securities Act, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement;

        (b)   Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

        (c)   Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

        (d)   Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a

5

material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which it was made;

        (e)   Cause all such Registrable Securities registered pursuant hereunder to be listed or quoted on each securities exchange or automated dealer quotation system on which similar securities issued by the Company are then listed or quoted;

        (f)    Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

        (g)   In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 hereof, the Company will enter into an underwriting agreement reasonably necessary to effect the offer and sale of Registrable Securities, which underwriting agreement shall contain customary underwriting provisions and, if requested by the underwriter, customary contribution provisions; and

        (h)   To comply with all Securities Laws, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section II(A) of the Securities Act.

        2.6    Indemnification; Indemnification Procedures.    

        (a)   The Company will indemnify each Holder, each of its officers, directors, partners, members, owners, managers, employees, agents, representatives, legal counsel, and accountants and each person or entity that "controls" (within the meaning of Section 15 of the Securities Act) such Holder, and each underwriter, if any, and each person or entity that "controls" (within the meaning of Section 15 of the Securities Act) such underwriter (collectively, the "Holder Indemnified Parties"), against all expenses, claims, suits, losses, damages, and liabilities (or actions, proceedings, arbitrations or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and the Company will reimburse and pay each such Holder Indemnified Party, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, suit, loss, damage, liability, action or arbitration, including any action to enforce a Holder Indemnified Party's rights under this Section 2.6 against the Company; provided that the Company will not be liable to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission made in conformity with written information furnished to the Company by such Holder or underwriter and stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Section 2.6 shall not apply to amounts paid in settlement of any such loss, suit, claim, damage, liability, action or arbitration if such settlement is effected without the consent of the Company (which consent has not been unreasonably withheld).

        (b)   The Holder will, if Registrable Securities held by it are included in the securities as to which such registration, qualification, or compliance is being effected, indemnify the Company, each of its directors, officers, shareholders, employees, agents, representatives, legal counsel, and accountants and each underwriter, if any, of the Company's securities covered by such a

6

registration statement, each person who "controls" (within the meaning of Section 15 of the Securities Act) the Company or such underwriter, each other such Holder and other stockholder, and each of their officers, directors, partners, members and each person controlling such Holder or other stockholder, against all claims, losses, damages and liabilities (or actions, proceeding, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, other stockholders, directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, including any action to enforce it's rights under this Section 2.6 against the Company in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated specifically to be for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions, proceeding, or settlements in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and, provided further, that in no event shall any indemnity under this Section 2.6(b) exceed the net proceeds from the offering received by such Holder.

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        (c)   Each party entitled to indemnification under this Section 2.6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

        (d)   If the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

        (e)   The obligations of the Company and the Holders under this Section 2.6 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 2.

        2.7    Information by Holder.    Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in this Section 2.

        2.8    Limitations on Registration of Securities.    From and after the date of this Agreement, the Company shall not, without the prior written consent of Holder, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights that have more favorable terms than the registration rights granted to the Holder hereunder (including demand registration rights which may be requested by such holder or prospective holder prior to the time that the Holders may request registration under Section 2.1 hereof).

        2.9    Rule 144 Reporting.    In order to maintain the availability of certain rules and regulations of the Commission that may permit the sale of restricted Shares to the public without registration, the Company agrees to use its best efforts to:

        (a)   at all times make and keep adequate information regarding the Company available to the public as required by Rule 144(c) of the Securities Act;

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        (b)   file with the Commission in a timely manner all reports, filings, instruments and other documents required by Securities Laws;

        (c)   so long as a Holder owns any restricted Shares, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of the Securities Laws, including, without limitation, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

        2.10    Transfer or Assignment of Registration Rights.    The rights to cause the Company to register securities granted to a Holder by the Company under this Section 2 may be transferred or assigned by a Holder only to a transferee or assignee of not less than 250,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like).

        2.11    "Market Stand-Off' Agreement.    If requested by the Company and an underwriter of Shares (or other securities) of the Company, a Holder shall not sell or otherwise transfer or dispose of any Shares (or other securities) of the Company held by such Holder (other than those included in the registration) during the one hundred eighty (180) day period following the effective date of a registration statement if it is the first such registration statement of the Company, and ninety (90) days in any subsequent offering, provided that all of the Company's officers and directors then holding Company stock, as well as all other stockholders holding at least one percent (1%) of Company stock enter into similar agreements.

        The obligations described in this Section 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or ninety (90) day) period.

        2.12    Allocation of Registration Opportunities.    In any circumstance in which all of the Registrable Securities and other Shares with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and other selling stockholders, assuming conversion; provided however, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to him pursuant to the above-described procedure, the remaining portion of his allocation shall be reallocated among those requesting Holders and other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and other Shares which would be held by such Holders and other selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and other Shares which may be included in the registration on behalf of the Holders and other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock issued to employees,

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officers, directors, or consultants pursuant to any Company stock plan(s) in order to include in such registration securities registered for the Company's own account.

SECTION 3

Covenants of the Company

        So long as any Holder owns any Registrable Securities, the Company hereby covenants and agrees as follows:

        3.1    Financial Information.    The Company shall promptly provide the following reports and information to the Holder:

        (a)   As soon as practicable after the end of each fiscal year of the Company, and in any event within sixty (60) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared and audited by a nationally recognized accounting firm in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail.

        (b)   As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and in any event within thirty (30) days thereafter, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors, subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required by generally accepted accounting principles.

        (c)   As soon as practicable but in no event later than thirty (30) days after the end of each month, monthly financial statements in the form approved by the Board of Directors of the Company.

        (d)   As soon as practicable but in no event later than fifteen (15) days after the end of each month, monthly operating reports with respect to activities and operations at the properties of the Company and with respect to the business of the Company generally.

        (e)   As soon as practicable, copies of the Company's annual reports on Form 10-K and its quarterly reports on Form 10-Q, respectively.

        3.2    Board Rights.    (a) Observer Rights.    So long as the Holder beneficially owns, in the aggregate, at least 1,000,000 Shares or warrants for the acquisition of Shares, the Company shall invite two representatives designated by the Holder to attend all meetings of Company's Board of Directors and all meetings of any committees of Company's Board of Directors in a nonvoting observer capacity, and such representatives may attend either in person or telephonically. The Company shall provide to such representatives copies of all notices, minutes, consents, reports and other documents and materials that the Company provides to its directors at the same time and in the same manner as provided to such directors; provided, that such representative shall agree to hold all such information in confidence and to act in a fiduciary manner, to the extent required of a director, with respect to all information so provided.

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        (b)    Board Representation.    In lieu of designating representatives to attend and observe meetings of the Board of Directors of the Company as set forth in Section 2.2(a), so long as the Holder beneficially owns, in the aggregate, at least 1,000,000 Shares or warrants for the acquisition of Shares, the Holder shall have the right to designate up to two representatives of the Holder to serve as full, voting members of the Board of Directors of the Company. If the Holder elects to exercise such right, the Holder shall notify the Company of the identity of such representatives to be elected or appointed as directors of the Company. Immediately upon receipt of such notice, and prior to the taking of any action by the Board of Directors, other than the election or appointment of such representatives, the Company hereby covenants and agrees to cause each of such representatives designated by the Holder to be elected or appointed as a director of the Company.

        3.3    Additional Notices.    The Company will promptly provide to each member of the Board of Directors: (i) copies of any reports (including management letters and reports and letters with respect to the adequacy of the Company's internal accounting controls) submitted by independent accountants with respect to the Company, (ii) copies of any notice of default of any material contract to which the Company is a party, (iii) any filings which the Company makes with the Commission and (iv) notice of any litigation or any administrative proceeding to which the Company may hereafter become a party, excepting only those in which the only relief sought is money damages in an amount not exceeding $10,000 in any one instance, or $25,000 in the aggregate with respect to all such litigations or proceedings.

        3.4    Annual Plan.    The management of the Company shall establish annually an operating plan and budget for the Company (the "Annual Plan"), in consultation with the Board of Directors, and the Board of Directors shall review and analyze the Annual Plan and the Company's compliance therewith or deviation therefrom not less than every three months. The Company shall cause the Board of Directors to review and consider any revisions to the current Annual Plan recommended by the Investor. The Annual Plan for the following year shall be submitted to the Board of Directors for its approval and shall be delivered to each member of the Board of Directors at least thirty (30) days prior to the first day of the year covered by such Annual Plan.

        3.5    Use of Proceeds from Subscription.    The Company shall use the proceeds received from the Investor in connection with the Subscription Agreement solely in compliance with an Annual Plan of the Company which has been reviewed and approved by the Investor.

        3.6    Corporate Existence; Maintenance of Properties.    The Company will preserve and keep in full force and effect its corporate existence, rights, and franchises. The Company will not engage in any business other than as presently conducted by it and businesses reasonably ancillary thereto, except with the prior approval of the Board of Directors of the Company. The Company will maintain all of its properties used or useful in the conduct of its business in good condition, repair, and working order.

        3.7    Compliance with Laws.    The Company shall comply, and shall cause its subsidiaries to comply, in each case in all material respects, with all applicable governmental laws, statutes, rules, regulations, permits, licenses and orders, including, without limitation, compliance with all Securities Laws, environmental laws and tax laws.

        3.8    Insurance.    The Company will maintain with financially sound and reputable insurance companies, funds, or underwriters insurance of the kinds, covering the risks (including without limitation directors' and officers' liability) and in the relative proportionate amounts usually carried by reasonable and prudent companies conducting businesses similar to that of the Company.

        3.9    Inspection Rights.    The Holder shall have the right, at its expense, to visit and inspect the Company's properties, to examine its books of account and records and to discuss the Company's

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affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Holder.

        3.10    Mergers.    Without the written consent of the Investor, not to be unreasonably withheld, the Company shall not enter into any consolidation or merger, or enter into any partnership, joint venture or other combination where such combination involves a contribution by the Company of all or substantially of its assets, or sell, lease or dispose of its business or assets, in one or more transactions, as a whole or in an amount which constitutes substantially all of its assets, or enter into any agreement with respect to the foregoing or agree to do or undertake any of the foregoing.

        3.11    Limitation on Additional Equity and Debt.    For a period of six (6) months following the date of this Agreement, the Company shall not, directly or indirectly, sell or issue, or authorize the sale or issuance of, any Shares or any warrants, options, equity or indebtedness convertible, exercisable or exchangeable for Shares for consideration per Share (or its equivalent) of less than US$0.20 per Share.

        3.12    Payment of Costs and Expenses.    The Company agrees to promptly pay all reasonable costs and expenses of the Investor in connection with the negotiation, preparation, execution, delivery and enforcement of this Agreement, the Subscription Agreement, the agreements related to the Shareholder Acquisitions and all other agreements, documents and instruments related to the foregoing, including, without limitation, the reasonable fees and expenses of legal counsel and independent consultants to the Investor and all other out-of-pocket expenses of the Investor (collectively, the "Expenses"). The Company shall pay to the Investor all Expenses by not later than 30 days after the Investor's purchase of Shares under the Subscription Agreement, which Expenses shall be payable by the issuance and delivery of Shares and a certificate or certificates therefor in an amount equal to the Expenses divided by US$0.20.

SECTION 4

REPRESENTATIONS AND WARRANTIES

        The Company hereby represents and warrants to the Investor as follows:

        (a)    Organization and Qualification; Subsidiaries.    The Company is a corporation duly incorporated, validly existing and in good standing under the laws of British Columbia and has all requisite corporate power and authority to enter into this Agreement, the Subscription Agreement and the other documents and agreements to which it is a party and to carry out the transactions contemplated hereby and thereby. The Company is duly qualified to do business as a foreign corporation or other entity in each jurisdiction where the nature of its business or properties requires such qualification. Each subsidiary of the Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation.

        (b)    Authorization; No Conflict.    The execution, delivery and performance by the Company of this Agreement, the Subscription Agreement and the other documents and agreements to which it is a party have been duly authorized by all necessary shareholder and corporate action on the part of the Company and do not (i) contravene the Company's articles of incorporation, charter or by-laws; (ii) violate any provision of any Securities Laws or any other law, statute, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Company; or (iii) result in a breach of or constitute a default under or require the consent of any person or entity pursuant to any indenture or loan or credit agreement or any other agreement, contract, lease or instrument to which the Company is a party or by which its properties may be bound or affected.

        (c)    Governmental and Other Consents and Approvals.    No authorization or approval or other action by or consent of, and no notice to or filing or registration with, any governmental authority

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is required for the due execution, delivery and performance of this Agreement, the Subscription Agreement or any other document or agreement to which it is a party.

        (d)    Binding Obligations.    This Agreement and the Subscription Agreement are each legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws or equitable principles affecting enforcement of creditors' rights generally at the time in effect).

        (e)    Shares.    The Shares: (i) issued to the Investor pursuant to the Subscription Agreement and (ii) acquired, or which may be acquired, by the Investor pursuant to the Shareholder Acquisitions, are, in each case, duly authorized, validly issued, fully paid and non-assessable and were issued in conformity with Securities Laws.

        (f)    Information Accurate.    None of the information delivered or made available to the Investor by the Company contains any material misstatement of fact or omits to state a material fact, and all projections contained in any such information, exhibits or reports, were based on information which, when delivered, was, to the knowledge of the Company, true and correct in all material respects.

SECTION 5

MISCELLANEOUS

        5.1    Governing law.    This Agreement shall be governed in all respects by the laws of the State of Colorado, as if entered into by and between Colorado residents exclusively for performance entirely within Colorado, without regard to principles of conflicts of law of any jurisdiction.

        5.2    Successors and Assigns.    Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

        5.3    Entire Agreement; Amendment; Waiver.    This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a written instrument signed by the parties hereto.

        5.4    Notices, etc.    All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by facsimile transmission, by hand or by messenger, addressed:

If to the Investor:

Resource Capital Fund III L.P.
c/o Resource Capital Funds
1400 Sixteenth Street
Suite 200
Denver, Colorado 80202
Attn:
Fax: 720-946-1450

or at such other address as such Holder shall have furnished to the Company in writing;

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If to the Company:

Calais Resources, Inc.
8400 E. Crescent Parkway,
Suite 600
Greenwood Village, Colorado 80111
Attn: Thomas S. Hendricks
Fax:

or at such other address as the Company shall have furnished to the Holder.

        Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when received if delivered personally, if sent by facsimile, the full business day after the date of confirmation that the facsimile has been successfully transmitted to the facsimile number for the party notified, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been sent via registered mail.

        5.5    Delays or Omissions.    Except as otherwise provided herein, no delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement or any waiver on the part of any Holder of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law or in equity, or otherwise afforded to any Holder, shall be cumulative and not alternative.

        5.6    Rights; Separability.    Unless otherwise expressly provided herein, a Holder's rights hereunder are several rights, not rights jointly held with any of the other Holders. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        5.7    Confidential Information.    Each Holder acknowledges that the information received by them pursuant hereto may be confidential and for its use only, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than its employees or agents having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally or such Holder is required to disclose such information by a governmental body.

        5.8    Titles and Subtitles.    The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

        5.9    Counterparts.    This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

        5.10    Remedies.    The parties to this Agreement acknowledge and agree that the rights granted under this Agreement are unique, irreparable damage would occur in the event that any provisions of this Agreement were not performed in accordance with their specific terms and such party could not be adequately compensated in all cases by monetary damages alone if any party breaches or fails to perform this Agreement. Accordingly, in addition to any other right or remedy to which any party may be entitled, at law or in equity, each party to this Agreement shall be entitled to enforce any provision

14

of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent any breaches of this Agreement.

        5.11    Waiver of Jury Trial.    The parties hereby hereby irrevocably waive any and all right to trial by jury in any claim, suit or legal proceeding arising out of or related to this Agreement.

        5.12    Assignment.    The Investor's rights hereunder may only be assigned to a party who acquires an aggregate of not less than 250,000 Shares, or a lesser amount if it represents the Investor's entire holdings; provided, however, that no party may be assigned any of the foregoing rights unless Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of Company as to which the rights in question are being assigned; and provided further that any such assignee will receive such assigned rights subject to all the terms and conditions of this Agreement.

[SIGNATURE PAGES FOLLOW]

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        IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement effective as of the day and year first above written.

[SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT]

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QuickLinks

EXHIBIT 5

OPTION AGREEMENT FOR THE PURCHASE OF RESTRICTED SECURITIES

        This Option Agreement for the Purchase of Restricted Securities (hereinafter, "Option" or "Agreement"), is entered into and effective this 31st day of March, 2005, by and between the following parties:

Matthew Witt ("Shareholder")
8101 E. Prentice Avenue, Suite M202
Greenwood Village, CO 80111

and

Resource Capital Fund III L.P. and assigns ("Option Holder")
c/o Resource Capital Funds
1400 Sixteenth Street
Suite 200
Denver, CO 80202

        WHEREAS Shareholder is the owner of 1,600,000 restricted shares of common stock of Calais Resources, Inc. ("Calais"), which shares are represented by the following Calais Resources, Inc. share certificates: #                        (the "certificates"); and

        WHEREAS Shareholder is desirous of advancing the corporate re-structuring goals of Calais; and

        WHEREAS Shareholder understands and agrees that the corporate re-structuring of Calais may require that an incoming investor obtain a substantial share ownership in Calais as a condition of making a major capital investment in Calais or its mineral properties;

        WHEREAS Shareholder and Option Holder are each "accredited investors," as defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (an "Accredited Investor"), each with full access to all necessary information about Calais, its business, properties, performance and prospects and to its own legal and business counsel, which each party covenants and affirms it has obtained; and

        WHEREAS Shareholder desires to grant to Option Holder an option to purchase 1,600,000 shares of the common stock of Calais (the "Shares") at US$0.15 per Share;

        NOW THEREFORE, in consideration of the payment of $10.00 and other good and valuable consideration by Option Holder to Shareholder, the receipt and sufficiency of which is hereby acknowledged and confirmed, an Option Agreement with the following terms and conditions is hereby entered into:

        1.     On or before April 1, 2005, Option Holder shall pay to the Shareholder an option fee of US$8,135.59 (the "Option Fee") to create an option in favor of the Option Holder to purchase the Shares as described in this Agreement. The Option Fee payment may be tendered in the form of a check or by wire transfer. Tender by wire transfer shall be in accordance with written instructions provided by the Shareholder prior to April 1, 2005. Tender by check may be made to Shareholder at the address listed above. If the Option Fee is not paid or tendered by 5:00 p.m. Mountain Time on April 1, 2005, then this Agreement shall terminate.

        2.     Upon payment or tender of the Option Fee, Shareholder thereupon automatically grants to the Option Holder, and Option Holder shall have and hold, the sole, exclusive and irrevocable option and right to purchase the Shares from Shareholder at a price of US$0.15 per Share.

        3.     The Option described herein may be exercised by Option Holder by providing written notice of exercise to the Shareholder at the address listed above on or before June 1, 2005 (the "Exercise Notice"). Notice by e-mail may also be given to Shareholder at his e-mail address of matt.witt@worldnet.att.net. Upon the giving of the Exercise Notice, this Option shall become a

contract requiring Shareholder to sell, and Option Holder to purchase, the Shares designated in the Exercise Notice at the price of US$0.15 per Share on the terms and conditions set forth in the purchase and sale agreement attached as Exhibit B hereto.

        This Agreement and the option described herein shall expire and terminate on the first to occur of (i) failure of Option Holder to pay the Option Fee as required in paragraph 1 of this Agreement, (ii) written notice from Option Holder to cancel and terminate this Agreement, or (iii) the failure of Shareholder to receive an Exercise Notice on or before June 1, 2005.

        This Agreement constitutes an option to purchase the Shares, and not an agreement obligating Option Holder to purchase all or any of the Shares. Until the Shareholder receives an Exercise Notice and the Closing (defined below) occurs, Shareholder shall retain all rights in, to and incident to the ownership of the Shares.

        4.     Closing shall be had within ten (10) calendar days after giving the Exercise Notice, payment to be made by wire transfer or cashier's check. Option Holder shall designate the time and place of closing its purchase of the Shares described in the Exercise Notice (the "Closing"). Shareholder shall provide any necessary wire transfer information, if requested.

        5.     The Shareholder agrees not to sell, transfer, assign, pledge or otherwise dispose of or encumber the Shares or to enter into any other agreements with respect to the Shares during the term of this Agreement. At Closing, Shareholder shall convey to Option Holder good title to the Shares, free and clear of security interests, liens and encumbrances. Shareholder shall deliver to Option Holder at Closing a certificate or certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers for transfer.

        6.     At Closing, or, if required by law or regulation, prior to Closing, the parties shall co-operate in making all necessary securities disclosures or filings, including written representation of their status as Accredited Investors, and in executing such documents of transfer and other instruments as are necessary or appropriate to consummate the sale of the Shares. The parties pledge their full and mutual cooperation in making and executing all necessary and appropriate documents and instruments to effect the Closing, including, without limitation, those necessary or appropriate to comply with Securities Laws (defined below). Option Holder agrees that at the time of exercise, it, or its assigns, will sign a written investment letter stating that it is purchasing the shares as an investment, and not with an intent to sell, offer for sale or distribution. Option Holder agrees and understands that the Shares are "Restricted Securities", as that term is defined in Rule 144(a)(3) promulgated under the Securities Act. Accordingly, Option Holder understands that it may not resell or transfer the Shares unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available.

        7.     The Option may be exercised by the Option Holder for either all of the Shares, or any portion of the Shares, at its election, which election shall be set forth in the Exercise Notice.

        8.     The parties agree that the existence of this Option shall be registered on the records and books of Calais Resources, Inc., and/or with its transfer agent, with a direction not to transfer the certificates representing the Shares during the Option Period without the written permission of Option Holder and Shareholder. Option Holder likewise represents that it will notify the Company and the transfer agent when the Option has expired or is surrendered, and will thereupon release any transfer restriction.

        9.     Option Holder may assign this Agreement and its rights hereunder in whole or in part to any assignee that has the financial ability to perform under the terms of this Option Agreement.

        10.   This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado.

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        11.   It is the stated intent of the parties that this Agreement be fully enforceable within its terms, and, that it is their further stated intent to do all things necessary and proper to comply with the laws of the State of Colorado, the United States and/or Canada where applicable, and the rules and regulations of the Securities and Exchange Commission, the British Columbia Securities Commission and any other regulatory body (collectively, the "Securities Laws") as may be applicable to this transaction, disclosure of this transaction, or exercise of the option and transfer of the shares and certificates; provided that any matter contemplated in this paragraph 11 shall not serve to extend the option exercise date.

        12.   Photocopies of the Share certificates which are the subject of this Option shall be attached as Exhibit A hereto. Shareholder shall provide such copies. This Option shall be effective regardless of whether copies of the share certificates are attached.

        13.   Shareholder covenants, represents and warrants that: (i) the Shareholder is the record and beneficial owners of the Shares as described in the Recitals, (ii) the Shares subject to this Agreement are owned by Shareholder, in the numbers and in the names described in the Recitals, free and clear of liens, restrictions and encumbrances other than share transfer restrictions stated on the certificates or imposed by applicable Securities Laws, (iii) it has been represented to Shareholder by Calais that the Shares are duly authorized, validly issued, fully paid and non-assessable and were issued in conformity with all applicable Securities Laws, and Shareholder has no knowledge to the contrary, (iv) there are no outstanding options, rights of first refusal, shareholders agreements, proxies or other rights or agreements applicable to or binding on the Shares, and (v) this Agreement does not violate or contravene any agreement to which Shareholder or any Shares is subject. Shareholder shall take no action during the term of this Agreement to sell, assign, transfer, pledge, hypothecate or encumber the Shares, or to enter into any options, shareholder agreements, proxies or other agreements with respect to the Shares or to otherwise place the Shares or certificates in a position where the free and clear transfer of the shares could not take place at Closing, or to otherwise encumber or alienate their good title.

        14.   This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Facsimile signatures or signatures delivered by other electronic means are acceptable, with originals to be delivered within a reasonable time to Option Holder.

        15.   The Option Fee provided for above, when paid, shall be non-refundable in the event that the Option is not exercised.

        16.   This Agreement shall be binding upon, and effective as to, the parties, their heirs, successors and assigns.

        17.   This Agreement may not be amended, modified or supplemented except by a writing duly executed by all the parties hereto.

        18.   Each party to this Agreement acknowledges and agrees that the rights granted to each of the parties in this Agreement are unique and the parties could not be adequately compensated in all cases by monetary damages alone if another party breaches or fails to perform this Agreement. Accordingly, in addition to any other right or remedy to which any party may be entitled, at law or in equity, each party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent any breaches of this Agreement.

        19.   Each party to this Agreement will bear and pay its own respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Closing of the purchase of Shares (if the option is exercised), including, without limitation, the fees and expenses of legal counsel.

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        20.   Each party to this Agreement agrees to treat this Agreement and its terms as confidential, and, unless required by law, stock exchange rule, regulation or order to disclose this Agreement or any of its terms and conditions, then each party agrees that it shall not disclose this Agreement, its terms or conditions to any third party (other than a third party to whom the Agreement is assigned pursuant to paragraph 9), without the prior written consent of the other parties hereto.

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        IN WITNESS WHEREOF, each of the parties to this Option Agreement have duly executed and delivered it as of the date first above written.

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EXHIBIT 7

OPTION AGREEMENT FOR THE PURCHASE OF RESTRICTED SECURITIES

        This Option Agreement for the Purchase of Restricted Securities (hereinafter, "Option" or "Agreement"), is entered into and effective this 31st day of March, 2005, by and between the following parties:

Michael Katz ("Shareholder")
c/o Corporon Eyler & Katz LLC
13710 Rice Place
Aurora, Colorado 80015

and

Resource Capital Fund III L.P. and assigns ("Option Holder")
c/o Resource Capital Funds
1400 Sixteenth Street
Suite 200
Denver, CO 80202

        WHEREAS Shareholder is the owner of 500,000 restricted shares of common stock of Calais Resources, Inc. ("Calais"), which shares are represented by the following Calais Resources, Inc. share certificates: #                        (the "certificates"); and

        WHEREAS Shareholder is desirous of advancing the corporate re-structuring goals of Calais; and

        WHEREAS Shareholder understands and agrees that the corporate re-structuring of Calais may require that an incoming investor obtain a substantial share ownership in Calais as a condition of making a major capital investment in Calais or its mineral properties;

        WHEREAS Shareholder and Option Holder are each "accredited investors," as defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (an "Accredited Investor"), each with full access to all necessary information about Calais, its business, properties, performance and prospects and to its own legal and business counsel, which each party covenants and affirms it has obtained; and

        WHEREAS Shareholder desires to grant to Option Holder an option to purchase 200,000 shares of the common stock of Calais (the "Shares") at US$0.15 per Share;

        NOW THEREFORE, in consideration of the payment of $10.00 and other good and valuable consideration by Option Holder to Shareholder, the receipt and sufficiency of which is hereby acknowledged and confirmed, an Option Agreement with the following terms and conditions is hereby entered into:

        1.     On or before April 1, 2005, Option Holder shall pay to the Shareholder an option fee of US$1,016.95 (the "Option Fee") to create an option in favor of the Option Holder to purchase the Shares as described in this Agreement. The Option Fee payment may be tendered in the form of a check or by wire transfer. Tender by wire transfer shall be in accordance with written instructions provided by the Shareholder prior to April 1, 2005. Tender by check may be made to Shareholder at the address listed above. If the Option Fee is not paid or tendered by 5:00 p.m. Mountain Time on April 1, 2005, then this Agreement shall terminate.

        2.     Upon payment or tender of the Option Fee, Shareholder thereupon automatically grants to the Option Holder, and Option Holder shall have and hold, the sole, exclusive and irrevocable option and right to purchase the Shares from Shareholder at a price of US$0.15 per Share.

        3.     The Option described herein may be exercised by Option Holder by providing written notice of exercise to the Shareholder at the address listed above on or before June 1, 2005 (the "Exercise Notice"). Notice by e-mail may also be given to Shareholder at his e-mail address of

bizlaw@ix.netcom.com. Upon the giving of the Exercise Notice, this Option shall become a contract requiring Shareholder to sell, and Option Holder to purchase, the Shares designated in the Exercise Notice at the price of US$0.15 per Share on the terms and conditions set forth in the purchase and sale agreement attached as Exhibit B hereto.

        This Agreement and the option described herein shall expire and terminate on the first to occur of (i) failure of Option Holder to pay the Option Fee as required in paragraph 1 of this Agreement, (ii) written notice from Option Holder to cancel and terminate this Agreement, or (iii) the failure of Shareholder to receive an Exercise Notice on or before June 1, 2005.

        This Agreement constitutes an option to purchase the Shares, and not an agreement obligating Option Holder to purchase all or any of the Shares. Until the Shareholder receives an Exercise Notice and the Closing (defined below) occurs, Shareholder shall retain all rights in, to and incident to the ownership of the Shares.

        4.     Closing shall be had within ten (10) calendar days after giving the Exercise Notice, payment to be made by wire transfer or cashier's check. Option Holder shall designate the time and place of closing its purchase of the Shares described in the Exercise Notice (the "Closing"). Shareholder shall provide any necessary wire transfer information, if requested.

        5.     The Shareholder agrees not to sell, transfer, assign, pledge or otherwise dispose of or encumber the Shares or to enter into any other agreements with respect to the Shares during the term of this Agreement. At Closing, Shareholder shall convey to Option Holder good title to the Shares, free and clear of security interests, liens and encumbrances. Shareholder shall deliver to Option Holder at Closing a certificate or certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers for transfer.

        6.     At Closing, or, if required by law or regulation, prior to Closing, the parties shall co-operate in making all necessary securities disclosures or filings, including written representation of their status as Accredited Investors, and in executing such documents of transfer and other instruments as are necessary or appropriate to consummate the sale of the Shares. The parties pledge their full and mutual cooperation in making and executing all necessary and appropriate documents and instruments to effect the Closing, including, without limitation, those necessary or appropriate to comply with Securities Laws (defined below). Option Holder agrees that at the time of exercise, it, or its assigns, will sign a written investment letter stating that it is purchasing the shares as an investment, and not with an intent to sell, offer for sale or distribution. Option Holder agrees and understands that the Shares are "Restricted Securities", as that term is defined in Rule 144(a)(3) promulgated under the Securities Act. Accordingly, Option Holder understands that it may not resell or transfer the Shares unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available.

        7.     The Option may be exercised by the Option Holder for either all of the Shares, or any portion of the Shares, at its election, which election shall be set forth in the Exercise Notice.

        8.     The parties agree that the existence of this Option shall be registered on the records and books of Calais Resources, Inc., and/or with its transfer agent, with a direction not to transfer the certificates representing the Shares during the Option Period without the written permission of Option Holder and Shareholder. Option Holder likewise represents that it will notify the Company and the transfer agent when the Option has expired or is surrendered, and will thereupon release any transfer restriction.

        9.     Option Holder may assign this Agreement and its rights hereunder in whole or in part to any assignee that has the financial ability to perform under the terms of this Option Agreement.

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        10.   This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado.

        11.   It is the stated intent of the parties that this Agreement be fully enforceable within its terms, and, that it is their further stated intent to do all things necessary and proper to comply with the laws of the State of Colorado, the United States and/or Canada where applicable, and the rules and regulations of the Securities and Exchange Commission, the British Columbia Securities Commission and any other regulatory body (collectively, the "Securities Laws") as may be applicable to this transaction, disclosure of this transaction, or exercise of the option and transfer of the shares and certificates; provided that any matter contemplated in this paragraph 11 shall not serve to extend the option exercise date.

        12.   Photocopies of the Share certificates which are the subject of this Option shall be attached as Exhibit A hereto. Shareholder shall provide such copies. This Option shall be effective regardless of whether copies of the share certificates are attached.

        13.   Shareholder covenants, represents and warrants that: (i) the Shareholder is the record and beneficial owners of the Shares as described in the Recitals, (ii) the Shares subject to this Agreement are owned by Shareholder, in the numbers and in the names described in the Recitals, free and clear of liens, restrictions and encumbrances other than share transfer restrictions stated on the certificates or imposed by applicable Securities Laws, (iii) it has been represented to Shareholder by Calais that the Shares are duly authorized, validly issued, fully paid and non-assessable and were issued in conformity with all applicable Securities Laws, and Shareholder has no knowledge to the contrary, (iv) there are no outstanding options, rights of first refusal, shareholders agreements, proxies or other rights or agreements applicable to or binding on the Shares, and (v) this Agreement does not violate or contravene any agreement to which Shareholder or any Shares is subject. Shareholder shall take no action during the term of this Agreement to sell, assign, transfer, pledge, hypothecate or encumber the Shares, or to enter into any options, shareholder agreements, proxies or other agreements with respect to the Shares or to otherwise place the Shares or certificates in a position where the free and clear transfer of the shares could not take place at Closing, or to otherwise encumber or alienate their good title.

        14.   This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Facsimile signatures or signatures delivered by other electronic means are acceptable, with originals to be delivered within a reasonable time to Option Holder.

        15.   The Option Fee provided for above, when paid, shall be non-refundable in the event that the Option is not exercised.

        16.   This Agreement shall be binding upon, and effective as to, the parties, their heirs, successors and assigns.

        17.   This Agreement may not be amended, modified or supplemented except by a writing duly executed by all the parties hereto.

        18.   Each party to this Agreement acknowledges and agrees that the rights granted to each of the parties in this Agreement are unique and the parties could not be adequately compensated in all cases by monetary damages alone if another party breaches or fails to perform this Agreement. Accordingly, in addition to any other right or remedy to which any party may be entitled, at law or in equity, each party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent any breaches of this Agreement.

        19.   Each party to this Agreement will bear and pay its own respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this

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Agreement and the Closing of the purchase of Shares (if the option is exercised), including, without limitation, the fees and expenses of legal counsel.

        20.   Each party to this Agreement agrees to treat this Agreement and its terms as confidential, and, unless required by law, stock exchange rule, regulation or order to disclose this Agreement or any of its terms and conditions, then each party agrees that it shall not disclose this Agreement, its terms or conditions to any third party (other than a third party to whom the Agreement is assigned pursuant to paragraph 9), without the prior written consent of the other parties hereto.

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        IN WITNESS WHEREOF, each of the parties to this Option Agreement have duly executed and delivered it as of the date first above written.

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EXHIBIT 8

OPTION AGREEMENT FOR THE PURCHASE OF RESTRICTED SECURITIES

        This Option Agreement for the Purchase of Restricted Securities (hereinafter, "Option" or "Agreement"), is entered into and effective this 31st day of March, 2005, by and between the following parties:

RMS Enterprises LLC ("Shareholder")
c/o Frontier Capital
8101 E. Prentice Avenue, Suite 500
Greenwood Village, CO 80111

and

Resource Capital Fund III L.P. and assigns ("Option Holder")
c/o Resource Capital Funds
1400 Sixteenth Street
Suite 200
Denver, CO 80202

        WHEREAS Shareholder is the owner of 300,000 restricted shares of common stock of Calais Resources, Inc. ("Calais"), which shares are represented by the following Calais Resources, Inc. share certificates: #                        (the "certificates"); and

        WHEREAS Shareholder is desirous of advancing the corporate re-structuring goals of Calais; and

        WHEREAS Shareholder understands and agrees that the corporate re-structuring of Calais may require that an incoming investor obtain a substantial share ownership in Calais as a condition of making a major capital investment in Calais or its mineral properties;

        WHEREAS Shareholder and Option Holder are each "accredited investors," as defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (an "Accredited Investor"), each with full access to all necessary information about Calais, its business, properties, performance and prospects and to its own legal and business counsel, which each party covenants and affirms it has obtained; and

        WHEREAS Shareholder desires to grant to Option Holder an option to purchase 100,000 shares of the common stock of Calais (the "Shares") at US$0.15 per Share;

        NOW THEREFORE, in consideration of the payment of $10.00 and other good and valuable consideration by Option Holder to Shareholder, the receipt and sufficiency of which is hereby acknowledged and confirmed, an Option Agreement with the following terms and conditions is hereby entered into:

        1.     On or before April 1, 2005, Option Holder shall pay to the Shareholder an option fee of US$508.47 (the "Option Fee") to create an option in favor of the Option Holder to purchase the Shares as described in this Agreement. The Option Fee payment may be tendered in the form of a check or by wire transfer. Tender by wire transfer shall be in accordance with written instructions provided by the Shareholder prior to April 1, 2005. Tender by check may be made to Shareholder at the address listed above. If the Option Fee is not paid or tendered by 5:00 p.m. Mountain Time on April 1, 2005, then this Agreement shall terminate.

        2.     Upon payment or tender of the Option Fee, Shareholder thereupon automatically grants to the Option Holder, and Option Holder shall have and hold, the sole, exclusive and irrevocable option and right to purchase the Shares from Shareholder at a price of US$0.15 per Share.

        3.     The Option described herein may be exercised by Option Holder by providing written notice of exercise to the Shareholder at the address listed above on or before June 1, 2005 (the "Exercise Notice"). Notice by e-mail may also be given to Shareholder at his e-mail address of eeiland@fmgcash.com. Upon the giving of the Exercise Notice, this Option shall become a

contract requiring Shareholder to sell, and Option Holder to purchase, the Shares designated in the Exercise Notice at the price of US$0.15 per Share on the terms and conditions set forth in the purchase and sale agreement attached as Exhibit B hereto.

        This Agreement and the option described herein shall expire and terminate on the first to occur of (i) failure of Option Holder to pay the Option Fee as required in paragraph 1 of this Agreement, (ii) written notice from Option Holder to cancel and terminate this Agreement, or (iii) the failure of Shareholder to receive an Exercise Notice on or before June 1, 2005.

        This Agreement constitutes an option to purchase the Shares, and not an agreement obligating Option Holder to purchase all or any of the Shares. Until the Shareholder receives an Exercise Notice and the Closing (defined below) occurs, Shareholder shall retain all rights in, to and incident to the ownership of the Shares.

        4.     Closing shall be had within ten (10) calendar days after giving the Exercise Notice, payment to be made by wire transfer or cashier's check. Option Holder shall designate the time and place of closing its purchase of the Shares described in the Exercise Notice (the "Closing"). Shareholder shall provide any necessary wire transfer information, if requested.

        5.     The Shareholder agrees not to sell, transfer, assign, pledge or otherwise dispose of or encumber the Shares or to enter into any other agreements with respect to the Shares during the term of this Agreement. At Closing, Shareholder shall convey to Option Holder good title to the Shares, free and clear of security interests, liens and encumbrances. Shareholder shall deliver to Option Holder at Closing a certificate or certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers for transfer.

        6.     At Closing, or, if required by law or regulation, prior to Closing, the parties shall co-operate in making all necessary securities disclosures or filings, including written representation of their status as Accredited Investors, and in executing such documents of transfer and other instruments as are necessary or appropriate to consummate the sale of the Shares. The parties pledge their full and mutual cooperation in making and executing all necessary and appropriate documents and instruments to effect the Closing, including, without limitation, those necessary or appropriate to comply with Securities Laws (defined below). Option Holder agrees that at the time of exercise, it, or its assigns, will sign a written investment letter stating that it is purchasing the shares as an investment, and not with an intent to sell, offer for sale or distribution. Option Holder agrees and understands that the Shares are "Restricted Securities", as that term is defined in Rule 144(a)(3) promulgated under the Securities Act. Accordingly, Option Holder understands that it may not resell or transfer the Shares unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available.

        7.     The Option may be exercised by the Option Holder for either all of the Shares, or any portion of the Shares, at its election, which election shall be set forth in the Exercise Notice.

        8.     The parties agree that the existence of this Option shall be registered on the records and books of Calais Resources, Inc., and/or with its transfer agent, with a direction not to transfer the certificates representing the Shares during the Option Period without the written permission of Option Holder and Shareholder. Option Holder likewise represents that it will notify the Company and the transfer agent when the Option has expired or is surrendered, and will thereupon release any transfer restriction.

        9.     Option Holder may assign this Agreement and its rights hereunder in whole or in part to any assignee that has the financial ability to perform under the terms of this Option Agreement.

        10.   This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado.

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        11.   It is the stated intent of the parties that this Agreement be fully enforceable within its terms, and, that it is their further stated intent to do all things necessary and proper to comply with the laws of the State of Colorado, the United States and/or Canada where applicable, and the rules and regulations of the Securities and Exchange Commission, the British Columbia Securities Commission and any other regulatory body (collectively, the "Securities Laws") as may be applicable to this transaction, disclosure of this transaction, or exercise of the option and transfer of the shares and certificates; provided that any matter contemplated in this paragraph 11 shall not serve to extend the option exercise date.

        12.   Photocopies of the Share certificates which are the subject of this Option shall be attached as Exhibit A hereto. Shareholder shall provide such copies. This Option shall be effective regardless of whether copies of the share certificates are attached.

        13.   Shareholder covenants, represents and warrants that: (i) the Shareholder is the record and beneficial owners of the Shares as described in the Recitals, (ii) the Shares subject to this Agreement are owned by Shareholder, in the numbers and in the names described in the Recitals, free and clear of liens, restrictions and encumbrances other than share transfer restrictions stated on the certificates or imposed by applicable Securities Laws, (iii) it has been represented to Shareholder by Calais that the Shares are duly authorized, validly issued, fully paid and non-assessable and were issued in conformity with all applicable Securities Laws, and Shareholder has no knowledge to the contrary, (iv) there are no outstanding options, rights of first refusal, shareholders agreements, proxies or other rights or agreements applicable to or binding on the Shares, and (v) this Agreement does not violate or contravene any agreement to which Shareholder or any Shares is subject. Shareholder shall take no action during the term of this Agreement to sell, assign, transfer, pledge, hypothecate or encumber the Shares, or to enter into any options, shareholder agreements, proxies or other agreements with respect to the Shares or to otherwise place the Shares or certificates in a position where the free and clear transfer of the shares could not take place at Closing, or to otherwise encumber or alienate their good title.

        14.   This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Facsimile signatures or signatures delivered by other electronic means are acceptable, with originals to be delivered within a reasonable time to Option Holder.

        15.   The Option Fee provided for above, when paid, shall be non-refundable in the event that the Option is not exercised.

        16.   This Agreement shall be binding upon, and effective as to, the parties, their heirs, successors and assigns.

        17.   This Agreement may not be amended, modified or supplemented except by a writing duly executed by all the parties hereto.

        18.   Each party to this Agreement acknowledges and agrees that the rights granted to each of the parties in this Agreement are unique and the parties could not be adequately compensated in all cases by monetary damages alone if another party breaches or fails to perform this Agreement. Accordingly, in addition to any other right or remedy to which any party may be entitled, at law or in equity, each party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent any breaches of this Agreement.

        19.   Each party to this Agreement will bear and pay its own respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Closing of the purchase of Shares (if the option is exercised), including, without limitation, the fees and expenses of legal counsel.

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        20.   Each party to this Agreement agrees to treat this Agreement and its terms as confidential, and, unless required by law, stock exchange rule, regulation or order to disclose this Agreement or any of its terms and conditions, then each party agrees that it shall not disclose this Agreement, its terms or conditions to any third party (other than a third party to whom the Agreement is assigned pursuant to paragraph 9), without the prior written consent of the other parties hereto.

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        IN WITNESS WHEREOF, each of the parties to this Option Agreement have duly executed and delivered it as of the date first above written.

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QuickLinks

EXHIBIT 9

OPTION AGREEMENT FOR THE PURCHASE OF RESTRICTED SECURITIES

        This Option Agreement for the Purchase of Restricted Securities (hereinafter, "Option" or "Agreement"), is entered into and effective this 31st day of March, 2005, by and between the following parties:

Stephen Angelo Benaske ("Shareholder")
c/o Broadway Mortgage Group
1590 Little Raven Street, Penthouse #2
Denver, CO 80202-6182

and

Resource Capital Fund III L.P. and assigns ("Option Holder")
c/o Resource Capital Funds
1400 Sixteenth Street
Suite 200
Denver, CO 80202

        WHEREAS Shareholder is the owner of 5,415,818 restricted shares of common stock of Calais Resources, Inc. ("Calais"), which shares are represented by the following Calais Resources, Inc. share certificates: #                        (the "certificates"); and

        WHEREAS Shareholder is desirous of advancing the corporate re-structuring goals of Calais; and

        WHEREAS Shareholder understands and agrees that the corporate re-structuring of Calais may require that an incoming investor obtain a substantial share ownership in Calais as a condition of making a major capital investment in Calais or its mineral properties;

        WHEREAS Shareholder and Option Holder are each "accredited investors," as defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (an "Accredited Investor"), each with full access to all necessary information about Calais, its business, properties, performance and prospects and to its own legal and business counsel, which each party covenants and affirms it has obtained; and

        WHEREAS Shareholder desires to grant to Option Holder an option to purchase 4,000,000 shares of the common stock of Calais (the "Shares") at US$0.15 per Share;

        NOW THEREFORE, in consideration of the payment of $10.00 and other good and valuable consideration by Option Holder to Shareholder, the receipt and sufficiency of which is hereby acknowledged and confirmed, an Option Agreement with the following terms and conditions is hereby entered into:

        1.     On or before April 1, 2005, Option Holder shall pay to the Shareholder an option fee of US$20,338.99 (the "Option Fee") to create an option in favor of the Option Holder to purchase the Shares as described in this Agreement. The Option Fee payment may be tendered in the form of a check or by wire transfer. Tender by wire transfer shall be in accordance with written instructions provided by the Shareholder prior to April 1, 2005. Tender by check may be made to Shareholder at the address listed above. If the Option Fee is not paid or tendered by 5:00 p.m. Mountain Time on April 1, 2005, then this Agreement shall terminate.

        2.     Upon payment or tender of the Option Fee, Shareholder thereupon automatically grants to the Option Holder, and Option Holder shall have and hold, the sole, exclusive and irrevocable option and right to purchase the Shares from Shareholder at a price of US$0.15 per Share.

        3.     The Option described herein may be exercised by Option Holder by providing written notice of exercise to the Shareholder at the address listed above on or before June 1, 2005 (the "Exercise Notice"). Notice by e-mail may also be given to Shareholder at his e-mail address of

sabco1@aol.com. Upon the giving of the Exercise Notice, this Option shall become a contract requiring Shareholder to sell, and Option Holder to purchase, the Shares designated in the Exercise Notice at the price of US$0.15 per Share on the terms and conditions set forth in the purchase and sale agreement attached as Exhibit B hereto.

        This Agreement and the option described herein shall expire and terminate on the first to occur of (i) failure of Option Holder to pay the Option Fee as required in paragraph 1 of this Agreement, (ii) written notice from Option Holder to cancel and terminate this Agreement, or (iii) the failure of Shareholder to receive an Exercise Notice on or before June 1, 2005.

        This Agreement constitutes an option to purchase the Shares, and not an agreement obligating Option Holder to purchase all or any of the Shares. Until the Shareholder receives an Exercise Notice and the Closing (defined below) occurs, Shareholder shall retain all rights in, to and incident to the ownership of the Shares.

        4.     Closing shall be had within ten (10) calendar days after giving the Exercise Notice, payment to be made by wire transfer or cashier's check. Option Holder shall designate the time and place of closing its purchase of the Shares described in the Exercise Notice (the "Closing"). Shareholder shall provide any necessary wire transfer information, if requested.

        5.     The Shareholder agrees not to sell, transfer, assign, pledge or otherwise dispose of or encumber the Shares or to enter into any other agreements with respect to the Shares during the term of this Agreement. At Closing, Shareholder shall convey to Option Holder good title to the Shares, free and clear of security interests, liens and encumbrances. Shareholder shall deliver to Option Holder at Closing a certificate or certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers for transfer.

        6.     At Closing, or, if required by law or regulation, prior to Closing, the parties shall co-operate in making all necessary securities disclosures or filings, including written representation of their status as Accredited Investors, and in executing such documents of transfer and other instruments as are necessary or appropriate to consummate the sale of the Shares. The parties pledge their full and mutual cooperation in making and executing all necessary and appropriate documents and instruments to effect the Closing, including, without limitation, those necessary or appropriate to comply with Securities Laws (defined below). Option Holder agrees that at the time of exercise, it, or its assigns, will sign a written investment letter stating that it is purchasing the shares as an investment, and not with an intent to sell, offer for sale or distribution. Option Holder agrees and understands that the Shares are "Restricted Securities", as that term is defined in Rule 144(a)(3) promulgated under the Securities Act. Accordingly, Option Holder understands that it may not resell or transfer the Shares unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available.

        7.     The Option may be exercised by the Option Holder for either all of the Shares, or any portion of the Shares, at its election, which election shall be set forth in the Exercise Notice.

        8.     The parties agree that the existence of this Option shall be registered on the records and books of Calais Resources, Inc., and/or with its transfer agent, with a direction not to transfer the certificates representing the Shares during the Option Period without the written permission of Option Holder and Shareholder. Option Holder likewise represents that it will notify the Company and the transfer agent when the Option has expired or is surrendered, and will thereupon release any transfer restriction.

        9.     Option Holder may assign this Agreement and its rights hereunder in whole or in part to any assignee that has the financial ability to perform under the terms of this Option Agreement.

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        10.   This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado.

        11.   It is the stated intent of the parties that this Agreement be fully enforceable within its terms, and, that it is their further stated intent to do all things necessary and proper to comply with the laws of the State of Colorado, the United States and/or Canada where applicable, and the rules and regulations of the Securities and Exchange Commission, the British Columbia Securities Commission and any other regulatory body (collectively, the "Securities Laws") as may be applicable to this transaction, disclosure of this transaction, or exercise of the option and transfer of the shares and certificates; provided that any matter contemplated in this paragraph 11 shall not serve to extend the option exercise date.

        12.   Photocopies of the Share certificates which are the subject of this Option shall be attached as Exhibit A hereto. Shareholder shall provide such copies. This Option shall be effective regardless of whether copies of the share certificates are attached.

        13.   Shareholder covenants, represents and warrants that: (i) the Shareholder is the record and beneficial owners of the Shares as described in the Recitals, (ii) the Shares subject to this Agreement are owned by Shareholder, in the numbers and in the names described in the Recitals, free and clear of liens, restrictions and encumbrances other than share transfer restrictions stated on the certificates or imposed by applicable Securities Laws, (iii) it has been represented to Shareholder by Calais that the Shares are duly authorized, validly issued, fully paid and non-assessable and were issued in conformity with all applicable Securities Laws, and Shareholder has no knowledge to the contrary, (iv) there are no outstanding options, rights of first refusal, shareholders agreements, proxies or other rights or agreements applicable to or binding on the Shares, and (v) this Agreement does not violate or contravene any agreement to which Shareholder or any Shares is subject. Shareholder shall take no action during the term of this Agreement to sell, assign, transfer, pledge, hypothecate or encumber the Shares, or to enter into any options, shareholder agreements, proxies or other agreements with respect to the Shares or to otherwise place the Shares or certificates in a position where the free and clear transfer of the shares could not take place at Closing, or to otherwise encumber or alienate their good title.

        14.   This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Facsimile signatures or signatures delivered by other electronic means are acceptable, with originals to be delivered within a reasonable time to Option Holder.

        15.   The Option Fee provided for above, when paid, shall be non-refundable in the event that the Option is not exercised.

        16.   This Agreement shall be binding upon, and effective as to, the parties, their heirs, successors and assigns.

        17.   This Agreement may not be amended, modified or supplemented except by a writing duly executed by all the parties hereto.

        18.   Each party to this Agreement acknowledges and agrees that the rights granted to each of the parties in this Agreement are unique and the parties could not be adequately compensated in all cases by monetary damages alone if another party breaches or fails to perform this Agreement. Accordingly, in addition to any other right or remedy to which any party may be entitled, at law or in equity, each party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent any breaches of this Agreement.

        19.   Each party to this Agreement will bear and pay its own respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this

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Agreement and the Closing of the purchase of Shares (if the option is exercised), including, without limitation, the fees and expenses of legal counsel.

        20.   Each party to this Agreement agrees to treat this Agreement and its terms as confidential, and, unless required by law, stock exchange rule, regulation or order to disclose this Agreement or any of its terms and conditions, then each party agrees that it shall not disclose this Agreement, its terms or conditions to any third party (other than a third party to whom the Agreement is assigned pursuant to paragraph 9), without the prior written consent of the other parties hereto.

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        IN WITNESS WHEREOF, each of the parties to this Option Agreement have duly executed and delivered it as of the date first above written.

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EXHIBIT 10

VOTING AGREEMENT

        This Voting Agreement ("Agreement"), dated as of                        , 2005, is entered into by and between Resource Capital Fund III L.P., a Cayman Islands exempt limited partnership ("RCF") and                        , an individual and a resident of Colorado ("Stockholder").

Recitals

        WHEREAS, Stockholder owns the aggregate number of outstanding shares of the common stock of Calais Resources Inc., a British Columbia corporation ("Calais") set forth on Schedule 1 hereto (the "Shares");

        WHEREAS, RCF and Stockholder have entered into that certain Stock Purchase Agreement (the "Purchase Agreement") dated                        , 2005, whereby RCF has agreed to acquire from the Stockholder the number of shares of the common stock of Calais as described therein (the "Purchased Shares"). Following the closing and consummation of the Purchase Agreement, Stockholder will continue to own the Shares;

        WHEREAS, Calais is contemplating and pursuing a corporate restructuring and Stockholder desires to advance the efforts of Calais to restructure and to obtain new equity or debt financing;

        WHEREAS, Stockholder understands and agrees that the Calais restructuring may require that an incoming investor obtain a substantial ownership in Calais and control over the voting power of a substantial number of shares of Calais;

        WHEREAS, in consideration for RCF entering into the Purchase Agreement and acquiring the Purchased Shares from Stockholder and for RCF agreeing to invest additional funds in Calais, Stockholder has agreed to vote the Shares as directed by RCF and to grant a proxy to RCF with respect to voting the Shares;

Agreement

        NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

VOTING AGREEMENT; IRREVOCABLE PROXY

        1.1    Voting Agreement.    Stockholder hereby covenants and agrees that with respect to any action, vote or consent of the stockholders of Calais, whether at a meeting of stockholders, by written consent or howsoever called or wheresoever held, or in any other circumstances upon which such Stockholder's vote, consent or other approval is sought, for as long as Stockholder owns the Shares, such Stockholder shall vote the Shares in accordance with the direction and instruction of RCF.

        1.2    Proxy.    In consideration of RCF entering into the Purchase Agreement and acquiring the Purchased Shares and in order to secure Stockholder's agreement and obligation to vote his Shares in accordance with the instruction and direction of RCF, Stockholder hereby appoints RCF, its successors and assigns, as his true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his Shares with respect to any and all matters that come before the stockholders of Calais for a vote, consent or other approval, however or whenever such stockholder meeting is called or such stockholder vote is held or conducted, and however and wherever such vote, consent or other approval is taken. The proxy and powers granted to RCF by Stockholder hereby are coupled with an interest and are irrevocable.

        1.3    Additional Shares Covered.    In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of Calais affecting the Shares, the number of Shares shall be deemed adjusted appropriately and this Agreement, the obligations hereunder and the proxy granted hereby shall attach to any additional shares of common stock or other voting securities issued to or acquired by Stockholder as a result of such stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of Calais affecting the Shares.

        1.4    Additional Agreement.    Stockholder represents and warrants to RCF that such Stockholder has not granted and is not a party to, nor are the Shares subject to, any proxy, voting trust, shareholder agreement, investor rights agreement or other agreement or restriction that is inconsistent with or conflicts with the provisions of this Agreement. Stockholder agrees and covenants that, other than any agreement with RCF, Stockholder will not agree to or enter into any other proxy, voting trust, shareholder agreement, investor rights agreement or other agreement or restriction with respect to the Shares; provided, however, that the parties agree that Stockholder may sell the Shares to any unaffiliated third party at any time, free and clear of the restrictions imposed by this Voting Agreement, and Stockholder may enter into a stock purchase agreement or similar agreement in connection with any such sale of the Shares.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

        2.1    Legal Capacity.    Stockholder has all requisite legal capacity and power to execute and deliver this Agreement and to perform his obligations hereunder.

        2.2    Enforceability.    This Agreement has been duly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder enforceable in accordance with its terms.

        2.3    No Restrictions.    Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Stockholder with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, pledge, security agreement, deed of trust, or other contract, instrument or agreement to which Stockholder is bound, or by which Stockholder or any of its properties or assets may be bound or affected, or (ii) violate any statute, law, rule, regulation or order applicable to Stockholder or any of its properties or assets.

        2.4    Title to Shares.    Stockholder is the record and beneficial owner of the Shares. None of the Shares is subject to any option, preferential right to purchase, shareholders agreement, investor rights agreement, voting trust agreement, proxy or other contract, agreement, commitment or understanding restricting or otherwise relating to the rights or interests associated with the Shares, including, without limitation, the voting, dividend rights, assignment, transfer or disposition of any of the Shares.

        2.5    Representation by Counsel.    Stockholder has received a copy of this Agreement prior to the date hereof and has completely and carefully read and considered this Agreement prior to execution. Stockholder has consulted with legal counsel regarding the legal effect and meaning of this Agreement and all terms and conditions hereof, Stockholder's legal counsel has been involved in the negotiation and preparation of this Agreement, and Stockholder is fully aware of the contents of this Agreement and its legal effect. Stockholder has not relied on any representation or warranty, either express or implied, in deciding to enter into this Agreement, and Stockholder is executing and delivering this Agreement voluntarily and free from any undue influence, coercion, durress or fraud of any kind.

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ARTICLE III

GENERAL MATTERS

        3.1    Amendment and Waiver.    Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective unless such modification, amendment or waiver is approved in writing by each of the parties hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

        3.2    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

        3.3    Entire Agreement.    This Agreement, and those documents expressly referred to herein, embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may be related to the subject matter hereof in any way.

        3.4    Successors and Assigns.    This Agreement shall bind and inure to the benefit of and be enforceable by each party hereto, its successors and assigns.

        3.5    Counterparts.    This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

        3.6    Remedies.    Each party to this Agreement acknowledges and agrees that the rights granted under this Agreement are unique, irreparable damage would occur in the event that any provisions of this Agreement were not performed in accordance with their specific terms and such party could not be adequately compensated in all cases by monetary damages alone if any party breaches or fails to perform this Agreement. Accordingly, in addition to any other right or remedy to which any party may be entitled, at law or in equity, each party to this Agreement shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent any breaches of this Agreement.

        3.7    Notices.    Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by facsimile or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the addresses set forth below, or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally or sent by facsimile, three days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.

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If to RCF:

Resource Capital Fund III L.P.
c/o Resource Capital Funds
1400 Sixteenth Street
Suite 200
Denver, Colorado 80202
Attention: Ryan T. Bennett
Fax No: 720-946-1450

If to Stockholder:

   
   
   
   
   
   


Fax No:

        3.8    Governing Law.    The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of Colorado (without regard to its conflicts of law doctrines).

        3.9    Waiver of Jury Trial.    The parties hereto hereby irrevocably waive any and all right to trial by jury in any claim, suit or legal proceeding arising out of or related to this Agreement.

        3.10    Limitation of Liability.    Each of the parties hereto hereby waives, and in no event shall either of the parties be liable to any person or entity under this Agreement or otherwise for, any consequential, indirect or special damages, including, without limitation, any loss-of-profit, loss of opportunity, loss of goodwill or other such damages.

        3.11    Expenses.    All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

        3.12    Descriptive Headings.    The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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        IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement on the day and year first above written.

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