EX-99.2 3 v014030_ex99-2.txt Exhibit 99.2 ASSIGNMENT OF AGREEMENT TO ACQUIRE THE MARG PROPERTY This Assignment of the Marg Property Purchase Agreement is dated as of the 1st day of March, 2005. WHEREAS, Medallion Capital Corp. ("Medallion") entered into a contract with Atna Resources Ltd. dated November 25, 2004, to acquire the Marg Property( the "Agreement"); WHEREAS, Medallion has agreed to assign to Yukon Gold Corporation, Inc. ("Yukon Gold") the Agreement in consideration of the amounts of cash and common shares set out herein and assumption by Yukon Gold of all further obligations under the Agreement a copy of which is attached hereto as Schedule A and forms part hereof. NOW THEREFORE, the parties agree as follows. 1. In consideration of One Hundred and Fifty Thousand Dollars ($150,000) plus 133,333 common shares of Yukon Gold (the Shares) and assumption by Yukon Gold of all further obligations under the Agreement, Medallion hereby assigns, transfers and conveys the Agreement and title to the property to Yukon Gold. Medallion shall have no further right title or interest in and to the Agreement subject only to the terms of the Loan Agreement between the parties hereto of similar date. 2. Yukon Gold hereby consents to and accepts such assignment of the Agreement from Medallion to Yukon Gold and agrees to assume the obligations of Medallion under the Agreement. 3. Medallion directs Yukon gold to issue the Shares in the name of Atna Resources Ltd. 510-510 Burrard Street, Vancouver BC, Canada. 4. Yukon Gold directs Medallion to cause title to the mineral claims set out in the Agreement to be registered in the name of its wholly owned subsidiary Yukon Gold Corp. 347 Bay St. Suite 408, Toronto, ON, Canada. 5. The parties agree that no other consent of any third party is required to permit the foregoing assignment of the Agreement. 6. Yukon Gold hereby assumes all obligations of Medallion under the Agreement and agrees that it shall not make a claim against Medallion for indemnification or reimbursement for any obligations arising under the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Assignment of Note as of the date first above written. MEDALLION CAPITAL CORP. By: /s/Stafford Kelley ------------------ Stafford Kelley, President YUKON GOLD CORPORATION, INC. By: /s/ Warren Holmes ----------------- Warren Holmes, Chairman & CEO SCHEDULE "A" MARG PROPERTY PROPERTY PURCHASE AGREEMENT Dated November 25th, 2004 Between: ATNA RESOURCES LTD. and MEDALLION CAPITAL CORP. -------------------------------------------------------------------------------- INDEX Page RECITALS............................................................3 1. PURCHASE AND SALE...................................................3 2. ROYALTIES...........................................................3 3. CLOSING DATE - COMPLETION DATE......................................3 4. PRODUCTION SHARES...................................................3 5. TRANSFER OF TITLE...................................................3 6. RIGHT OF ENTRY......................................................3 7. REPRESENTATIONS AND WARRANTIES OF THE VENDOR........................3 8. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.....................3 9. COVENANTS OF THE PURCHASER..........................................3 10. DEFAULT AND TERMINATION.............................................3 11. INDEPENDENT ACTIVITIES..............................................3 12. CONFIDENTIALITY OF INFORMATION......................................3 13. ASSIGNMENT..........................................................3 14. UNAVOIDABLE DELAYS..................................................3 15. ARBITRATION.........................................................3 16. NOTICES.............................................................3 17. GENERAL TERMS AND CONDITIONS........................................3 SCHEDULE "A": The Property SCHEDULE "B": Net Profits Interest payable to Archer, Cathro & Associates (1981) Limited MARG PROPERTY PROPERTY PURCHASE AGREEMENT THIS AGREEMENT is made as of the 25th day of November, 2004, BETWEEN: ATNA RESOURCES LTD., a company duly incorporated under the laws of the Province of British Columbia and having a registered office at 1040-999 West Hastings Street, Vancouver, B.C., V6C 2W2 (hereinafter referred to as the "Vendor") OF THE FIRST PART, AND: MEDALLION CAPITAL CORP., a company incorporated under the laws of the Province of Ontario and having an office at Suite 408, 347 Bay Street, Toronto, Ontario, M5H 2K7 (hereinafter referred to as the "Purchaser" or "Medallion") OF THE SECOND PART. RECITALS WHEREAS the Vendor is the recorded and beneficial owner of a 100% interest in certain mineral claims situated in the Mayo Mining District, Yukon Territory, Canada (more particularly set out in Schedule "A" hereto and hereinafter referred to as the "Property"), subject to the Net Profits Royalties as set out herein; AND WHEREAS the Vendor has agreed to sell to Medallion a 100% interest in and to the Property, subject to the Net Profits Royalties as set out herein AND WHEREAS Medallion, as soon as possible following the execution and delivery of this agreement, intends to assign its entire interest in and to this agreement and the Property to Yukon Gold Corporation, Inc. ("Yukon Gold"); NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereafter set out, the parties hereto agree as follows: 1. PURCHASE AND SALE 1.01 The Vendor hereby sells to the Purchaser, and the Purchase hereby buys from the Vendor, a 100% interest in and to the Property by paying to the Vendor the sum of $600,000 and delivering to the Vendor 400,000 common shares in the capital of Yukon Gold (the "Yukon Gold Shares"), to be respectively paid and delivered to the Vendor as follows: (a) the sum of $130,000 cash (the prior receipt of $80,000 of which is hereby acknowledged by the Vendor) and 133,333 Yukon Gold Shares, to be respectively paid and delivered to the Vendor on the "Closing Date", as hereinafter defined; and (b) an additional $20,000 cash to be paid to the Vendor on or before February 28, 2005; and (c) an additional $50,000 cash and an additional 133,333 Yukon Gold Shares to be respectively paid and delivered to the Vendor on or before the first anniversary of the Closing Date; and (d) an additional $100,000 cash and an additional 133,334 Yukon Gold Shares to be respectively paid and delivered to the Vendor on or before the second anniversary of the Closing Date; and (e) an additional $100,000 cash to be paid to the Vendor on or before the third anniversary of the Closing Date; and (f) an additional $200,000 to be paid to the Vendor on or before the fourth anniversary of the Closing Date, payable in any combination of cash and Yukon Gold Shares as the Purchaser may determine, and calculated pursuant to paragraph 4.04 hereof. 2. ROYALTIES 2.01 The Property is subject to two (2) Net Profit Royalties ("NPR") as described below and for which the Purchaser accepts responsibility, following the Closing Date. 2.02 A two percent (2%) calculated on one third (1/3) of the Net Profits is payable to Archer Cathro and Associates (1981) Limited in accordance with the terms set out in Schedule B hereto. 2.03 A five percent (5%) NPR is payable to Chevron Canada Ltd. and is calculated in accordance with the terms set out in Schedule E of the Joint Venture Agreement between SMD Mining CO. Ltd and NDU Resources Ltd., dated January 1, 1989, a copy of which is acknowledged by the Purchaser as being delivered. 3. CLOSING DATE - COMPLETION DATE 3.01 In this agreement, "Closing Date" means December 12, 2004, or such other date as may be agreed to by the parties hereto. 3.02 The date on which the Purchaser completes the payment to the Vendor of the sum of $600,000 and delivers to the Vendor the 400,000 Yukon Gold Shares, as set out in paragraph 1.01 hereof, is referred to hereinafter as the "Completion Date". 4. PRODUCTION SHARES 4.01 On the "Commencement of Commercial Production" (as hereinafter defined), the Purchaser shall pay to the Vendor an additional $1,000,000, payable in any combination of cash and Yukon Gold Shares as the Purchaser may determine, and calculated pursuant to paragraph 4.03 hereof. 4.02 In this agreement, "Commencement of Commercial Production" means: (a) if a processing facility is located on the Property, the last day of a period of 30 consecutive days in which, for not less than 25 days, such facility processed ore from the Property at not less than 50% of its rated capacity; or (b) if no processing facility is located on the Property, the last day of the first period of 30 consecutive days during which ore has been shipped from the Property on a regular basis at a rate equal to 50% of the daily rate projected in a feasibility study or permit to operate a mine for the purpose of earning revenues; PROVIDED THAT no period of time during which ore or concentrate is shipped from the Property for testing purposes, and no period of time during which milling operations are undertaken as initial tune-up, shall be taken into account in determining the date of the Commencement of Commercial Production. 4.03 In the event that the Purchaser elects to make a payment in the form of Yukon Gold Shares pursuant to subparagraph 1.01(e) or paragraph 4.01, the number of shares to be delivered shall be equal to the "Payment Amount" divided by the "Current Market Price" (as each of those terms is hereinafter defined). The Purchaser shall give the Vendor not less than 30 days' advance notice of the election, and shall indicate the dollar amount of the applicable payment in respect of which it elects to pay Yukon Gold Shares. 4.04 In this agreement: (a) "PAYMENT AMOUNT" means the amount in dollars in respect of which the Purchaser elects to make payment in the form of Yukon Gold Shares; and (b) "Current Market Price" means the weighted average trading price of Yukon Gold Shares over the 20 trading days that end 10 days prior to the proposed date of payment on the trading market on which the Yukon Gold Shares trade, and if such shares trade on more than one market, the market with the highest volume of trading shall be selected as the market to be used for the purpose of making the calculation of the weighted average trading price. If the trading market selected is quoted in US dollars the exchange rate quoted by the Bank of Canada on the date the calculation is made shall be used to determine the Canadian dollar equivalent. 5. TRANSFER OF TITLE 5.01 On the Closing Date, the Vendor shall deliver to the Purchaser recordable Bills of Sale or other applicable conveyancing documentation sufficient to affect the transfer of a 100% interest in and to the Property to the Purchaser, provided the Purchaser may elect to have Yukon Gold Corp. named in the said documentation. 6. RIGHT OF ENTRY 6.01 During the currency of this agreement prior to the Completion Date, the Purchaser, its servants, agents and workmen and any persons duly authorized by the Purchaser, shall, subject to subparagraph 9.01(g) hereof, have the exclusive right to enter upon and take possession of and prospect, explore and develop (but not mine) the Property in such manner as the Purchaser in its sole discretion may deem advisable. The Purchaser shall have the right to mine the Property following the Completion Date. 7. REPRESENTATIONS AND WARRANTIES OF THE VENDOR 7.01 The Vendor hereby represents and warrants to the Purchaser that: (a) it is a company in good standing under the laws of the province of British Columbia and has full corporate power and authority to enter into this agreement; (b) it is now the sole owner of a "Participating Interest" (as that term is defined in the Marg Joint Venture Agreement effective January 1, 1989 between SMD Mining Co. Ltd. ("SMD") and NDU Resources Ltd., ("NDU") and as a result, such agreement has now terminated pursuant to its terms; (c) it is the recorded and beneficial owner of a 100% interest in and to the Property; (d) to the best of its knowledge, the mineral claims comprising the Property have been validly located and are now duly recorded and in good standing substantially in accordance with the laws in effect in the jurisdiction in which they are situated; (e) the entering into this agreement does not conflict with any applicable law nor does it conflict with, or result in a breach of or accelerate the performance required by any contract or other commitment to which it is a party or by which it is bound; (f) it has the exclusive right to enter into this agreement and all necessary authority to assign to the Purchaser a 100% right, title and interest in and to the Property in accordance with the terms and conditions of this agreement; (g) to the best of its knowledge, other than as disclosed in Article 2 and in Schedule "A" hereto, the Property is free and clear of all liens and encumbrances; (h) there are no outstanding or, to the best of the Vendor's information, knowledge and belief, proposed, threatened or contemplated actions or suits which, if successful, would or could affect the market value or ownership of the Property or any portion thereof; (i) conditions on and relating to the Property are in compliance with all applicable laws, regulations and orders relating to environmental matters, including, but not limited to, waste disposal and storage; and (j) there are no reclamation liabilities to be carried out in the future, outstanding work orders or actions required to be taken relating to the condition of the Property, or any operations that have been carried out thereon; and (k) on the Closing Date the Vendor will deliver to the Purchaser copies of all reports, maps and other documents and or materials relating to the Property in the Vendor's possession. 7.02 The representations and warranties hereinbefore set out are conditions upon which the Purchaser has relied on entering into this agreement and shall survive the Completion Date by a period of 24 months. The Vendor hereby indemnifies and saves the Purchaser harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this agreement; provided that for such indemnity to be effective, the Vendor must receive notice of any claim hereunder within the 24-month period set out above. 8. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 8.01 Medallion represents and warrants to the Vendor that: (a) it has full corporate power and authority to enter into this agreement and the entering into of this agreement does not conflict with any applicable laws or with its charter documents nor does it conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound; (b) it will assign its entire interest in and to the Property and this agreement to Yukon Gold within 90 days of the Closing Date, and following such assignment, all references herein to the Purchaser shall be construed as references to Yukon Gold; (c) Yukon Gold is a company in good standing under the laws of Delaware; (d) within 90 following the Closing Date, the Yukon Gold Shares will trade in the United States on the OTC Bulletin Board; and (e) the Yukon Gold Shares to be delivered hereunder to the Vendor shall be free-trading, fully-paid and non-assessable shares in the capital of Yukon Gold, not subject to any escrow or pooling restrictions, other than those required by law or regulation provided for in the Securities Act of 1933 as amended or the Securities and Exchange Act of 1934 as amended. 7.02 The representations and warranties hereinbefore set out are conditions upon which the Vendor has relied on entering into this agreement and shall survive the Completion Date by a period of 24 months. The Purchaser hereby indemnifies and saves the Vendor harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this agreement; provided that for such indemnity to be effective, the Purchaser must receive notice of any claim hereunder within the 24-month period set out above. 9. COVENANTS OF THE PURCHASER 9.01 The Purchaser covenants and agrees with the Vendor that during the currency of this agreement: (a) prior to the Completion Date the Purchaser shall carry out and record or cause to be carried out and recorded all such assessment work upon the Property as may be required in order to maintain the Property in good standing at all times; notwithstanding the foregoing, the Purchaser shall record all eligible expenditures as assessment credits up to the maximum amount permitted under the applicable law or policy, shall file all assessment credits not less than 30 days prior to the expiry date or anniversary date of any mineral claim in respect of which the assessment credits are being filed and shall provide the Vendor with a copy of the filing within 48 hours of it being filed; (b) prior to the Completion Date the Purchaser shall keep the Property clear of liens and all other charges arising from its operations thereon; PROVIDED THAT after the Completion Date, the Purchaser may pledge the Property as collateral for financing to bring the Property into commercial production; (c) prior to the Completion Date the Purchaser shall carry on all operations on the Property in a good and miner-like manner and in compliance with all applicable governmental regulations and restrictions; (d) prior to the Completion Date the Purchaser shall pay or cause to be paid any rates, taxes, duties, royalties, assessments or fees levied with respect to the Property or the Purchaser's operations thereon; (e) in the event the Purchaser terminates this agreement prior to the Completion Date, the Purchaser will leave the Property in a safe and environmentally acceptable condition in accordance with good miner-like practice and all applicable requirements of law; (f) the Purchaser shall indemnify the Vendor and save it harmless from any and all liabilities, costs, damages or charges arising from the failure of the Purchaser to comply with the covenants contained in this article or otherwise arising from its operations on the Property; (g) prior to the Completion Date the Purchaser shall allow the Vendor and any duly authorized agent or representative of the Vendor to inspect the Property at all times and intervals; PROVIDED HOWEVER that it is agreed and understood that the Vendor or any such agent or representative shall be at his own risk and the Purchaser shall not be liable for any loss, damage or injury incurred by such persons arising from their inspection of the Property, except those caused by the gross negligence or willful misconduct of the Purchaser, its agents, employees and directors; (h) prior to the Completion Date, the Purchaser shall allow the Vendor access at all times to all maps, reports, assay results and other technical data prepared or obtained by the Purchaser in connection with its operations on the Property; and (i) prior to the Completion Date, the Purchaser shall, during times when technical data are being produced, provide the Vendor with copies of all technical data generated, together with location maps, sampling plans and other information sufficient to enable the reader to interpret the said data; such reports shall be delivered to the Vendor within 10 days of the end of each quarter in which they are produced and shall provide the Vendor with copies of any and all documents filed by the Purchaser to record assessment work on the Property prior to the Completion Date; (j) prior to the Completion Date the Purchaser will obtain and maintain during any period in which active work is carried out hereunder, not less than the following: (i) employer's liability insurance covering each employee engaged in the operations hereunder to the extent of $1,000,000 where such employee is not covered by Worker's Compensation; (ii) comprehensive general liability insurance in such forms as may be customarily carried by a prudent operator for similar operations with a bodily injury, death and property damage limit of $2,000,000 inclusive; (iii) aircraft liability insurance covering all aircraft, owned and non-owned, operated and/or licensed by the Purchaser, with a bodily injury, death and property damage limit of $2,000,000 inclusive; and will forward to the Vendor if requested the Purchaser's certificate of insurance for such amounts and will give the Vendor advance written notice of any reduction or termination of such coverage; and (k) Medallion shall assign its entire right, title and interest in and to the Property and this agreement to Yukon Gold pursuant to an assignment and assumption agreement, in form and substance satisfactory to the Vendor acting reasonably, and shall forward a draft of such agreement to the Vendor for its comments prior to such agreement being executed by Medallion and Yukon Gold. Upon such assignment, Yukon Gold shall assume all of the rights, duties and liabilities of the Purchaser hereunder. Yukon Gold may elect to record title to the Property in the name of Yukon Gold Corp., and Ontario Corporation which is the wholly-owned subsidiary of Yukon Gold, and in such event, Yukon Gold Corp. shall be a party to the assignment agreement. 10. DEFAULT AND TERMINATION 10.01 If the Purchaser fails to make any cash payment or share delivery to the Vendor pursuant to paragraphs 1.01 or 2.01 hereof on or before the last date set out therein, the Vendor may terminate this agreement but only if: (a) it shall first have given to the Purchaser a notice of the default containing particulars of the cash payment or share delivery which the Purchaser has not fulfilled; and (b) the Purchaser has not, within 15 days following delivery of such notice of default, cured such default by appropriate payment or share delivery. Should the Purchaser fail to comply with the provisions of this sub-paragraph 10.01(b), the Vendor may thereafter terminate this agreement by notice to the Purchaser. 10.02 If the Purchaser fails to perform any covenant made by it hereunder, the Vendor may terminate this agreement but only if: (a) it shall first have given to the Purchaser a notice of the default containing particulars of the covenant which the Purchaser has not fulfilled; and (b) the Purchaser has not, within 15 days following delivery of such notice of default, cured such default or commenced proceedings to cure such default by appropriate performance (the Purchaser hereby agreeing that should it so commence to cure any default it will prosecute the same to completion without undue delay.) Should the Purchaser fail to comply with the provisions of this sub-paragraph 10.02(b), the Vendor may thereafter terminate this agreement by notice to the Purchaser. 10.03 This agreement shall terminate if the Purchaser makes an assignment for the benefit of its creditors, is declared bankrupt, makes a proposal or otherwise takes advantage of provisions for relief under the Bankruptcy Act or similar legislation in any jurisdiction, or makes an authorized assignment. 10.04 In the event of termination of this agreement prior to the Completion Date, the Purchaser shall irrevocably assign to the Vendor all right, title and interest in and to the Property, free and clear of all charges, liens and encumbrances other than those in effect on the Closing Date. The Purchaser hereby appoints the Vendor as its attorney at law with full power and authority to execute all such documents as may be required to transfer to the Vendor a 100% recorded and beneficial interest in and to the Property 10.05. Upon termination of this agreement the Purchaser shall: (a) have completed and recorded sufficient assessment work on the Property to maintain the Property in good standing for a period of at least two years from the date of termination; (b) have satisfied all applicable laws, regulations and policies relating to reclamation of the Property and shall leave the Property in a safe and environmentally acceptable condition; and (c) turn over to the Vendor originals of all maps, reports, assay results and other data and documentation in its possession in connection with its operations on the Property. 10.06 Upon the termination of this agreement, the Purchaser forfeits any and all interest in the Property hereunder and shall cease to be liable to the Vendor in debt, damages or otherwise save for the performance of those of its obligations in existence on the date of termination. 10.07 Upon termination of this agreement, the Purchaser shall vacate the Property within a reasonable time after such termination, but shall have the right of access to the Property for a period of six months thereafter, upon giving the Vendor prior written notice and at the Purchaser's sole risk, for the purpose of removing its chattels, machinery, equipment and fixtures therefrom, and for the purpose of fulfilling its obligations pursuant to subparagraph 10.04(b) hereof. None of the Purchaser's chattels, machinery, equipment, fixtures and supplies shall be left on the Property except with the express prior written consent of the Vendor. 11. INDEPENDENT ACTIVITIES 11.01 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have an obligation to any other party as to: (a) any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside of the Property at any time; and (b) the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill, smelter or refinery treats ores or concentrates from the Property. 12. CONFIDENTIALITY OF INFORMATION 12.01 The parties hereto shall, subject to the exceptions set out hereinafter, treat all data, reports, records and other information relating to this agreement and the Property as confidential. While this agreement is in effect, no party hereto shall, without the express written consent of the other, disclose to any third party any information concerning the results of the operations hereunder nor issue any press releases concerning this agreement or its exploration operations except where such disclosure is mandatory under the law or is deemed necessary by the disclosing party's counsel for the satisfaction by the disclosing party of its obligations to applicable securities regulatory bodies, and the disclosing party has, prior to the public disclosure, given the non-disclosing parties a draft copy of the disclosure. 13. ASSIGNMENT 13.01 In addition to the assignment from Medallion to Yukon Gold contemplated in subparagraph 9.01(l) of this agreement (and in respect of which the Vendor hereby gives its consent), any party may at any time dispose of all or any part of its interest in the Property and in this agreement to any third party (the "Assignee") provided that the Assignee shall, prior to and as a condition precedent to such disposition, deliver to the non-assigning party its covenant with and to the non-assigning party that: (a) to the extent of the disposition, the Assignee agrees to be bound by the terms and conditions of this agreement as if it had been an original party hereto; and (b) it will subject any further disposition of the interest acquired to the restrictions contained in this paragraph; and further provided that the non-assigning party must give its prior written consent to the assignment, such consent not to be unreasonably withheld. 14. UNAVOIDABLE DELAYS 14.01 If any party should be delayed in or prevented from performing any of the terms, covenants or conditions of this agreement (but expressly excluding payment of cash or issuance of shares to the Vendor under paragraphs 1.01 and 4.01 hereof) by reason of a cause (excluding lack of funds) beyond the control of such party, including fires, floods, earthquakes, subsidence, ground collapse or landslides, interruptions or delays in transportation or power supplies, strikes, lockouts, wars, acts of God, government regulation or interference, including but without restricting the generality of the foregoing, forest or highway closures or any other cause beyond such party's control, then any such failure on the part of such party to so perform shall not be deemed to be a breach of this agreement and the time within which such party is obliged to comply with any such term, covenant or condition of this agreement shall be extended by the total period of all such delays. In order that the provisions of this article may become operative, such party shall give notice in writing to the other party, forthwith and for each new cause of delay or prevention and shall set out in such notice particulars of the cause thereof and the day upon which the same arose, and shall give like notice forthwith following the date that such cause ceased to subsist. 15. ARBITRATION 15.01 If there is any disagreement, dispute or controversy (hereinafter collectively called a "Dispute") between the parties with respect to any matter arising under this agreement or the construction hereof, then the Dispute shall be determined by arbitration in accordance with the following procedures: (a) the parties to the Dispute shall appoint a single mutually acceptable arbitrator. If the parties cannot agree upon a single arbitrator, then the party on the side of the Dispute shall name an arbitrator, and give notice thereof to the party on the other side of the Dispute; (b) the party on the other side of the Dispute shall within 14 days of the receipt of notice, name an arbitrator; and (c) the two arbitrators so named shall, within seven days of the naming of the later of them, name a third arbitrator. If the party on either side of the Dispute shall fail to name its arbitrator within the allotted time, then the arbitrator named may make a determination of the Dispute. Except as expressly provided in this paragraph, the arbitration shall be conducted in accordance with the Commercial Arbitration Act (British Columbia) and the arbitration shall be held in Vancouver, British Columbia, Canada. The decision of the arbitrator or the majority of the arbitrators shall be made within 30 days following the naming of the latest of them and shall be conclusive and binding upon the parties. The costs of arbitration shall be borne equally by the parties to the dispute unless otherwise determined by the arbitrator(s) in the award. 16. NOTICES 16.01 Any notice, election, consent or other writing required or permitted to be given hereunder shall be deemed to be sufficiently given if delivered or if mailed by registered air mail or by telegram or fax, addressed as follows: In the case of the Vendor: Atna Resources Ltd. #510 - 510 Burrard Street Vancouver, B.C. V6C 3A8 Fax: (604) 684-8887 Attention: David Watkins with a copy to: VECTOR CORPORATE FINANCE LAWYERS Barristers & Solicitors 1040 - 999 West Hastings Street Vancouver, B.C. V6C 2W2F Fax: (604) 683-2643 Attention: Graham H. Scott In the case of the Purchaser: Medallion Capital Corp. 408 - 347 Bay Street Toronto, ON M5H 2R7 Fax: (416) 865-1250 Attention: Stafford Kelley and any such notice given as aforesaid shall be deemed to have been given to the parties hereto if delivered, when delivered, or if mailed, on the tenth business day following the date of mailing, or, if telegraphed or faxed, on the next succeeding day following the telegraphing or faxing thereof PROVIDED HOWEVER that during the period of any postal interruption in either the country of mailing or the country of delivery, any notice given hereunder by mail shall be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purpose of this paragraph. 17. GENERAL TERMS AND CONDITIONS 17.01 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this agreement. 17.02 This agreement shall represent the entire understanding between the parties with respect to the Property, and expressly supersedes the letter agreement between the Vendor and Medallion dated August 26, 2004. No representations or inducements have been made save as herein set forth. No changes, alterations, or modifications of this agreement shall be binding upon either party until and unless a memorandum in writing to such effect shall have been signed by all parties hereto. 17.03 The titles to the articles to this agreement shall not be deemed to form part of this agreement but shall be regarded as having been used for convenience of reference only. 17.04 The schedules to this agreement shall be construed with and as an integral part of this agreement to the same extent as if they were set forth verbatim herein. 17.05 All reference to dollar amounts contained in this agreement are references to Canadian funds. 17.07 This agreement shall be governed by and interpreted in accordance with the laws in effect in British Columbia, and the parties hereto attorn to the courts of British Columbia for the resolution of any disputes arising out of this agreement. 17.08 This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 17.09 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents. 17.10 Time shall be of the essence of this agreement. IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the day and year first above written. The COMMON SEAL of ATNA RESOURCES LTD. was hereunto ) affixed in the presence of: ) ) ) ) c/s ) ) ) ) The COMMON SEAL of MEDALLION CAPITAL CORP was hereunto ) affixed in the presence of: ) ) ) ) c/s ) ) ) ) This is page 3 of that certain agreement dated November 25, 2004, between Atna Resources Ltd. of the first part and Medallion Capital Corp., of the second part. SCHEDULE "A" TO THAT CERTAIN AGREEMENT MADE AS OF THE 25th DAY OF NOVEMBER, 2004 BETWEEN ATNA RESOURCES LTD. OF THE FIRST PART AND MEDALLION CAPITAL CORP. OF THE SECOND PART -------------------------------------------------------------------------------- THE "PROPERTY" MINING DISTRICT: Mayo AREA: Mayo, Yukon Territory ------------------------------------------------------------------------------- Claim # Claim Name Expiry Date NTS Map ------------------------------------------------------------------------------- YA76768 Tudl 01 9/14/2007 106D/01 YA76769 Tudl 02 9/14/2007 106D/01 YA76770 Tudl 03 9/14/2007 106D/01 YA76771 Tudl 04 9/14/2007 106D/01 YA76772 Tudl 05 9/14/2007 106D/01 YA76773 Tudl 06 9/14/2007 106D/01 YA76774 Tudl 07 9/14/2007 106D/01 YA76775 Tudl 08 9/14/2007 106D/01 YA76776 Tudl 09 9/14/2007 106D/01 YA76777 Tudl 10 9/14/2007 106D/01 YA76778 Tudl 11 9/14/2007 106D/01 YA76779 Tudl 12 9/14/2007 106D/01 YA76780 Tudl 13 9/14/2007 106D/01 YA76781 Tudl 14 9/14/2007 106D/01 YA76782 Tudl 15 9/14/2007 106D/01 YA76783 Tudl 16 9/14/2007 106D/01 YA76784 Tudl 17 9/14/2007 106D/01 YA76785 Tudl 18 9/14/2007 106D/01 YA76786 Tudl 19 9/14/2007 106D/01 YA76787 Tudl 20 9/14/2007 106D/01 YA76788 Tudl 21 9/14/2007 106D/01 YA76789 Tudl 22 9/14/2007 106D/01 YA76790 Tudl 23 9/14/2007 106D/01 YA76791 Tudl 24 9/14/2007 106D/01 YA76792 Tudl 25 9/14/2007 106D/01 YA76793 Tudl 26 9/14/2007 106D/01 YA76794 Tudl 27 9/14/2007 106D/01 YA76795 Tudl 28 9/14/2007 106D/01 YA76796 Tudl 29 9/14/2007 106D/01 YA76797 Tudl 30 9/14/2007 106D/01 YA76798 Tudl 31 9/14/2007 106D/01 YA76799 Tudl 32 9/14/2007 106D/01 YB02385 Marg 001 9/14/2006 106D/01 YB02386 Marg 002 9/14/2006 106D/01 YB02387 Marg 003 9/14/2006 106D/01 YB02388 Marg 004 9/14/2006 106D/01 YB02389 Marg 005 9/14/2006 106D/01 YB02390 Marg 006 9/14/2006 106D/01 YB02391 Marg 007 9/14/2006 106D/01 YB02392 Marg 008 9/14/2006 106D/01 YB02393 Marg 009 9/14/2006 106D/01 YB02394 Marg 010 9/14/2006 106D/01 YB02395 Marg 011 9/14/2006 106D/01 YB02396 Marg 012 9/14/2006 106D/01 YB02397 Marg 013 9/14/2006 106D/01 YB02398 Marg 014 9/14/2006 106D/01 YB02399 Marg 015 9/14/2006 106D/01 YB02400 Marg 016 9/14/2006 106D/01 YB02401 Marg 017 9/14/2006 106D/02 YB02402 Marg 018 9/14/2006 106D/02 YB02403 Marg 019 9/14/2006 106D/02 YB02404 Marg 020 9/14/2006 106D/02 YB02405 Marg 021 9/14/2006 106D/02 YB02406 Marg 022 9/14/2006 106D/02 YB02407 Marg 023 9/14/2006 106D/01 YB02408 Marg 024 9/14/2006 106D/01 YB02409 Marg 025 9/14/2006 105M/16 YB02410 Marg 026 9/14/2006 105M/16 YB02411 Marg 027 9/14/2006 105M/16 YB02412 Marg 028 9/14/2006 105M/16 YB02413 Marg 029 9/14/2006 105M/16 YB02414 Marg 030 9/14/2006 105M/16 YB02415 Marg 031 9/14/2006 105M/16 YB02416 Marg 032 9/14/2006 105M/16 YB02417 Marg 033 9/14/2006 105M/16 YB02418 Marg 034 9/14/2006 105M/16 YB02419 Marg 035 9/14/2006 105M/16 YB02420 Marg 036 9/14/2006 105M/16 YB02421 Marg 037 9/14/2006 105M/16 YB02422 Marg 038 9/14/2006 105M/16 YB02423 Marg 039 9/14/2006 105M/16 YB02424 Marg 040 9/14/2006 105M/16 YB02425 Marg 041 9/14/2006 105M/16 YB02426 Marg 042 9/14/2006 105M/16 YB02427 Marg 043 9/14/2006 105M/15 YB02428 Marg 044 9/14/2006 105M/15 YB02429 Marg 045 9/14/2006 105M/15 YB02430 Marg 046 9/14/2006 105M/15 YB02431 Marg 047 9/14/2006 105M/16 YB02432 Marg 048 9/14/2006 105M/16 YB02433 Marg 049 9/14/2006 105M/16 YB02434 Marg 050 9/14/2006 105M/16 YB02435 Marg 051 9/14/2006 105M/16 YB02436 Marg 052 9/14/2006 105M/16 YB02437 Marg 053 9/14/2006 105M/16 YB02438 Marg 054 9/14/2006 105M/16 YB02439 Marg 055 9/14/2006 105M/15 YB02440 Marg 056 9/14/2006 105M/15 YB02441 Marg 057 9/14/2006 105M/15 YB02442 Marg 058 9/14/2006 ???? YB02443 Marg 059 9/14/2006 106D/02 YB02444 Marg 060 9/14/2006 106D/02 YB02445 Marg 061 9/14/2006 106D/02 YB02446 Marg 062 9/14/2006 106D/02 YB02447 Marg 063 9/14/2006 106D/02 YB02448 Marg 064 9/14/2006 106D/02 YB02449 Marg 065 9/14/2006 106D/02 YB02450 Marg 066 9/14/2006 106D/02 YB02451 Marg 067 9/14/2006 106D/02 YB02452 Marg 068 9/14/2006 106D/02 YB02453 Marg 069 9/14/2006 106D/02 YB02454 Marg 070 9/14/2006 106D/02 YB02455 Marg 071 9/14/2006 106D/02 YB02456 Marg 072 9/14/2006 106D/02 YB02457 Marg 073 9/14/2006 106D/02 YB02458 Marg 074 9/14/2006 106D/02 YB02459 Marg 075 9/14/2006 106D/02 YB02460 Marg 076 9/14/2006 106D/02 YB02461 Marg 077 9/14/2006 106D/02 YB02462 Marg 078 9/14/2006 106D/02 YB02463 Marg 079 9/14/2006 106D/02 YB02464 Marg 080 9/14/2006 106D/02 YB02465 Marg 081 9/14/2006 106D/02 YB02466 Marg 082 9/14/2006 106D/02 YB02467 Marg 083 9/14/2006 106D/02 YB02468 Marg 084 9/14/2006 106D/02 YB02469 Marg 085 9/14/2006 106D/02 YB02470 Marg 086 9/14/2006 106D/02 YB02471 Marg 087 9/14/2006 106D/02 YB02472 Marg 088 9/14/2006 106D/02 YB02473 Marg 089 9/14/2006 106D/02 YB02474 Marg 090 9/14/2006 106D/02 YB02475 Marg 091 9/14/2006 106D/02 YB02476 Marg 092 9/14/2006 106D/02 YB02477 Marg 093 9/14/2006 106D/02 YB02478 Marg 094 9/14/2006 106D/02 YB02479 Marg 095 9/14/2006 106D/02 YB02480 Marg 096 9/14/2006 106D/02 YB02481 Marg 097 9/14/2006 106D/02 YB02482 Marg 098 9/14/2006 106D/02 YB02483 Marg 099 9/14/2006 105M/15 YB02484 Marg 100 9/14/2006 105M/15 YB02485 Marg 101 9/14/2006 105M/15 YB02486 Marg 102 9/14/2006 105M/15 YB02487 Marg 103 9/14/2006 105M/15 YB02488 Marg 104 9/14/2006 105M/15 YB02489 Marg 105 9/14/2006 105M/15 YB02490 Marg 106 9/14/2006 105M/15 YB02491 Marg 107 9/14/2006 105M/15 YB02492 Marg 108 9/14/2006 105M/15 YB02493 Marg 109 9/14/2006 105M/15 YB02494 Marg 110 9/14/2006 105M/15 YB02495 Marg 111 9/14/2006 105M/15 YB02496 Marg 112 9/14/2006 105M/15 YB02497 Marg 113 9/14/2006 105M/15 YB02498 Marg 114 9/14/2006 105M/15 YB02499 Marg 115 9/14/2006 105M/15 YB02500 Marg 116 9/14/2006 105M/15 YB02501 Marg 117 9/14/2005 105M/15 YB02502 Marg 118 9/14/2005 105M/15 YB02503 Marg 119 9/14/2005 105M/15 YB02504 Marg 120 9/14/2005 105M/15 YB02505 Marg 121 9/14/2005 105M/15 YB02506 Marg 122 9/14/2005 105M/15 YB02507 Marg 123 9/14/2005 105M/15 YB02508 Marg 124 9/14/2005 105M/15 YB02509 Marg 125 9/14/2005 105M/15 YB02510 Marg 126 9/14/2005 105M/15 YB02511 Marg 127 9/14/2005 105M/15 YB02512 Marg 128 9/14/2005 105M/15 YB02513 Marg 129 9/14/2005 105M/15 YB02514 Marg 130 9/14/2005 105M/15 YB02515 Marg 131 9/14/2005 105M/15 YB02516 Marg 132 9/14/2005 105M/15 YB02517 Marg 133 9/14/2005 105M/15 YB02518 Marg 134 9/14/2005 105M/15 YB02519 Marg 135 9/14/2005 105M/15 YB02520 Marg 136 9/14/2005 105M/15 YB02521 Marg 137 9/14/2005 105M/15 YB02522 Marg 138 9/14/2005 105M/15 YB02523 Marg 139 9/14/2005 105M/15 YB02524 Marg 140 9/14/2005 105M/15 YB02525 Marg 141 9/14/2005 105M/15 YB02526 Marg 142 9/14/2005 105M/15 YB02527 Marg 143 9/14/2005 105M/15 YB02528 Marg 144 9/14/2005 105M/15 YB02580 Marg 145 9/14/2006 105M/16 YB02581 Marg 146 9/14/2006 105M/16 YB02582 Marg 147 9/14/2006 105M/16 YB02583 Marg 148 9/14/2006 105M/16 YB02584 Marg 149 9/14/2006 105M/16 YB02585 Marg 150 9/14/2006 105M/16 YB02586 Marg 151 9/14/2006 105M/16 YB02587 Marg 152 9/14/2006 105M/16 YB02588 Marg 153 9/14/2006 105M/16 YB02589 Marg 154 9/14/2006 105M/16 YB02590 Marg 155 9/14/2006 105M/16 YB02591 Marg 156 9/14/2006 105M/16 YB02592 Marg 157 9/14/2006 105M/16 YB02593 Marg 158 9/14/2006 105M/16 YB02594 Marg 159 9/14/2005 105M/15 YB02595 Marg 160 9/14/2005 105M/15 YB02596 Marg 161 9/14/2005 105M/15 YB02597 Marg 162 9/14/2005 105M/15 YB02598 Marg 163 9/14/2005 105M/15 YB02599 Marg 164 9/14/2005 105M/15 YB02600 Marg 165 9/14/2005 105M/15 YB02601 Marg 166 9/14/2005 105M/15 YB02602 Marg 167 9/14/2005 105M/15 YB02603 Marg 168 9/14/2005 105M/15 YB02604 Marg 169 9/14/2005 105M/15 YB02605 Marg 170 9/14/2005 105M/15 YB02606 Marg 171 9/14/2005 105M/15 YB02607 Marg 172 9/14/2005 105M/15 YB02608 Marg 173 9/14/2005 105M/15 YB02609 Marg 174 9/14/2005 105M/15 YB02610 Marg 175 9/14/2005 105M/15 YB02611 Marg 176 9/14/2005 105M/15 YB02612 Marg 177 9/14/2005 105M/15 YB02613 Marg 178 9/14/2005 105M/15 YB02944 Marg 179 9/14/2005 105M/16 YB02945 Marg 180 9/14/2005 105M/16 YB02946 Marg 181 9/14/2005 105M/16 YB02947 Marg 182 9/14/2005 105M/16 YB02948 Marg 183 9/14/2005 105M/16 YB02949 Marg 184 9/14/2005 105M/16 YB02950 Marg 185 9/14/2005 105M/16 YB02951 Marg 186 9/14/2005 105M/16 YB02952 Marg 187 9/14/2005 105M/16 YB02953 Marg 188 9/14/2005 105M/16 YB02954 Marg 189 9/14/2005 105M/16 YB02955 Marg 190 9/14/2005 105M/16 YB03107 Marg 191 1/14/2008 106D/01 YB03108 Marg 192 1/14/2008 106D/01 YB03109 Marg 193 1/14/2008 106D/01 YB03110 Marg 194 1/14/2008 106D/01 YB03111 Marg 195 1/14/2008 106D/01 YB03112 Marg 196 1/14/2008 106D/01 YB03113 Marg 197 1/14/2008 106D/01 YB03114 Marg 198 1/14/2008 106D/01 YB03115 Marg 199 1/14/2008 106D/01 YB03116 Marg 200 1/14/2008 106D/01 YB03117 Marg 201 1/14/2008 106D/01 YB03118 Marg 202 1/14/2008 106D/01 YB03119 Marg 203 1/14/2008 106D/01 YB03120 Marg 204 1/14/2008 106D/01 YB03121 Marg 205 1/14/2008 106D/01 YB03122 Marg 206 1/14/2008 106D/01 YB03123 Marg 207 1/14/2008 106D/01 YB03124 Marg 208 1/14/2008 106D/01 YB03125 Marg 209 1/14/2008 106D/01 YB03126 Marg 210 1/14/2008 106D/01 YB03127 Marg 211 1/14/2008 106D/01 YB03128 Marg 212 1/14/2008 106D/01 YB03129 Marg 213 1/14/2008 106D/01 YB03130 Marg 214 1/14/2008 106D/01 YB03131 Marg 215 1/14/2008 106D/01 YB03132 Marg 216 1/14/2008 106D/01 YB03133 Marg 217 1/14/2008 106D/01 YB03134 Marg 218 1/14/2008 106D/01 YB03135 Marg 219 1/14/2008 106D/01 YB03136 Marg 220 1/14/2008 106D/01 YB03137 Marg 221 1/14/2008 106D/01 YB03138 Marg 222 1/14/2008 106D/01 YB03139 Marg 223 1/14/2008 106D/01 YB03140 Marg 224 1/14/2008 106D/01 YB03141 Marg 225 1/14/2008 106D/01 YB03142 Marg 226 1/14/2008 106D/01 YB03143 Marg 227 1/14/2008 106D/01 YB03144 Marg 228 1/14/2008 106D/01 YB03145 Marg 229 1/14/2008 106D/01 YB03146 Marg 230 1/14/2008 106D/01 YB03147 Marg 231 1/14/2008 106D/01 YB03148 Marg 232 1/14/2008 106D/01 YB03149 Marg 233 1/14/2008 106D/01 YB03150 Marg 234 1/14/2008 106D/01 YB03151 Marg 235 1/14/2008 106D/01 YB03152 Marg 236 1/14/2008 106D/01 YB03153 Marg 237 1/14/2008 106D/01 YB03154 Marg 238 1/14/2008 106D/01 YB03155 Marg 239 1/14/2008 106D/01 YB03156 Marg 240 1/14/2008 106D/01 YB03157 Marg 241 1/14/2008 106D/01 YB03158 Marg 242 1/14/2008 106D/01 YB03159 Marg 243 1/14/2008 106D/01 YB03160 Marg 244 1/14/2008 106D/01 YB03161 Marg 245 1/14/2008 106D/01 YB03162 Marg 246 1/14/2008 106D/01 YB03163 Marg 247 1/14/2008 106D/01 YB03164 Marg 248 1/14/2008 106D/01 YB03165 Marg 249 1/14/2008 106D/01 YB03166 Marg 250 1/14/2008 106D/01 YB03167 Marg 251 1/14/2008 106D/01 YB03168 Marg 252 1/14/2008 106D/01 YB03169 Marg 253 1/14/2008 106D/01 YB03170 Marg 254 1/14/2008 106D/01 YB03171 Marg 255 1/14/2008 106D/01 YB03172 Marg 256 1/14/2008 106D/01 YB03173 Marg 257 1/14/2008 106D/01 YB03174 Marg 258 1/14/2008 106D/01 YB03175 Marg 259 1/14/2008 106D/01 YB03176 Marg 260 1/14/2008 106D/01 YB03177 Marg 261 1/14/2008 106D/01 YB03178 Marg 262 1/14/2008 106D/01 YB03179 Marg 263 1/14/2008 106D/01 YB03180 Marg 264 1/14/2008 106D/01 YB03181 Marg 265 1/14/2008 106D/01 YB03182 Marg 266 1/14/2008 106D/01 YB03183 Marg 267 1/14/2008 106D/01 YB03184 Marg 268 1/14/2008 106D/01 YB03185 Marg 269 1/14/2008 106D/01 YB03186 Marg 270 1/14/2008 106D/01 YB03187 Marg 271 1/14/2008 106D/01 YB03188 Marg 272 1/14/2008 106D/01 YB03189 Marg 273 1/14/2008 106D/01 YB03190 Marg 274 1/14/2008 106D/01 YB03191 Marg 275 1/14/2008 106D/01 YB03192 Marg 276 1/14/2008 106D/01 YB03193 Marg 277 1/14/2008 106D/01 YB03194 Marg 278 1/14/2008 106D/01 YB03195 Marg 279 1/14/2008 106D/01 YB03196 Marg 280 1/14/2008 106D/01 YB03197 Marg 281 1/14/2008 106D/01 YB03198 Marg 282 1/14/2008 106D/01 YB03199 Marg 283 1/14/2008 106D/01 YB03200 Marg 284 1/14/2008 106D/01 YB03201 Marg 285 1/14/2008 106D/01 YB03202 Marg 286 1/14/2008 106D/01 YB03203 Marg 287 1/14/2008 106D/01 YB03204 Marg 288 1/14/2008 106D/01 YB03205 Marg 289 1/14/2008 106D/01 YB03206 Marg 290 1/14/2008 106D/01 YB03606 Marg 291 1/14/2006 105M/16 YB03607 Marg 292 1/14/2006 105M/16 YB03608 Marg 293 1/14/2006 105M/16 YB03609 Marg 294 1/14/2006 105M/16 YB03610 Marg 295 1/14/2006 105M/16 YB03611 Marg 296 1/14/2006 105M/16 YB03612 Marg 297 1/14/2006 105M/16 YB03613 Marg 298 1/14/2006 105M/16 YB03614 Marg 299 1/14/2006 105M/16 YB03615 Marg 300 1/14/2006 105M/16 YB03616 Marg 301 1/14/2006 105M/16 YB03617 Marg 302 1/14/2006 105M/16 YB03618 Marg 303 1/14/2006 105M/16 YB03619 Marg 304 1/14/2006 105M/16 YB03620 Marg 305 1/14/2006 105M/16 YB03621 Marg 306 1/14/2006 105M/16 YB03622 Marg 307 1/14/2006 105M/16 YB03623 Marg 308 1/14/2006 105M/16 YB03624 Marg 309 1/14/2006 105M/16 YB03625 Marg 310 1/14/2006 105M/16 YB03626 Marg 311 1/14/2006 105M/16 YB03627 Marg 312 1/14/2006 105M/16 YB03628 Marg 313 1/14/2006 105M/16 YB03629 Marg 314 1/14/2006 105M/16 YB03630 Marg 315 1/14/2006 105M/16 YB03631 Marg 316 1/14/2006 105M/16 YB03632 Marg 317 1/14/2006 105M/16 YB03633 Marg 318 1/14/2006 105M/16 YB03634 Marg 319 1/14/2006 105M/16 YB03635 Marg 320 1/14/2006 105M/16 YB03636 Marg 321 1/14/2006 105M/16 YB03637 Marg 322 1/14/2006 105M/16 YB03638 Marg 323 1/14/2006 105M/16 YB03639 Marg 324 1/14/2006 105M/16 YB03640 Marg 325 1/14/2006 105M/16 YB03641 Marg 326 1/14/2006 105M/16 YB03642 Marg 327 1/14/2006 105M/16 YB03643 Marg 328 1/14/2006 105M/16 YB03644 Marg 329 1/14/2006 105M/16 YB03645 Marg 330 1/14/2006 105M/16 YB03646 Marg 331 1/14/2006 105M/16 YB03647 Marg 332 1/14/2006 105M/16 YB03648 Marg 333 1/14/2006 105M/16 YB03649 Marg 334 1/14/2006 105M/16 YB03650 Marg 335 1/14/2006 105M/16 YB03651 Marg 336 1/14/2006 105M/16 YB03652 Marg 337 1/14/2006 105M/16 YB03653 Marg 338 1/14/2006 105M/16 YB03654 Marg 339 1/14/2006 105M/16 YB03655 Marg 340 1/14/2006 105M/16 YB03656 Marg 341 1/14/2006 105M/16 YB03657 Marg 342 1/14/2006 105M/16 YB03658 Marg 343 1/14/2006 105M/16 YB03659 Marg 344 1/14/2006 105M/16 YB03660 Marg 345 1/14/2006 105M/16 YB03661 Marg 346 1/14/2006 105M/16 YB03662 Marg 347 1/14/2006 105M/16 YB03663 Marg 348 1/14/2006 105M/16 YB03664 Marg 349 1/14/2006 105M/16 YB03665 Marg 350 1/14/2006 105M/16 YB03666 Marg 351 1/14/2006 105M/16 YB03667 Marg 352 1/14/2006 105M/16 YB03668 Marg 353 1/14/2006 105M/16 YB03669 Marg 354 1/14/2006 105M/16 YB03670 Marg 355 1/14/2006 105M/16 YB03671 Marg 356 1/14/2006 105M/16 YB03672 Marg 357 1/14/2006 105M/16 YB03673 Marg 358 1/14/2006 105M/16 YB03674 Marg 359 1/14/2006 105M/16 YB03675 Marg 360 1/14/2006 105M/16 YB03676 Marg 361 1/14/2006 105M/16 YB03677 Marg 362 1/14/2006 105M/16 YB03678 Marg 363 1/14/2006 105M/16 YB03679 Marg 364 1/14/2006 105M/16 YB03680 Marg 365 1/14/2006 105M/16 YB03681 Marg 366 1/14/2006 105M/16 YB03682 Marg 367 1/14/2006 105M/16 YB03683 Marg 368 1/14/2006 105M/16 YB03684 Marg 369 1/14/2006 105M/16 YB03685 Marg 370 1/14/2006 105M/16 402 claims SCHEDULE "B" Attached to and forming part of the Agreement dated the 25th of November 2004, between Atna Resources Ltd. and Medallion Capital Corp. NET PROFIT INTEREST PAYABLE TO ARCHER CATHRO & ASSOCIATES (1981) LIMITED NET PROFITS 1. The Payer, thirty (30) days after the end of each fiscal year, shall furnish the Payee with a statement setting forth in reasonable detail the calculation of cumulative Net Profits to the end of the preceding fiscal year together with a cheque in Canadian funds in an amount equal to two percent (2%) of one third (1/3) of such Net Profits less all payments previously paid to the Payee in respect of such Net Profits. 2. As used in this Schedule, the following terms shall have the meaning set out opposite each: 2.1 An "Associated Corporation" of a particular member means: (a) a corporation which controls that member through the direct or indirect ownership of more than fifty percent (50%) of its issued voting shares; or (b) a corporation which that member controls through direct or indirect ownership of more than fifty percent (50%) of its issued voting shares. Provided that Chevron Standard Limited will be deemed to be an Associated Corporation of Chevron; and further provided that only CRA Limited and companies controlled by it through the direct or indirect ownership of more that fifty percent (50%) of their issued voting shares will be considered to be Associated Corporations of Enterprise. 2.2 "Capital Costs" means all costs, shown as such on Payer's records paid by Payer in the exploration, development and bringing into production of the Claims. 2.3 "Claims" means the Claim described in Schedule A of this Agreement to which this Schedule is attached. 2.4 "Disbursements" means Payer's and its predecessor's share of all Capital Costs and Production Costs paid with respect to the exploration, development, bringing into production and operation of the Claims and shall also include the Payer's Working Capital. Such costs, which may have been paid prior to or subsequent to the date of commencement of production shall, without limiting the generality of the foregoing, include: (i) Taxes and royalties (other than taxes and royalties based on income). (ii) All labour directly and exclusively assigned to the project including related employee benefits (non-compulsory benefits not to exceed twenty percent (20%) of such labour costs.). (iii) Travel and moving expenses of on-site personnel charged in (ii) above. (iv) Material and equipment including related transportation costs and including a reasonable inventory of materials and supplies (v) Buildings, structures, machinery, and facilities including the cost of opening or constructing the workings from which mining is to be carried on. (vi) Cost of contract services acquired. (vii) Use of operator's own facilities and equipment provided the rate charged is no higher than commercial rates in the area. (viii) Design costs. (ix) Damage or losses not covered by insurance and not caused by gross negligence of Payer. (x) Insurance premiums. (xi) Legal services. (xii) Communication costs. (xiii) Office, camp, and housing costs solely related to the operation. (xiv) Ecological and environmental costs. (xv) Warehouse handling costs. (xvi) Cost of physical inventory. (xvii) Interest or commitment fees on account of moneys borrowed from commercial or institutional lenders. (xviii) Cost of shipping ores or Products to a refinery or smelter and/or to a purchaser. (xix) Cost of refining and smelting if they are part of an agreement of sale of concentrates, except refining and smelting carried out by an Associated Corporation. (xx) Overhead. (xxi) Cost of acquisition of and retention of the Claims. Disbursements shall not include Net Profit payments to the Payee hereunder depletion, depreciation, amortization, and other similar periodic write-offs. 2.5 "Net Profits" means the amount derived from subtracting the cumulative Disbursements from the cumulative Receipts. As part of the computation of Net Profits, interest calculated as hereinafter described will be added to cumulative Disbursements as at the end of each year. Such interest will be calculated for the entire year on the amount by which the average of the cumulative Disbursements on the last day of each month during the year in question exceeds the average of cumulative Receipts on the last day of each such month. The rate if interest will be the average of the prime lending rates charged by the main branch of the Bank of Montreal in Vancouver on the last day of each such month, plus two (2) percentage points. 2.6 "Overhead" means the cost to Payer or the operator if the Claims on behalf of the Payer of salaries, wages, employee benefits, and all other expenses of employees not covered above plus the cost of operating and maintaining offices not solely related to the operation. Notwithstanding that the actual overhead may be greater or less, overhead shall be calculated as follows: (i) Ten percent (10%) of all Disbursements which are deemed to be Production Costs; plus (ii) Five percent (5%) of all Disbursements which are deemed to be Capital Costs. 2.7 "Payee" means Archer Cathro & Associates (1981) Limited, its successors or assigns. 2.8 "Payer" means the Purchaser or its successors or assigns, which, under the Agreement to which this is attached as Schedule "B", is required to make Net Profit payments to the Payee. 2.9 "Production Costs" means all costs, shown as such on Payer's records, paid by Payer in the operation of the Claims or to mine, mill, concentrate, refine, smelt or otherwise deal with Products, but excludes Capital Costs. 2.10 "Production" means ore mined from the Claims and includes concentrates and metal produced from such ore through milling, concentrating, refining, smelting, or other beneficiation. 2.11 "Receipts" means the amount received by the Payer for production from the Claims determined as follows: (i) If Products are sold to an Associate Corporation or are further processed by an Associate Corporation the amount received shall be the amount agreed upon by the Payer and the Payee as being the value of the Products at the point of sale or delivery for further processing. If the Payer and the Payee fail to so agree, such value shall be determined pursuant to the Arbitration Act of British Columbia by a single arbitrator appointed pursuant to that Act and the decision of such arbitrator shall be final. (ii) If Products are not sold to an Associated Corporation the amount received shall be the actual selling price at the point of sale less costs of selling and marketing (including but not limited to rebates other allowances made or given in connection with such sale). 2.12 "Working Capital" of a Payer means the amount by which that Payer's current assets of the mining operation exceed that Payer's current liabilities thereof, as determined in accordance with generally accepted accounting principles consistently applied. Changes in the level of Working Capital between the last day of the fiscal year and the corresponding day of the just prior fiscal year shall be added to cumulative Disbursements in the case of an increase (or subtracted in the case of a decrease) over the prior level of Working Capital. 3. Payer may remove reasonable quantities of ore from the Claims for the purpose of bulk sampling and other testing. Such quantities shall not be included in the calculation of Net Profits. 4. The Payee, upon written notice to the Payer, shall have the right to audit Payer's accounts and records maintained for the Claims for any fiscal years within the twenty-four (24) month period next following the end of such fiscal year. All statements rendered and all payments made to the Payee shall be conclusively presumed to be true and correct after the said twenty-four (24) months with the exception of those specific statements and accounts Payee takes written exception to and claims adjustment for within the said twenty-four (24) month period. Costs of such audits shall be borne by the Payee and all information obtained shall be held confidential.