Exhibit 10.1

certain information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to PARAMOUNT GOLD NEVADA CORP. if publicly disclosed, AND HAS BEEN MARKED WITH “(***)” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

ROYALTY Agreement

Between

PARAMOUNT GOLD NEVADA CORP.

- and -

SLEEPER MINING COMPANY, LLC

- and -

FRANCO-NEVADA U.S. CORPORATION

April 11, 2019

Table of Contents

1.Definitions1

2.Interpretation.10

3.Royalty11

4.Payment of Cash Consideration14

5.Calculation of Net Smelter Returns15

6.In-Kind Credit of Precious Metals Royalty16

7.Taxes18

8.Reporting Obligations19

9.Records; Audits; Inspections20

10.Maintenance of Existence and Property22

11.Management of Mining Operations23

12.Royalty and Stream Interests25

13.Insurance Matters26

14.Representations and Warranties of the Payee27

15.Representations and Warranties of the Owners27

16.Indemnities27

17.Term27

18.Transfer Rights of the Owners28

19.Transfer Rights of the Payee28

20.Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.28

21.Notices29

22.General Provisions30

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Table of Contents

(continued)

SCHEDULE A – DESCRIPTION OF THE PROPERTY

SCHEDULE B – PERMITTED ENCUMBRANCES

SCHEDULE C – REPRESENTATIONS AND WARRANTIES OF THE PAYEE

SCHEDULE D – REPRESENTATIONS AND WARRANTIES OF THE OWNERS

SCHEDULE E – FORM OF ROYALTY DEED

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ROYALTY AGREEMENT

ROYALTY AGREEMENT dated April 11, 2019.

BETWEEN:

PARAMOUNT GOLD NEVADA CORP., a corporation existing under the laws of the State of Nevada (“Paramount”)

- and -

SLEEPER MINING COMPANY, LLC, a company existing under the laws of the State of Delaware (“Sleeper” and, together with Paramount, the “Owners”)

- and -

FRANCO-NEVADA U.S. CORPORATION, a corporation existing under the laws of the State of Delaware (the “Payee”)

WHEREAS:

(A) The Owners have the right to explore and develop 100% of the Property.

(B) The Owners have agreed to create, grant and convey the Royalty to the Payee on the terms and conditions described herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

For the purposes of this Agreement (including the recitals), unless the context otherwise requires, each of the following terms shall have the meaning given to it, as set out below, and grammatical variations of such term shall have a corresponding meaning:

“Abandonment Property” has the meaning set out in Section 10(e).

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For the purposes of this definition and the definition of “Subsidiary”, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Royalty Agreement and all attached schedules, as such may be amended, restated, modified or superseded from time to time in accordance with the terms hereof.

“Allowable Deductions” has the meaning set out in Section 5(b).

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“Annual Forecast Report” means a written report, in relation to a fiscal year, with respect to the Sleeper Gold Project, including with reasonable detail a forecast, based on the current development or mine plan as applicable, of the quantity of gold, silver and other Minerals expected to be produced during such fiscal year on a month-by-month basis and over the remaining life of the mine on a year-by-year basis, including:

(a) the amount and a description of planned operating and capital expenditures;

(b) types, tons and grade of Minerals to be mined;

(c) types, tons and grade of Minerals to be stockpiled; and

(d) with respect to the processing facilities, the types, tons and grade of Minerals to be processed; expected recoveries for gold, silver and other Minerals; and doré weight and gold and silver grade.

“Annual Operational Report” means a written report in relation to a fiscal year with respect to the Sleeper Gold Project, to be prepared by or on behalf of the Owners, which shall include all of the information pertaining to the construction, commissioning or operations contained in annual reports prepared and provided to the board of directors of any of the Paramount Entities and, to the extent not contained in such reports, will also contain, for such year:

(a) types, tons and grade of Minerals mined;

(b) types, tons and grade of Minerals stockpiled;

(c) with respect to the processing facilities, the types, tons and grade of Minerals processed; recoveries for gold, silver and other Minerals; and doré weight and gold and silver grade;

(d) the number of ounces of Precious Metals and the quantity of other Minerals contained in the material processed during such year, but not delivered to a Payor by the end of such year;

(e) the number of ounces of Precious Metals and the quantity of other Minerals produced and delivered to and paid for by a Payor, and the names and addresses of each such Payor;

(f) the credit/payment to the Payee and/or estimated credit/payment to the Payee with respect to Precious Metals and other Minerals referred to in subsection (c) on account of the Royalty;

(g) a reconciliation between any estimated credit/payment specified in an Annual Operational Report pursuant to subsection (f) for a preceding year and the final credit/payment;

(h) the amount and a description of operating and capital expenditures;

(i) a statement setting out the mineral reserves and mineral resources (by category) prepared in accordance with National Instrument 43-101 (with the assumptions used, including cut-off grade, metal prices and metal recoveries);

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(j) a review of the development or operating activities for the year and a report on any material issues or departures from that contemplated by the development or mine plan, as applicable as of the first day of the fiscal year;

(k) variances from projected operating and capital expenditures and any actual or expected adverse impact on development or production or recovery of Precious Metals and other Minerals, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters;

(l) if applicable, the percentage completion compared to the initial development plan of the major elements of construction and the anticipated date of commencement of commercial production, if it has not yet then occurred; and

(m) details of any material health or safety violations and/or material violations of any Applicable Laws (including Environmental Laws).

“Applicable Law” means any law (including common law and equity), constitution or any federal, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent decree or administrative Order), or Authorization of a Governmental Body in any case applicable to any specified Person, property, transaction or event, or any such Person’s property or assets.

“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.

“Business Day” means any day (other than a Saturday or Sunday) on which banks are open for business in Toronto, Ontario and Humboldt County, Nevada.

“Cash Consideration” means $2,000,000.

“Contaminant” means any solid, liquid, gas, odor, heat, sound, vibration, radiation, or combination of any of them, that does or is reasonably expected to:

(a) impair the quality of the Environment for any use that can be made of it;

(b) injure or damage property or plant or animal life;

(c) adversely affect the health of any individual;

(d) impair the safety of any individual;

(e) render any plant or animal life unfit for use by man; or

(f) create a liability under any Environmental Law;

and includes any “contaminant” within the meaning ascribed to such term in any Environmental Law.

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“Deductions” means any and all refining, treatment and other charges, penalties, insurance, deductions, transportation, settlement, financing, price participation charges and/or other charges, penalties, deductions, set-offs, Taxes and expenses pertaining to and/or in respect of the operation of the Sleeper Gold Project, the Property, the Minerals therefrom and the calculation or determination of the credits/payments on account of the Royalty (or payments in lieu thereof).

“Designated Jurisdiction” means Canada, the United States of America, the United Kingdom or such other location as may be agreed between Paramount and the Payee.

“Disclosure Schedule” means the disclosure schedule delivered on the date hereof by the Owners to the Payee setting forth exceptions to, and disclosures with respect to, the representations and warranties set forth in Section 15 and Schedule D.

“Documents” means collectively this Agreement and the Royalty Deed.

“Effective Date” means the date on which all of the conditions set forth in Section 4(a) have been satisfied.

“Encumbrance” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, security interest, priority or other security agreement, preferential arrangement or encumbrance of any kind or nature whatsoever, including any conditional sale or other title retention agreement or the interest of a lessor under a capital lease or finance obligation (or any similar arrangement) or prior claims or royalties of any nature whatsoever, whether registered or recorded or unregistered or unrecorded.

“Environment” means the ambient air, all layers of the atmosphere, surface water, underground water, all land (surface and underground), all living organisms and the interacting natural systems that include components of air, land, water, organic and inorganic matter and living organisms, and includes indoor and underground spaces.

“Environmental Laws” means any Applicable Law relating to the Environment, occupational or mine health or safety, industrial hygiene, product liability or any past, present or future activity, event or circumstance in respect of any Hazardous Materials (including the use, handling, transportation, production, disposal, discharge or storage thereof or the terms of any Authorization issued in connection therewith) or the environmental conditions on, under or about any real property (including soil, groundwater and indoor, underground and ambient air conditions).

“Existing Royalty” means the royalty created pursuant to the Existing Royalty Agreements.

“Existing Royalty Agreements” means (i) the Royalty Purchase Agreement dated as of June 29, 2007 by and between X-Cal Resources, X-Cal USA, Inc., New Sleeper, Sleeper and the Snyder Syndicate and (ii) the Royalty Deed by and between the same parties in respect of such Royalty Purchase Agreement.

“GAAP” means generally accepted accounting principles for financial reporting for the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

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“Governmental Body” means the government of Canada, the United States of America or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, arbitrator or arbitrators, tribunal, central bank or other entity exercising executive, legislative, judicial or arbitral, taxing, regulatory or administrative powers or functions (including any applicable stock exchange).

“Hazardous Materials” means any pollutant or Contaminant, including any hazardous, dangerous, registrable or toxic chemical, material or other substance within the meaning of any Environmental Law.

“Hedging Activities” means any and all activities by which a Paramount Entity sells or disposes of Minerals by entering into off-take agreements or engaging in any commodity futures trading, options trading, metals trading, or sales or dispositions of Minerals, in each case (i) for the sole purpose of eliminating or reducing exposure to market prices for Precious Metals or other Minerals produced from the Property and (ii) for other than market prices for Precious Metals or other Minerals produced from the Property, or any combination thereof, and any other similar hedging transactions or arrangements.

“LBMA” means the London Bullion Market Association.

“Losses” means any and all damages, claims, losses, lost profits, liabilities, fines, injuries, costs, penalties and expenses (including reasonable legal fees).

“Material Adverse Effect” means any change, event, occurrence, condition, circumstance, effect, fact or development that has, or could reasonably be expected to have, a material and adverse effect on:

(a) the Sleeper Gold Project (including the ability of the Paramount Entities to construct, develop or operate the Sleeper Gold Project substantially in accordance with the development or mine plan, as applicable, for the Sleeper Gold Project in effect at the time of the occurrence of the Material Adverse Effect);

(b) the ability of any Owner to perform its obligations under this Agreement; or

(c) the legality, validity, binding effect or enforceability of this Agreement or the rights and remedies of the Payee under this Agreement.

“Minerals” means any and all metals, minerals and mineral rights of every nature and kind, including metals, precious metals, base metals, gems, diamonds, industrial minerals, commercially valuable rock, aggregate, clays, sands and diatomaceous earth, hydrocarbons, oil, gas, coal and other materials in whatever form or state which are mined, excavated, extracted, recovered in soluble solution or otherwise recovered or produced from the Property.

“Monthly Average COMEX Price” means, for any given calendar month, the monthly average of the daily COMEX settlement price for a given commodity (other than gold or silver) as quoted in United States dollars by COMEX (a division of CME Group, Inc.) for such month, calculated by dividing the sum of all such quotations during such month by the number of such quotations; provided that, if for any reason COMEX is no longer in operation or if the price of such commodity is not calculated on behalf of or confirmed, acknowledged by, or quoted by COMEX, the Monthly Average COMEX Price shall be determined by reference to the price of the commodity determined in the manner endorsed by COMEX, failing which the Monthly Average COMEX Price will be

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determined by reference to the price of the commodity on a commodity exchange mutually acceptable to Paramount and the Payee, acting reasonably.

“Monthly Average Gold Price” means, for any given calendar month, the monthly average of the daily afternoon (PM) per ounce LBMA Gold Price as quoted in United States dollars by LBMA (currently in partnership with ICE Benchmark Administration) for Refined Gold for such month, calculated by dividing the sum of all such quotations during such month by the number of such quotations; provided that, if for any reason the LBMA is no longer in operation or if the price of Refined Gold is not calculated on behalf of or confirmed, acknowledged by, or quoted by the LBMA, the Monthly Average Gold Price shall be determined by reference to the price of Refined Gold determined in the manner endorsed by the LBMA and World Gold Council, failing which the Monthly Average Gold Price will be determined by reference to the price of Refined Gold on a commodity exchange mutually acceptable to Paramount and the Payee, acting reasonably.

“Monthly Average Silver Price” means, for any given calendar month, the monthly average of the daily per ounce LBMA Silver Price as quoted in United States dollars by LBMA (currently in partnership with CME Group and Thomson Reuters) for Refined Silver for such month, calculated by dividing the sum of all such quotations during such month by the number of such quotations; provided that, if for any reason the LBMA is no longer in operation or if the price of Refined Silver is not calculated on behalf of or confirmed, acknowledged by, or quoted by the LBMA, the Monthly Average Silver Price shall be determined in the manner endorsed by the LBMA, failing which the Monthly Average Silver Price will be determined by reference to the price of Refined Silver on a commodity exchange mutually acceptable to Paramount and the Payee, acting reasonably.

“Monthly Production” means the gross number of contained ounces of Precious Metals and the contained quantity of other Minerals in any shipment delivered to and paid for by a Payor during any given calendar month, provided that if delivery and payment are not made in the same calendar month, the Precious Metals and/or other Minerals shall be deemed to be part of Monthly Production in the calendar month in which the later of (i) delivery and (ii) payment or credit occurs.

“National Instrument 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (or any successor instrument, rule or policy).

“Net Smelter Returns” has the meaning set out in Section 5(a).

“New Sleeper” means New Sleeper Gold LLC, a company existing under the laws of the State of Nevada.

“Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.

“Other Rights” means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions or franchises held by the Paramount Entities or required to be obtained from any Person (other than a Governmental Body), for the construction, development and operation of the Sleeper Gold Project, as such construction, development and operation is contemplated by the current or then applicable development or mine plan, as the case may be.

“Owners” means Paramount and Sleeper and their permitted assigns and “Owner” means one of the Owners.

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“Paramount” has the meaning set out on the first page of this Agreement.

“Paramount Entities” means Paramount, Sleeper, New Sleeper and each of their Affiliates from time to time.

“Paramount Securities Documents” has the meaning set out in Schedule D.

“Parties” means the parties to this Agreement and “Party” means any one of the Parties.

“Payee” has the meaning set out on the first page of this Agreement.

“Payor” means any smelter, refiner, processor, purchaser or other recipient of Monthly Production, provided such entity is not a Paramount Entity.

“Permitted Encumbrances” means the Encumbrances set out in Schedule B.

“Person” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.

“Precious Metals” means gold and silver contained in the Minerals.

“Precious Metals Royalty” has the meaning set out in Section 3(c).

“Property” means all right, title and interest of any of the Paramount Entities to:

(a) patented claims, fee title, mineral or mining leases, and unpatented mining and millsite claims and all accessions and successions thereto, whether created privately or through government action, mineral rights and surface rights, whether owned or leased, easements, surface use agreements and any other right, title or interest to use the surface estate, all as more particularly described in Schedule A;

(b) to the extent not included in (a) above, patented claims, fee title, mineral or mining leases, and unpatented mining and millsite claims and all accessions and successions thereto, whether created privately or through government action, mineral rights and surface rights, whether owned or leased, easements, surface use agreements and any other right, title or interest to use the surface estate, in each case situated within a (***) circumambient area from the boundary of the claims, accessions and successions referred to in (a) above;

(c) all water, water rights, ditches and ditch rights, reservoirs and storage rights, wells and groundwater rights (whether tributary or nontributary), permits and other evidence of authority, water shares, water contracts, water allotments, and other rights in and to the use of water of any kind or nature, whether like or unlike the foregoing, decreed or undecreed, appurtenant to or historically used on or in connection with the properties and rights referred to in subparts (a) and (b) above, including the water rights described in Schedule A, and all ditches, headgates, outlet structures, measuring devices, pumps, pipelines, sprinkler systems, and other equipment or devices associated with the historical and beneficial use of or otherwise appurtenant to or used in connection with the water rights, and all easements, rights of way, permissions, licenses or other rights associated with the historical and beneficial use of or otherwise appurtenant to or used in connection with any

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of the water rights or water facilities described herein;

(d) all Minerals, Authorizations and Other Rights, all other property, stockpiles, tailings, buildings, structures, facilities and fixtures used, affixed or situated thereon, Utility Commitments and other rights or assets in each case relating to the interests referred to in (a), (b) and (c) above; and

(e) any of the foregoing subsequently acquired.

“Quarterly Operational Report” means a written report in relation to a calendar quarter with respect to the Sleeper Gold Project, to be prepared by or on behalf of the Owners for each quarter, which shall include all of the information contained in the operating reports prepared and provided to the board of directors of any of the Paramount Entities and, to the extent not contained in such reports, will also contain, for such quarter:

(a) types, tons and grade of Minerals mined;

(b) types, tons and grade of Minerals stockpiled;

(c) with respect to the processing facilities, the types, tons and grade of processed Minerals; recoveries for gold, silver and other Minerals; and doré weight and gold and silver grade;

(d) the number of ounces of Precious Metals and the quantity of other Minerals contained in the material processed during such quarter, but not delivered to a Payor by the end of such quarter;

(e) the number of ounces of Precious Metals and the quantity of other Minerals produced and delivered to a Payor, and the names and addresses of each such Payor;

(f) the credit/payment to the Payee and/or estimated credit/payment to the Payee with respect to Precious Metals and other Minerals referred to in subsection (c) on account of the Royalty;

(g) a reconciliation between any estimated credit/payment specified in a Quarterly Operational Report pursuant to subsection (f) for a preceding calendar quarter and the final credit/payment;

(h) the number of ounces of unsold Precious Metals in inventory, at the Property, and at the refinery;

(i) the amount and a description of operating and capital expenditures;

(j) an exploration update for the previous calendar quarter, including (x) the exploration focus (including details of any exploration targets), (y) the number of meters drilled and the applicable drill results, and (z) the exploration expenditures;

(k) a comparison of the annual forecast production to the annual budgeted production; and

(l) any material changes from the most recent production forecasts provided to the Payee.

“Records” means all of the Paramount Entities’ present and future books, records and data of every kind or nature, including books of account, purchase and sale agreements, invoices, ledger cards,

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bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files, electronically stored data and other data, together with the tapes, disks, diskettes, drives and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of a Paramount Entity with respect to the foregoing maintained with or by any other Person).

“Refined Gold” means marketable metal bearing material in the form of gold bars or coins that is refined by an accredited refiner that is on the LBMA’s Good Delivery List to a minimum 995 parts per 1,000 fine gold and that otherwise meets the LBMA’s Good Delivery Rules.

“Refined Silver” means marketable metal bearing material in the form of silver bars or coins that is refined by an accredited refiner that is on the LBMA’s Good Delivery List to a minimum 999 parts per 1,000 fine silver and that otherwise meets the LBMA’s Good Delivery Rules.

“Royalty” has the meaning set out in Section 3(a).

“Royalty Deed” has the meaning set forth in Section 3(a).

“Sales Taxes” means sales, transfer or value added Taxes or Taxes on the receipt of sales of any nature or kind.

“Securities Regulatory Authorities” has the meaning set out in Schedule D.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“Sleeper” has the meaning set out first page of this Agreement.

“Sleeper Gold Project” means the Property, the mining, development, production, processing, recovery, sale, transportation, storage and delivery operations and related assets and other assets located on or at or used in connection with the Property or to mine the Minerals from the Property, including all Minerals, Authorizations, Other Rights, tailings, fixtures, mines, facilities, equipment and inventory, existing or to be developed, constructed, and operated at or in respect of the Property, including infrastructure assets, tailings management facilities and other plants.

“Solvent” means, when used with respect to a Person, that:

(a) the fair saleable value of the assets of such Person is in excess of the total amount of the current value of its liabilities (including for purposes of this definition all liabilities (including loss reserves), whether or not reflected on a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed);

(b) such Person is able to pay its debts or obligations in the ordinary course as they mature;

(c) such Person has capital sufficient to carry on its business; and

(d) such Person is not otherwise insolvent as defined by any Applicable Law;

and “Insolvent” shall have a correlative meaning.

“Subsidiary” means with respect to any Person, any other Person which is controlled directly or indirectly by that Person.

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“Taxes” means all taxes of any kind or nature whatsoever including corporation taxes, capital taxes, realty taxes (including utility charges which are collectible like realty taxes), net proceeds of mines tax, privilege taxes, excise taxes, business taxes, property transfer taxes, income taxes, Sales Taxes, customs duties, payroll taxes, levies, stamp taxes, royalties, duties, and all fees, including claim fees, deductions, compulsory loans and withholdings imposed, levied, collected, withheld or assessed as of the date hereof or at any time in the future, by any Governmental Body of any jurisdiction whatsoever having power to tax, together with penalties, fines, additions to tax and interest thereon.

“Transfer”, when used as a verb, means to sell, grant, assign, encumber, hypothecate, pledge or otherwise dispose of or commit to dispose of, directly or indirectly, including through mergers, arrangements, amalgamations, consolidations, asset sales or spin out transactions. When used as a noun, “Transfer” means a sale, grant, assignment, pledge or disposal or the commitment to do any of the foregoing, directly or indirectly, including through mergers, arrangements, amalgamations, consolidations, asset sales or spin out transactions.

“Utility Commitment” means any water service commitments and agreements, transmission or electrical service commitments and agreements and other utility commitments and agreements including the infrastructure, rights of way and easements necessary to provide the aforementioned utility services.

2. Interpretation.

(a) Interpretation of Certain Matters. In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:

(i) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(ii) references to a “Section” or “Schedule” followed by a number or letter refer to the specified Section of or Schedule to this Agreement;

(iii) references to a Party in this Agreement mean the Party or its successors or permitted assigns;

(iv) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(v) the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”;

(vi) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends;

(vii) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day;

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(viii) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement; and

(ix) references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to.

(b) Currency. All references in this Agreement to currency or to “$”, unless otherwise expressly indicated, shall be to United States dollars.

(c) Accounting Principles. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the Parties otherwise agree or the context otherwise requires, be made in accordance with GAAP applied on a consistent basis.

(d) Time of Essence. Time is of the essence of this Agreement.

3. Royalty

(a) Grant of Royalty. Effective as of the Effective Date, the Owners hereby create, grant and convey to the Payee, and agree to pay to the Payee, a perpetual royalty (the “Royalty”) in the amount of 2% of Net Smelter Returns, payable on a monthly basis, from Minerals produced from the Property, determined in accordance with the provisions set forth in this Agreement, in consideration of the Cash Consideration which shall be paid by the Payee to the Owners on the Effective Date by wire transfer to an account to be designated by the Owners and notified to the Payee in writing at least one Business Day prior to the Effective Date. The Owners shall evidence the grant of the Royalty to the Payee through a form of deed substantially in the form attached hereto as Schedule E and satisfactory to the Payee, acting reasonably (the “Royalty Deed”), which deed shall be recorded against the Property senior to any and all other Encumbrances, including those then existing, other than the Permitted Encumbrances.

(b) Area of Interest. If, at any time, and from time to time, any Paramount Entity hereafter acquires any additional Property that would fall under the meaning of subpart (b) of the definition of such term, the Owners shall, at their cost and expense, promptly create, grant and convey (or cause to be created, granted and conveyed) the equivalent Royalty to the Payee in respect thereof, and promptly execute and deliver (or cause to be executed and delivered) all further instruments and documents (including an amended Royalty Deed reflecting such additional property interest in form and substance satisfactory to the Payee), and take (or cause to be taken) all further action, that may be necessary or desirable, or that the Payee may reasonably request (including recording such amended Royalty Deed), in order to create, grant, convey, record or otherwise evidence such Royalty. Such Royalty and any credits/payments on account thereof shall be held in trust for the Payee until such Royalty has been created, granted and conveyed to the Payee and credits/payments made to the Payee as contemplated by this Section 3(b).

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(c) Time and Manner of Payment. The Payee shall receive payments of the Royalty to the extent relating to gold and silver (the “Precious Metals Royalty”) as an in-kind credit in the form of Refined Gold and Refined Silver, as the case may be, by way of credit in metal or physical allocation to the metal account specified by the Payee for such purpose, within the time periods set forth in and otherwise in accordance with Section 6, unless the Payee, at its option, elects to receive all or a portion of the Precious Metals Royalty as a cash payment. If the Payee wishes to receive all or a portion of the Precious Metals Royalty as a cash payment for a particular month, the Payee shall give written notice thereof to the Owners at least 30 days prior to the commencement of such month, and, in such case, the Owners shall pay the Precious Metals Royalty, or the applicable portion thereof, in cash within 10 days of the last day of such month. The Royalty other than the Precious Metals Royalty shall be paid in cash by the Owners within 10 days of the last day of each calendar month. The cash payments shall be made by wire transfer to an account to be designated by the Payee and notified to the Owners at least three Business Days prior to the payment date. For greater certainty, the Payee shall not be responsible for, and all Royalty payments shall be made free of, any Deductions, all of which shall be for the account of the Owners, except as specifically provided for in Sections 3, 5 and 6.

(d) Late Charge. If the credit/payment of the Royalty in respect of Monthly Production in a particular month is not made within 30 days after the last day of such month, the Payee may give the Owners written notice of such default. Unless the Payee shall have received such credit/payment within five days of receipt of such notice an additional cash sum equal to 12% of the amount of the delinquent payment (the “late charge”) shall be payable to the Payee, plus interest on the delinquent credit/payment and the late charge at the rate of 12% per annum, which shall accrue from the day the delinquent credit/payment was due to the date of credit/payment of the Royalty, late charge and accrued interest in full.

(e) Royalty Statements. Each credit/payment of the Royalty shall be accompanied by a detailed statement explaining the manner in which the credit/payment was calculated and shall also include the following information:

(i) settlement ounces (or other quantities in the case of Minerals other than Precious Metals) of all Monthly Production;

(ii) the prices used for the calculation of the Royalty;

(iii) any Allowable Deductions applied to the Royalty;

(iv) other Deductions, if any, by a Payor;

(v) any other pertinent information in sufficient detail to explain the calculation of the credit/payment; and

(vi) such other information as the Payee may reasonably request.

Such statement shall be accompanied by copies of the relevant settlement sheets from a Payor and invoices for all Allowable Deductions applied to the Royalty. Such statement shall be deemed conclusively correct if the Payee has not objected to it in writing within 24 months after receipt thereof.

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(f) Insurance Proceeds. Notwithstanding any other provisions of this Agreement, if the Paramount Entities receive insurance proceeds for any Precious Metals or other Minerals that are lost or damaged, the Owners shall pay to the Payee, in lieu of the credit/payment of the Royalty in respect of such Precious Metals or other Minerals that were lost or damaged, an amount equal to 2% of the gross insurance proceeds which are received by the Paramount Entities for such Precious Metals or other Minerals. The Owners shall pay such amount in cash within 10 days of any Paramount Entity receiving such insurance proceeds in cash by wire transfer to an account to be designated by the Payee and notified to the Owners in writing at least three Business Days prior to the payment date. The amount of gross proceeds received by the Paramount Entities on account of the lost or damaged Precious Metals or other Minerals shall be conclusively determined by the insurance settlement documents.

(g) Hedging Activities. All profits and losses resulting from the Paramount Entities entering into any Hedging Activities are specifically excluded from calculations of the Royalty pursuant to this Agreement. All Hedging Activities entered into by the Paramount Entities and all profits or losses associated therewith, if any, shall be solely for the account of the Paramount Entities. The Royalty payable on Precious Metals or other Minerals subject to Hedging Activities shall be determined in the same manner as provided in Sections 3, 5 and 6, with the understanding that the Precious Metals or other Minerals subject to Hedging Activities shall be deemed to be part of Monthly Production, with the Monthly Average Gold Price, Monthly Average Silver Price or Monthly Average COMEX Price, as applicable, for such month being used in the calculation of the Royalty.

(h) Nature of Interest. The Parties further agree as follows:

(i) The Parties agree that the Royalty is intended to be an interest in real property and constitute the grant of a vested present interest in the Property and a covenant running with the land and all successions thereof, whether created privately or through government action. The Royalty shall be applicable to the Property and binding upon the Owners and the successors and assigns of the Property.

(ii) The Payee shall have all of the rights and incidents of ownership of a non-participating royalty owner, which incidents are covenants running with the Property and include: (a) the ownership of the non-participating royalty interests which are interests in real property; (b) the right to receive, free of expenses other than those deductible in the calculation of Net Smelter Returns, the Royalty payments; and (c) the obligation of the Owners, their successors or assigns, to make the Royalty payments, which obligation shall run with the land. The Payee, however, shall not have or claim any incidents of the fee simple ownership in the Property, which incidents include: (a) the right to enter, explore, develop or mine the claims; (b) the right to execute leases, operating agreements, or similar instruments with respect to the Property; (c) the right to share in bonus payments made as the consideration for the execution of leases or other instruments; and (d) except as expressly provided herein, the right to participate in any manner in the decisions concerning, or the conduct of, operations on the Property.

(iii) The Royalty shall attach to any amendments, relocations or conversions of any mining claim, license, lease, concession, permit, patent or other tenure comprising the Property, or to any renewals or extensions thereof. If the United States establishes a leasing system or other system of tenure for lands or minerals now

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subject to location under applicable mining laws, and if the new system gives the Owners an election to acquire rights under the new system in exchange for or in modification of property rights comprising part of the Property, this Agreement and the Royalty shall extend to the lease or other rights granted by the new system in exchange for such property rights included in the Property.

(iv) The Payee’s interest in Precious Metals or other Minerals on account of the Royalty shall become the property of the Payee at the time of production of Precious Metals or other Minerals and shall be held by the Owners in trust for the Payee until credited/paid to the Payee.

(v) The Parties agree that to the extent that NRS 111.1031 (or its statutory equivalent) applies to the Royalty, the Royalty shall terminate on the date that is three hundred and sixty-four (364) years following its creation.

4. Payment of Cash Consideration

(a) In consideration for the creation, grant and conveyance of the Royalty under and pursuant to Section 3(a) of this Agreement, the Payee hereby agrees to pay and deliver to the Owners the Cash Consideration on the Effective Date.

(b) Conditions Precedent. The obligation of the Payee to pay the Cash Consideration to the Owners shall be subject to the satisfaction or waiver of the following:

(i) The Payee shall have completed due diligence to its satisfaction.

(ii) The Payee shall have received an original copy of the Documents, duly executed by each of the Owners.

(iii) All of the representations and warranties made by the Owners pursuant to Schedule D shall be true and accurate in all respects as if made on and as of the Effective Date.

(iv) No Material Adverse Effect shall have occurred and be continuing.

(v) The Paramount Entities shall have completed to the satisfaction of the Payee the recording of the Royalty Deed in the recorder’s office in Humboldt County, Nevada.

(vi) Paramount shall have delivered to the Payee:

(A) a favorable legal opinion, in form, substance and detail satisfactory to the Payee, acting reasonably, pertaining to the (1) legal status of the Owners, (2) power and authority of the Owners to execute, deliver and perform this Agreement and the Royalty Deed, (3) authorization, execution and delivery of this Agreement and the Royalty Deed, and (4) enforceability of this Agreement, the Royalty and the Royalty Deed; and

(B) a favorable title opinion or report confirming the Owners’ title in and to the Property and that there are no Encumbrances except for Permitted Encumbrances with respect to the Property.

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(vii) Paramount shall have provided to the Payee the waiver or evidence of expiry of the pre-emptive purchase right in accordance with and pursuant to the Existing Royalty Agreements.

(viii) The Payee shall have received a certificate signed by an authorized senior officer of each of the Owners confirming the matters set forth in clauses (iii) and (iv) above.

(c) Obligation to Satisfy Conditions. The Paramount Entities shall use all commercially reasonable efforts and take all reasonable action as may be necessary or advisable to satisfy and fulfill all the conditions set forth in this Section 4 as soon as practicable. The Payee shall co-operate with the Paramount Entities in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.

(d) Waiver of Conditions. Each of the conditions set forth in Section 4(a) is for the exclusive benefit of the Payee, and may be waived by the Payee in writing, in its sole discretion in whole or in part.

5. Calculation of Net Smelter Returns

(a) Net Smelter Returns. “Net Smelter Returns” for any given calendar month means the amount determined by the following formula:

(A x B) – C

where

“A” is the Monthly Production;

“B” is (i) in the case of gold, the Monthly Average Gold Price, (ii) in the case of silver, the Monthly Average Silver Price, or (iii) in the case of other Minerals, the Monthly Average COMEX Price; and

“C” is Allowable Deductions.

(b) Allowable Deductions. For the purposes of calculating Net Smelter Returns, “Allowable Deductions” shall mean the following Deductions (without duplication), but only if and to the extent actually incurred and paid by the Paramount Entities in respect of the Monthly Production:

(i) in the case of Precious Metals shipped from the Property in the form of doré:

(A) charges and costs, if any, for transportation and insurance of doré from the Paramount Entities’ final mill or other final processing plant to places where such doré is refined (including loading, freight, insurance, security, surveyor fees, handling fees, port fees, demurrage, and forwarding expenses incurred by reason of or in the course of transportation); and

(B) charges imposed by the refiner for refining doré into Refined Gold or Refined Silver, as applicable;

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and, for greater certainty, no Deductions of the type referred to in (A) or (B) in this clause (i) or in (A) or (B) of clause 5(b)(ii) below shall be applicable in the case of Precious Metals which are shipped from the Property other than in the form of doré;

(ii) in the case of Minerals other than Precious Metals shipped from the Property:

(A) subject to Section 5(c), charges and costs, if any, for transportation and insurance of Minerals that have already been processed into concentrate or other beneficiated product to places where such Minerals are subject to a final treatment process (whether by smelting, refining or otherwise) including loading, freight, insurance, security, surveyor fees, handling fees, port fees, demurrage, and forwarding expenses incurred by reason of or in the course of transportation; and

(B) costs and charges for smelting or refining or other final treatment process; and

(iii) in the case of cash payments pursuant to Section 3(c), actual selling, marketing and brokerage costs of Refined Gold, Refined Silver or other Minerals, as applicable,

provided that if Minerals are processed on or off the Property in facilities owned or controlled, in whole or in part, by a Paramount Entity, Allowable Deductions will not include any Deductions that are in excess of those that would have been incurred and have been deductible under this Agreement had such processing been carried out at facilities not owned or controlled by a Paramount Entity then offering comparable services for comparable products on prevailing terms.

(c) Processing Prior to Final Treatment. For greater certainty, if the Paramount Entities ship Minerals for processing or beneficiation at a facility prior to final treatment as contemplated in Section 5(b)(ii)(B), no deductions for transportation of the Minerals to or the processing of the Minerals at the facility will apply (including any deduction for toll milling).

(d) Provisional Settlement. Where the Paramount Entities receive any payment for Monthly Production from a Payor on a provisional basis, the amount of the Royalty payable shall be based on the gross number of ounces of Precious Metals or quantity of other Minerals credited by such provisional settlement, but shall be adjusted as between the Owners and the Payee to account for the quantity of Precious Metals or other Minerals established by final settlement with a Payor.

6. In-Kind Credit of Precious Metals Royalty

(a) In-Kind Credits. In-kind credits of the Precious Metals Royalty shall be made in accordance with this Section 6.

(b) Manner of Credit. In the case of Precious Metals shipped by the Paramount Entities in the form of doré, the Owners shall credit the Payee’s account with 2% of the Refined Gold and 2% of the Refined Silver derived from Minerals and credited to the Paramount Entities by the refiner (in each case less Taxes, if any, withheld pursuant to Section 7(c)) as soon as practicable and in any event no later than two Business Days after Refined Gold or

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Refined Silver is credited to the Paramount Entities. In the case of Precious Metals shipped by the Paramount Entities other than in the form of doré, such credit shall be determined as 2% of the applicable Monthly Production of Precious Metals shipped by the Paramount Entities other than in the form of doré and credited to the Payee’s account (less Taxes, if any, withheld pursuant to Section 7(c)) no later than 10 days after the last day of each calendar month. In all cases, such credits shall be made in accordance with written instructions given to the Owners by the Payee as provided in Section 3(c). Once the Owners have received instructions from the Payee, such instructions shall remain in effect until it has received different instructions from the Payee.

(c) Payment for Allowable Deductions. The Parties acknowledge and agree that if the Payee receives the Royalty as an in-kind credit in the form of Refined Gold and/or Refined Silver pursuant to this Section 6, the Royalty will not reflect the Allowable Deductions deductible in calculating Net Smelter Returns under this Agreement and, therefore, subject to receipt by the Payee of in-kind credits pursuant to Section 6(b), the Payee shall remit a cash payment (the “In-Kind Deduction Payment”) to the Owners in an amount equal to its proportionate share of Allowable Deductions in respect of such credits. The In-Kind Deduction Payment shall be made within 30 days of receipt of invoices for such Allowable Deductions by wire transfer to an account to be designated by the Owners, and notified to the Payee in writing at least three Business Days prior to the payment date. If an In-Kind Deduction Payment in respect of Allowable Deductions for a particular month is not made within 30 days of receipt of invoices for such Allowable Deductions, the Owners shall be permitted to set-off the amount of such In-Kind Deduction Payment against any future credits/payments of the Royalty to the Payee, plus interest on such amount at the rate of 12% per annum, which shall accrue from the day such delinquent In-Kind Deduction Payment was due to the date of payment in full.

(d) Monthly Pricing Not to Apply. Notwithstanding the use of the Monthly Average Gold Price and Monthly Average Silver Price in the calculation Net Smelter Returns, the Parties agree that receipt of in-kind credits by the Payee in compliance with this Section 6 shall constitute payment of the Royalty, notwithstanding any difference between the spot prices for gold and silver on the date of credit and the Monthly Average Gold Price and Monthly Average Silver Price, respectively, applicable to the Precious Metals credited.

(e) Arrangements with Payor. The Owners shall ensure that all contractual or other arrangements entered into by Paramount Entities with a Payor shall contain provisions implementing the terms and conditions of payment set forth in Sections 3, 5 and 6 and shall procure the written undertaking of a Payor contractually binding a Payor to performance in accordance with Sections 3, 5 and 6 in form and substance enforceable by the Payee. The Owners acknowledge their primary obligation to pay the Royalty and that no undertaking by a Payor shall relieve the Owners of that obligation. The Owners agree to, jointly and severally, indemnify and save the Payee harmless from and against any and all Losses suffered or incurred by the Payee as a result of, in respect of or as a consequence of a Payor’s failure to deliver in-kind credits within the time periods provided by this Agreement or the breach or non- performance by a Payor under any contractual or other arrangements entered into by Paramount Entities with a Payor pursuant to or for the purposes of complying with Sections 3, 5 and 6.

7. (***)

(a) (***)

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(b) (***)

(c) (***)

(d) (***)

(i) (***)

(ii) (***)

(e) (***)

(f) (***)

8. Reporting Obligations

(a) Reports. The Owners shall deliver or cause to be delivered to the Payee:

(i) within 15 days after the end of each calendar quarter, a Quarterly Operational Report in respect of the Sleeper Gold Project;

(ii) within 45 days after the end of each fiscal year, an Annual Operational Report; and

(iii) at least 45 days before the beginning of each fiscal year, an Annual Forecast Report.

(b) Geological Reports. Except if Paramount is a reporting issuer and such materials are filed on SEDAR promptly after they become available, the Owners shall promptly deliver to the Payee a copy any technical reports prepared in accordance with National Instrument 43-101 or updated mineral reserve and mineral resource estimates produced that pertain to the Property.

(c) Claims Fee Filings and Payment Receipts. By no later than September 5^th of each calendar year, the Owners shall deliver to the Payee written evidence that the annual maintenance fee for all unpatented mining claims within the Property have been paid (except for Property that has been properly abandoned in accordance with this Agreement), and copies of the Affidavit and Notice of Intent to Hold Claims recorded in the State of Nevada with respect to the Property.

(d) Development and Mine Plans. The Owners shall promptly deliver to the Payee a copy of the current development plan or mine plan, as applicable, for the Sleeper Gold Project and a new copy thereof promptly upon any material amendment thereto.

(e) Other Notices. The Owners shall deliver to the Payee:

(i) promptly after either of the Owners have knowledge or becomes aware thereof, written notice of all material actions, suits and proceedings before any Governmental Body or arbitrator, pending or threatened, against or directly affecting the Sleeper Gold Project, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings with respect to the ownership, use, maintenance and operation of the Sleeper Gold Project, including those relating to Environmental Laws;

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(ii) promptly after either Owner has knowledge or becomes aware thereof, written notice of any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect; and

(iii) such other statements, lists of property and accounts, budgets, forecasts, projections, reports, or other information respecting the Sleeper Gold Project as the Payee may from time to time reasonably request.

Each notice pursuant to clauses (i) and (ii) above shall be accompanied by a written statement by an authorized senior officer of each of the Owners setting forth all material information relating to the occurrence referred to therein, including any action which the Paramount Entities have taken or propose to take with respect thereto.

9. Records; Audits; Inspections

(a) Records. The Owners shall ensure that the Paramount Entities each keep true, complete and accurate Records of all material operations and activities with respect to the Property, including the mining, treatment, processing, refining, transportation and sale of Minerals and in which complete entries will be made, in accordance with GAAP applied on a consistent basis.

(b) Annual Audits. Upon not less than three Business Days’ notice and not more than once each calendar year (absent any dispute in respect of this Agreement), the Payee and its authorized representatives shall be entitled, at its own cost and expense, to perform audits or other reviews and examinations of the Records of the Paramount Entities relevant to the payment of the Royalty pursuant to this Agreement and to otherwise confirm compliance by the Paramount Entities with the terms of this Agreement. The Owners shall ensure that the Paramount Entities each provide the Payee with complete access to all the Paramount Entities’ Records at the Paramount Entities’ offices during usual business hours. If any such audits reveal a material breach of any provision of this Agreement or that credits/payments on account of the Royalty for any calendar year have been underpaid by more than 3%, the Owners shall reimburse the Payee for its costs and expenses incurred in such audit, otherwise all costs and expenses incurred in connection with such audit shall be for the account of the Payee.

(c) Inspections. At reasonable times and with the prior consent of the Owners (not to be unreasonably withheld or delayed), the Payee and its authorized representatives shall have a right of access to all surface and subsurface portions of the Property, to any mill, smelter, concentrator or other processing facility owned or operated by any Paramount Entity that is used to process Minerals and to any related operations of the Paramount Entities for the purpose of enabling the Payee to monitor compliance by the Paramount Entities with the terms of this Agreement and/or to comply with the obligations of the Payee or any of its Affiliates under National Instrument 43-101 (or any other applicable Canadian and/or US securities laws and/or stock exchange rules and policies governing the disclosure obligations of the Payee or any of its Affiliates), as determined by the Payee acting reasonably. The Payee and its authorized representatives shall have the further right to: (i) inspect and take copies of the Records pertaining to the Property, mill, smelter, concentrator, other processing facilities and related operations; (ii) take samples from the Property or any stockpile of Minerals, any mill, smelter, concentrator or other processing facility and any Payor for purposes of assay verification; and (iii) weigh, or to cause the Paramount Entities to weigh, all trucks transporting Minerals from the Property to any mill,

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smelter, concentrator or other processing facility that is used to process Minerals prior to dumping of such ore and immediately following such dumping.

(d) Investor Tours. Upon not less than 10 Business Days’ notice to the Owners, and up to two times in any calendar year, the Payee shall have the right to conduct an investors tour on the Property and any facilities associated therewith.

(e) Technical Reports. If any Paramount Entity prepares a technical report under National Instrument 43-101 (or similar report) in respect of the Property, upon the request of the Payee, the Owners shall use commercially reasonable efforts to cause the author(s) of such report to provide, at the sole cost and expense of the Payee, (i) a copy of such report to be addressed to the Payee or any of its Affiliates, (ii) the relevant certificates and consents of the author(s) required in connection with the filing of and reference to such report to be provided to the Payee or any of its Affiliates, and (iii) such other consents in connection with the use of or reliance upon such report by the Payee or any of its Affiliates from time to time in its public disclosure as may be required by the Payee. If the Payee or any of its Affiliates is required by applicable Canadian and/or US securities laws and/or stock exchange rules and policies governing the disclosure obligations of the Payee or any of its Affiliates to prepare a technical report under National Instrument 43-101 (or similar report) in respect of the Property and chooses to prepare its own technical report (or similar report), the Owners shall cooperate with and allow the Payee and its authorized representatives to access technical information pertaining to the Property and complete site visits at the Property so as to enable the Payee or its Affiliates, as the case may be, to prepare the technical report (or similar report) in accordance with National Instrument 43-101 (or any other applicable Canadian and/or US securities laws and/or stock exchange rules and policies governing the disclosure obligations of the Payee or any of its Affiliates) at the sole cost and expense of the Payee.

(f) Additional Requirements. Access to the Property and associated facilities pursuant to Sections 9(c), (d) and (e) shall be subject to the following: (i) any such access shall be at the sole risk and expense of the Payee, its representatives and its invitees; (ii) any such access shall not unreasonably interfere with the Paramount Entities’ activities and operations; (iii) the Payee shall comply, and request that its representatives and invitees comply, with the policies, rules and procedures, safety training requirements and  that the Paramount Entities apply to their own representatives and invitees, comply with all Applicable Laws relating to health and safety, and shall wear all protective equipment and clothing required by Owner for access to any Property; (iv) the Payee shall give the relevant Paramount Entities prompt notice of any injuries, property damage or environmental harm that may occur during such tour; and (v) the Payee shall indemnify the Paramount Entities from any Losses (excluding loss of profit and consequential or punitive damages) suffered or incurred by any Paramount Entity as a consequence of injury to the Payee, its representatives or its invitees incurred during such access, provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of any Paramount Entity.

10. Maintenance of Existence and Property

(a) Maintenance of Existence. The Owners shall at all times do or cause to be done all things necessary to maintain its corporate or other entity existence and to obtain and, once obtained, maintain all Authorizations necessary to carry on its business and own its assets in each jurisdiction in which it carries on business or in which its assets are located.

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(b) Maintenance of Property. Subject to Section 10(e), the Owners shall at all times do or cause to be done all things necessary to maintain the Property in good standing, including paying or causing to be paid all Taxes owing in respect thereof, performing or causing to be performed all required assessment work thereon, paying or causing to be paid all claim, permit and license maintenances fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof and otherwise maintaining the Property in accordance with Applicable Laws.

(c) Encumbrances. The Owners shall not cause or allow to be registered or otherwise permit to exist any Encumbrance on the Property, other than a Permitted Encumbrance.

(d) No Interest Letter. Upon any Owner entering into any debt financing arrangements, the applicable Owner shall cause the lender(s) to deliver to the Payee, a letter addressed to the Payee which acknowledges the intention and agreement between the Parties that the Royalty constitutes an interest in and covenant running with the land.

(e) Abandonment.

(i) During the four (4) year period commencing as of the Effective Date, the Owners shall not abandon any claims comprising part of the Property or any other interest in the Property without the prior written consent of the Payee (which may be withheld for any reason).

(ii) Following the four (4) year period in Section 10(e)(i), the Owners shall not abandon any claims comprising part of the Property or any other interest in the Property unless it first complies with this Section 10(e)(ii) (provided that in the case of leased properties, the Owners shall only be required to comply with this Section 10(e)(ii) to the extent permitted under the applicable lease or sublease). If the Owners wish to abandon any of the claims comprising part of the Property or any other interest in the Property (“Abandonment Property”), the Owners shall first give notice of such intention to the Payee at least 60 days in advance of the proposed date of abandonment. If, not less than 15 days before the proposed date of abandonment, the Owners receive from the Payee written notice that the Payee wishes to acquire the Abandonment Property, the applicable Owner shall, without additional consideration, convey the Abandonment Property in good standing by quit claim deed, without warranty, to the Payee or an assignee thereof, and shall thereafter have no further obligation to maintain title to the Abandonment Property. If the Payee does not give such notice to the Owners within the prescribed period of time, the applicable Owner may abandon the Abandonment Property and shall thereafter have no further obligation to maintain title to the Abandonment Property; provided, however, that if any Paramount Entity reacquires a direct or indirect interest in any of the Abandonment Property at any time following such abandonment, the production of Minerals from such property shall be subject to the Royalty and this Agreement. The Owners shall give prompt written notice to the Payee of any such reacquisition.

(f) Title Opinions. If any Paramount Entity prepares, or causes to be prepared, any title opinion or report in respect of all or any portion of the Property, the Owners shall promptly deliver a copy of such opinion or report to the Payee.

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(g) Right of Payee to Cure Defects. The Payee may undertake such investigation of the title and status of the Property as it shall deem necessary. If that investigation should reveal defects in the title, the Owners shall forthwith proceed to cure such title defects to the satisfaction of the Payee. If the Owners fail to do so: (i) the Payee may proceed to cure such title defects; (ii) any costs and expenses incurred (including attorney’s fees and costs) by the Payee shall be promptly reimbursed by the Owners; and (iii) the Payee may lien the Property for such amounts until the Owners reimburse the Payee in full.

11. Management of Mining Operations

(a) Operational Decisions. Subject to the provisions of this Section 11, all decisions concerning methods, the extent, times, procedures and techniques of any exploration, construction, development and mining operations related to the Property shall be made by the Owners in their sole and absolute discretion.

(b) Performance of Mining Operations. The Owners shall ensure that all exploration, construction, development and mining operations and other activities in respect of the Property will be performed in a commercially reasonable manner in compliance with Applicable Laws, Authorizations and Other Rights, and in accordance with good mining, processing, engineering and environmental practices prevailing in the industry and on the same basis as if the Owners retained full economic interest in the Minerals. The Owners shall use all commercially reasonable and lawful efforts to obtain and, once obtained, maintain all Authorizations necessary to commence and continue development and mining operations on the Property. The Owners shall use all commercially reasonable efforts to ensure that all Minerals from the Property will be processed in a prompt and timely manner.

(c) Maintenance of Mining Rights. The Owners shall use all commercially reasonable and lawful efforts to maintain and apply for and obtain any and all available renewals and extensions of the Property, Authorizations, Other Rights and any and all other necessary rights in respect of the Sleeper Gold Project and, other than as expressly permitted by this Agreement, not abandon any of the Sleeper Gold Project (including Utility Commitments) or allow or permit any of the Property, Authorizations, Other Rights or such other necessary rights referred to above to terminate or lapse.

(d) Compliance with Applicable Laws. The Owners shall comply, and shall cause all operations and activities conducted at, on or in respect of the Sleeper Gold Project to comply, with all Applicable Laws, all Authorizations and the terms and conditions of Other Rights.

(e) Reclamation Obligations. The Owners shall timely and fully perform, pay and observe, or cause to be performed, observed and paid, any and all liabilities and obligations required by any Applicable Laws, Authorizations or the terms and conditions of Other Rights or by any Governmental Body for the reclamation, restoration or closure of any facility or land used in connection with the Paramount Entities’ operations or activities at, on or in respect of the Sleeper Gold Project or required under this Agreement.

(f) Stockpiling off Property. The Paramount Entities may temporarily stockpile, store or place Minerals off the Property provided that the Owners shall at all times do or cause to be done all things necessary to ensure that:

(i) such Minerals are appropriately identified as to ownership and origin;

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(ii) such Minerals are secured from loss, theft, tampering and contamination;

(iii) prior to stockpiling, storing or placing such Minerals off the Property, the applicable Paramount Entities shall have entered into and recorded in the applicable County a written agreement in recordable form with the property owner where such stockpiling, storage or placement is to occur providing, among other things, that: (i) the Payee’s rights in and to such Minerals pursuant to the Royalty and this Agreement, insofar as they are applicable, shall continue in full force and effect notwithstanding their removal from the Property; (ii) the Payee’s rights in and to such Minerals shall be the same as if the Minerals had never been removed from the Property; (iii) the Payee’s rights in and to such Minerals shall have precedence over the rights to the Minerals of said property owner, as well as the creditors of said property owner; (iv) the agreement shall be irrevocable as long as the Minerals, or any part thereof, remain on said property; (v) the Payee shall have substantially similar access rights to said property as provided for in respect of the Property under this Agreement; and (vi) the Payee’s rights in and to the Minerals pursuant to the Royalty and this Agreement shall otherwise be preserved; and

(iv) a security interest in such Minerals shall have been granted to the Payee and recorded, in form and substance satisfactory to the Payee.

(g) Commingling. The Owners shall ensure that the Paramount Entities do not process other minerals through their processing plants, or commingle such other minerals with, Minerals mined, produced, extracted or otherwise recovered from the Property, unless (i) the applicable Paramount Entity has adopted and employs reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure the division of other minerals and Minerals for the purpose of determining the quantum of Minerals; (ii) the Payee shall not be disadvantaged as a result of the processing of other minerals in priority to, or concurrently with, Minerals, or the parties, acting reasonably, shall have entered into an agreement to compensate the Payee for any such disadvantage providing for a commensurate royalty or stream interest in such other minerals or another form of compensation (a “Compensation Agreement”); (iii) the Payee has approved the Commingling Plan and, if applicable, the Compensation Agreement, such approval not to be unreasonably withheld; and (iv) the Paramount Entities keep all books, records, data, information and samples required by the Commingling Plan. The Owners agree to revisit the Commingling Plan and the Compensation Agreement if the Payee determines that circumstances have changed, in order to ensure that the Commingling Plan continues to provide for the accurate measurement of Minerals and the Compensation Agreement reasonably compensates the Payee for any disadvantage.

(h) Waste Materials. All tailings, residues, waste rock, spoiled leach materials, and other waste materials (collectively, “waste materials”) resulting from the Paramount Entities’ operations and activities at and on the Property shall be the sole property of the Paramount Entities, but shall remain subject to the Royalty should the same be processed or reprocessed, as the case may be, in the future and result in the production of Minerals. Notwithstanding the foregoing, the Paramount Entities shall have the right to dispose of waste materials from the Property on or off of the Property and to commingle the same with waste materials from other properties (provided in any case that any sale of waste materials shall be subject to the Royalty). In the event waste materials from the Property

‑ 24 ‑

are processed or reprocessed, as the case may be, the Royalty payable thereon shall be determined using the best engineering and technical practices then available.

12. Royalty and Stream Interests

(a) General Prohibitions. The Owners shall not, without the Payee’s prior written consent (which may be withheld for any reason), create, grant, convey or otherwise agree to any royalty, or enter into any agreements that are similar to a royalty agreement, in each case in respect of all or any portion of the Property.  The Owners shall not, without the Payee’s prior written consent, create, grant, convey or otherwise agree to any stream interest, or enter into any agreements that are similar to a stream agreement (which, for greater certainty, shall not include any Hedging Activity), in each case in respect of all or any portion of the Property, except as expressly permitted by and subject to this Section 12.

(b) Right of First Refusal.  If the Owners (or either of them) receive a bona fide and irrevocable written offer (a “Third Party Offer”) from any Person dealing at arm’s length with the Owners to purchase a stream or similar interest (which, for greater certainty, shall not include any Hedging Activity) (the “Offered Interest”) in all or any portion of the Property for cash consideration, which the Owners either wish to accept or have accepted conditional on and subject to the Payee’s right of first refusal pursuant to this Section 12, the Owners shall promptly give notice of the Third Party Offer (the “Notice of Offer”) to the Payee and comply with this Section 12. The Notice of Offer must contain a copy of the Third Party Offer and disclose the identity and address of the Person making the Third Party Offer (the “Third Party Offeror”). Upon the Notice of Offer being given, the Payee will have the right to purchase all, but not less than all, of the Offered Interest at the same price and upon the same terms and conditions as are contained in the Third Party Offer.

(c) Determination of Price.  If the Offered Interest is being offered for sale to the Third Party Offeror together with or in conjunction with other unrelated assets of the Owners, the Payee will be entitled to purchase only the Offered Interest and the Notice of Offer must specify the Owners' good faith estimate of the cash being offered by the Third Party Offeror for the Offered Interest.  If the Payee does not agree with the Owners’ estimate, the value of the cash being offered for the Offered Interest shall be conclusively determined by a firm of qualified mineral valuators jointly appointed (and the cost of which shall be borne equally) by the Owners and the Payee, each acting reasonably. Such determination shall be binding upon the Owners and the Payee. All time periods referred to in this Section 12 shall be extended by the time taken to obtain such determination.

(d) Exercise and Closing.  If the Payee desires to exercise its right to purchase all of the Offered Interest as contemplated by Section 12(b), it will give notice of exercise (the “ROFR Exercise Notice”) to the Owners within (***) of having been given the Notice of Offer. The giving of the ROFR Exercise Notice shall constitute a legally binding agreement between the Payee and the Owners for the sale by the Owners to the Payee of the Offered Interest in accordance with the terms set out in the Third Party Offer, which sale transaction will be completed (subject to entry into a stream agreement reflecting the Offered Interest and such other customary industry terms in form and substance satisfactory to the Payee) on the date therein provided (or on such other date as the Payee and the Owners may agree) by delivery of the Offered Interest (including such agreement referred to above) by the Owners to the Payee with title, free and clear of all Encumbrances arising on or after the date the Owners received such Third Party Offer, against payment by the Payee to the Owners of the cash consideration by bank wire transfer to the account designated by the

‑ 25 ‑

Owners.  If, at the time of completion, any portion of the Offered Interest is subject to any Encumbrance arising on or after the date the Owners received such Third Party Offer, the Payee will be entitled to deduct from the purchase money to be paid to the Owners the amount required to discharge such Encumbrance and will apply such amount to discharge such Encumbrance, on behalf of the Owners.

(e) No Exercise.  If the Payee does not give the ROFR Exercise Notice in accordance with the provisions of Section 12(d), the right of the Payee to purchase the Offered Interest will terminate and the Owners may sell all, but not less than all, of the Offered Interest to the Third Party Offeror in accordance with the terms of the Third Party Offer at any time within (***) after the expiry of the (***) period specified in Section 12(d). If the sale of the Offered Interest is not completed within such (***) period on such terms, the rights of the Parties pursuant to this Section 12 will again take effect with respect thereto.

13. Insurance Matters

(a) Maintenance of Insurance. The Owners shall ensure that insurance is maintained with reputable insurance companies with respect to the Sleeper Gold Project and the operations conducted at, on and in respect thereof against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar operations in the United States of America. Without limiting the foregoing, such insurance shall include workers compensation insurance in amounts required by Applicable Laws, and commercial general liability insurance in such amounts as will, in the Payee’s reasonable judgment, adequately protect the Paramount Entities, the Payee, the Royalty, and the Property from any Losses which may reasonably be expected to arise with respect to this Agreement or the Property and that can be covered by commercial general liability insurance.

(b) Shipment of Minerals. The Owners shall ensure that each shipment of Minerals is adequately insured in such amounts and with such coverage as is customary in the mining industry, until the time that risk of loss and damage for such Minerals is transferred to a Payor.

(c) Loss Payee. The Owners shall cause the Payee to be named a loss payee (as its interests may appear) on all insurance policies of the Paramount Entities covering loss of or damage to the Minerals.

(d) Notice of Loss or Damage. The Owners shall promptly provide the Payee with written notice of any material loss or damage suffered to the Property or any Minerals and whether any Paramount Entity plans to make any insurance claim.

14. Representations and Warranties of the Payee

The Payee, acknowledging that the Owners are entering into this Agreement in reliance thereon, hereby makes the representations and warranties to the Owners as set out in Schedule C.

15. Representations and Warranties of the Owners

Each of the Owners, jointly and severally, acknowledging that the Payee is entering into this Agreement in reliance thereon, hereby makes the representations and warranties to the Payee as set out in Schedule D.

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16. Indemnities

(a) Each of the Owners jointly and severally agree to indemnify and save the Payee and its Affiliates and the directors, officers, employees and agents of the foregoing harmless from and against any and all Losses suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

(i) any breach or inaccuracy of any representation or warranty of the Owners contained in this Agreement, including the representations and warranties set forth in Schedule D hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto;

(ii) any breach, including breach due to non-performance, by the Owners of any covenant or agreement to be performed by any of the Owners contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto or thereto; and

(iii) claims brought by third parties against the Payee and its Affiliates and the directors, officers, employees and agents of the foregoing relating to any work, operation, activities or event on, in or under the Property or the Sleeper Gold Project or related thereto,

provided that the foregoing shall not apply to any Losses to the extent they arise from the gross negligence or willful misconduct of such indemnified persons.

(b) This Section 16 shall survive the termination of this Agreement.

17. Term

Subject to Section 3(h)(v), the term of this Agreement shall commence on the Effective Date and shall be perpetual.

18. Transfer Rights of the Owners

(a) Prohibited Transfers. The Owners may not Transfer, in whole or in part, their rights and obligations under this Agreement or all or any portion of the Property unless the Transferee has first entered into an agreement, in form and substance satisfactory to the Payee, agreeing to be bound by this Agreement.

(b) Transfer of Equity Interest. For greater certainty, the Transfer of any equity interest of New Sleeper or Sleeper shall be deemed to be a Transfer in which Section 18(a) applies.

(c) Parent Guarantee. If at any time the ultimate parent of the Paramount Entities (or of any permitted Transferee of all or any portion of the Property) does not directly own any of the Property, such parent company shall deliver to the Payee a parent guarantee, in form and substance satisfactory to the Payee, which guarantees the obligations of the Owner(s) (or of the respective Transferee in the case of a permitted Transfer of all or a portion of the Property) contained in this Agreement.

(d) Effect of Prohibited Transfer. Any Transfer made in violation of this Section 18 shall be null and void and of no force or effect whatsoever.

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19. Transfer Rights of the Payee

(a) Transfers. The Payee shall have the right to Transfer or encumber, in whole or in part, its rights and obligations under this Agreement (including the Royalty Deed) to any Person, without the consent of the Owners, upon the delivery of notice of such Transfer to the Owners. In such a case, provided that such Person has agreed to be bound by such Transferred obligations under this Agreement, the Payee, as applicable, shall be released from such Transferred obligations under this Agreement.

(b) Encumbrances. Notwithstanding anything in this Agreement, the Payee shall have the right to Transfer by way of Encumbrance, in whole or in part, its rights and obligations under this Agreement to one or more lenders providing financing to the Payee or any of its Affiliates without notice to, or the consent of, the Owners. If such transferee enforces such Encumbrance, it will provide notice to the Owners and upon delivery of such notice, which notice shall confirm that such transferee agrees to be bound by such transferred obligations under this Agreement, such Transferee shall become a party to this Agreement with all of the rights and obligations of the Payee.

20. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada.

(b) ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ROYALTY DEED OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEVADA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ROYALTY DEED IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ROYALTY DEED OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH

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PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 20(c).

21. Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be sent or delivered to the respective Parties at their respective addresses, facsimile numbers or e-mail addresses set forth below (or at or to such other address, facsimile, number or e-mail address as shall be designated by any Party in a written notice to the other Parties):

If to any of the Owners:

Paramount Gold Nevada Corp.
665 Anderson Street
Winnemucca, NV, USA
89445

Attention:John Seaberg
Phone Number:(***)
Email:(***)

-and-

Sleeper Mining Company, LLC
665 Anderson Street
Winnemucca, NV, USA
89445

Attention:Carlo Buffone
Phone Number:(***)
Email:(***)

If to the Payee:

Franco Nevada U.S. Corporation
1745 Shea Center Drive, Suite 400
Highlands Ranch, Colorado
USA 80129

Attention:Jeff Jenkins
Fax Number:(***)
Email:(***)

with a copy (which shall not constitute notice) to:

Franco Nevada Corporation
199 Bay Street, Suite 2000

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P.O. Box 285
Commerce Court Postal Station
Toronto, Ontario
Canada M5L 1G9Attention:Chief Legal OfficerFax Number:(***)Email:(***)

Any notice and communications shall be effective:

(a) if delivered by hand, sent by certified or registered mail or sent by an overnight courier service, when received; and, provided that if such date is a day other than a Business Day, where the recipient Party is located, then such notice shall be deemed to have been given and received on the first Business Day, where the recipient Party is located, following the date of such delivery; and

(b) if sent by facsimile or e-mail transmission and successfully transmitted before 5:00 p.m. on a Business Day, where the recipient Party is located, then on that Business Day, and if transmitted after 5:00 p.m. on that day or on a day that is not a Business Day, then on the first Business Day, where the recipient Party is located, following the date of transmission.

22. General Provisions

(a) Further Assurances. Each Party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effect the transactions contemplated herein, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

(b) Obligations of Paramount Entities. Each Owner agrees to take all action necessary to cause each and every other Paramount Entity that is a Subsidiary of such Owner to observe, comply with and perform its covenants and obligations in this Agreement. To the extent that any covenants or obligations in this Agreement are stated to be covenants or obligations of the Paramount Entities or any of them, and a Paramount Entity is not a party to this Agreement (including any Person that becomes a Paramount Entity after the date of this Agreement), the Owners shall take all action necessary to cause such non-party Paramount Entity to observe, comply with and perform such covenants or obligations, including causing such non-party Paramount Entity to agree in writing in favor of the Payee to be bound by this Agreement.

(c) Memorandum for Recording. The Parties agree that no Party shall record this Agreement in any land records. The Parties agree that the Royalty Deed shall instead be recorded. The costs of preparing and recording the Royalty Deed shall be at the Owners’ cost and expense.

(d) Confidentiality. The Payee shall not, without the express written consent of the Owners, which consent shall not be unreasonably withheld, disclose any data or information concerning the operations of the Paramount Entities obtained in connection with this Agreement which is not already in the public domain (the “Confidential Information”); provided, however, the Payee may disclose Confidential Information without the consent of the Owners: (i) if required by Applicable Law or requested by a Government Body having jurisdiction over the Payee or its Affiliates; (ii) to the Payee’s Affiliates and to any

‑ 30 ‑

representatives, consultants or advisers of the Payee or its Affiliates for the purpose of providing services to the Payee or its Affiliates; and (iii) to any Person to whom the Payee, in good faith, anticipates Transferring an interest in this Agreement as contemplated by Section 19(a) or 19(b) and such Person’s Affiliates and the representatives, consultants and advisers of such Person or its Affiliates. In the case of disclosure pursuant to clause (ii) or (iii), the Payee shall be responsible to ensure that the recipient of the Confidential Information does not disclose the Confidential Information to the same extent as if it were bound by the same non-disclosure obligations of the Payee hereunder. Notwithstanding the foregoing, the Payee shall not be restricted from disclosing the terms of this Agreement or credits/payments on account of the Royalty. For greater certainty, the Payee shall be entitled to disclose publicly data or information concerning the operations of the Paramount Entities, without the consent of the Owners, once such information has been publicly disclosed by any of the Paramount Entities.

(e) No Partnership. Nothing herein shall be construed to create, expressly or by implication, a joint venture, agency relationship, fiduciary relationship, mining partnership, commercial partnership or other partnership relationship between the Payee and the Paramount Entities.

(f) Severability. If any provision of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof so that the invalidity shall not affect the validity of the remainder of this Agreement which shall be construed as if this Agreement had been executed without the invalid portion. The Parties agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or otherwise to amend this Agreement, including the provision relating to choice of law, to achieve such result.

(g) Entire Agreement. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, among the Parties. There are no representations, warranties, terms, conditions, assertions of fact, undertakings or collateral agreements, express, implied or statutory, by or between the Parties other than as expressly set forth in this Agreement.

(h) Amendments. This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

(i) Waiver. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect the validity of this Agreement or any part thereof or the right of a Party to enforce each and every provision. No waiver of a breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

(j) Specific Performance. Each Party acknowledges that any breach of this Agreement may cause the other Party (in such case, the “Non-Breaching Party”) irreparable harm for which damages are not an adequate remedy. The Parties agree that, in the event of any such breach, in addition to other remedies at law or in equity that the Non-Breaching Party may have, the Non-Breaching Party shall be entitled to seek specific performance.

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(k) No Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and, except for the indemnified Persons referred to in Section 16, is not for the benefit of, nor may any provision in this Agreement be enforced by, any other Person. With respect to any indemnified Person who is not a party to this Agreement, the Payee, shall obtain and hold the rights and benefits of Section 16 in trust for and on behalf of such indemnified Person.

(l) Costs and Expenses. Unless otherwise provided herein, each of the Parties shall be responsible for paying all costs and expenses incurred by them, respectively, in connection with the negotiation and preparation of this Agreement.

(m) Counterparts. This Agreement may be executed in one or more counterparts and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF the Parties hereto have executed this Royalty Agreement as of the date and year first above written.

PARAMOUNT GOLD NEVADA CORP.
By:	/s/ Carlo Buffone
Name:	Carlo Buffone
Title:	Chief Financial Officer

SLEEPER MINING COMPANY, LLC
By:	/s/ Carlo Buffone
Name:	Carlo Buffone
Title:	Manager

FRANCO-NEVADA U.S. CORPORATION
By:	/s/ Jeffrey D Jenkins
Name:	Jeffrey D. Jenkins
Title:	Director of Finance US Operations & Secretary

SCHEDULE A

DESCRIPTION OF THE PROPERTY

(separately attached hereto)

SCHEDULE A

(Sleeper)

The following twenty-three (23) unpatented mining claims situated in Humboldt County, Nevada:

	County		BLM
Claim Name	Book	Page	Serial No.
LAM 190	1997	5172	NMC771957
LAM 204	1997	5186	NMC771971
LAM 205	1997	5187	NMC771972
LAM 0201	2002	5465	NMC833020
LAM 0202	2002	5466	NMC833021
LAM 0203	2002	5467	NMC833022
LAM 0204	2002	5468	NMC833023
LAM 0205	2002	5469	NMC833024
LAM 0206	2002	5470	NMC833025
LAM 0207	2002	5471	NMC833026
LAM 0208	2002	5472	NMC833027
LAM 0209	2002	5473	NMC833028
LAM 0210	2002	5474	NMC833029
CR 1	2007	823	NMC945647
CR 2	2007	824	NMC945648
CR 3	2007	825	NMC945649
CR 4	2007	826	NMC945650
CR 5	2007	827	NMC945651
CR 6	2007	828	NMC945652
CR 7	2007	829	NMC945653
CR 8	2007	830	NMC945654
CR 9	2007	831	NMC945655
CR 10	2007	832	NMC945656

Total of 23 unpatented lode mining claims.

(Alma)

The following two hundred and twenty-seven (227) unpatented mining claims situated in Humboldt County, Nevada:

	County		BLM
Claim Name	Book	Page	Serial No.
ELECTRUM # 11	159	361	NMC235675
ELECTRUM # 12	159	362	NMC235676
ELECTRUM # 13	159	363	NMC235677
ELECTRUM # 21	161	365	NMC239887
ELECTRUM # 23	161	367	NMC239889
FREE GOLD #  1	168	103	NMC252825
FREE GOLD #  2	168	104	NMC252826
FREE GOLD #  3	168	105	NMC252827
FREE GOLD #  4	168	106	NMC252828
FREE GOLD #  5	168	107	NMC252829
FREE GOLD #  6	168	108	NMC252830
FREE GOLD #  7	168	109	NMC252831
FREE GOLD #  8	168	110	NMC252832
FREE GOLD #  9	168	111	NMC252833
FREE GOLD # 10	168	112	NMC252834
DAYLIGHT FRACTION	175	308	NMC269681
RR # 2	200	15	NMC340619
RR #13	200	26	NMC340630
RR #24	200	37	NMC340641
RR #26	200	39	NMC340643
RR #28	200	41	NMC340645
RR #35 (Amended)	200 (326)	48 (613)	NMC340652
RR #37	200	50	NMC340654
RR #38	200	51	NMC340655
RR #39 (Amended)	200 (326)	52 (611)	NMC340656
RR #40	200	53	NMC340657
ELECTRUM #  1	214	295	NMC371654
ELECTRUM #  2	214	296	NMC371655
ELECTRUM #  3	214	297	NMC371656

	County		BLM
Claim Name	Book	Page	Serial No.
LLY 1	326	614	NMC683286
LLY 2	326	615	NMC683287
LLY 3	326	616	NMC683288
LLY 4	326	617	NMC683289
LLY 5	326	618	NMC683290
LLY 6	326	619	NMC683291
LLY 7	326	620	NMC683292
LLY 8	326	621	NMC683293
LLY 9	326	622	NMC683294
LLY 10	326	623	NMC683295
LLY 11	326	624	NMC683296
LLY 12	326	625	NMC683297
LLY 13	326	626	NMC683298
LLY 14	326	627	NMC683299
LLY 15	326	628	NMC683300
LLY 16	326	629	NMC683301
LLY 17	326	630	NMC683302
LLY 18	326	631	NMC683303
LLY 19	326	632	NMC683304
LLY 20	326	633	NMC683305
LLY 21	326	634	NMC683306
LLY 22	326	635	NMC683307
LLY 23	326	636	NMC683308
LLY 24	326	637	NMC683309
LLY 25	326	638	NMC683310
LLY 26	326	639	NMC683311
LLY 27	326	640	NMC683312
LLY 28	326	641	NMC683313
LLY 29	326	642	NMC683314
LLY 30	326	643	NMC683315
LLY 31	326	644	NMC683316
LLY 32	326	645	NMC683317
LLY 33	326	646	NMC683318
LLY 34	326	647	NMC683319
LLY 35	326	648	NMC683320

	County		BLM
Claim Name	Book	Page	Serial No.
LLY 36	326	649	NMC683321
LLY 37	326	650	NMC683322
LLY 38	326	651	NMC683323
LLY 39	326	652	NMC683324
DAY 1	333	521	NMC700996
DAY 2	333	522	NMC700997
DAY 3	333	523	NMC700998
DAY 4	333	524	NMC700999
DAY 5	333	526	NMC701000
DAY 6	333	527	NMC701001
DAY 7	333	528	NMC701002
DAY 8	333	529	NMC701003
DAY 9	333	530	NMC701004
DAY 10	333	531	NMC701005
DAY 11	333	532	NMC701006
DAY 12	333	533	NMC701007
DAY 13	333	534	NMC701008
DAY 14	333	535	NMC701009
DAY 15	333	536	NMC701010
DAY 16	333	537	NMC701011
DAY 17	333	538	NMC701012
DAY 18	333	539	NMC701013
DAY 19	333	540	NMC701014
DAY 20	333	541	NMC701015
DAY 21	333	542	NMC701016
DAY 22	333	543	NMC701017
DAY 23	333	544	NMC701018
DAY 24	333	545	NMC701019
DAY 25	333	546	NMC701020
DAY 26	333	547	NMC701021
DAY 27	333	548	NMC701022
DAY 28	333	549	NMC701023
DAY 29	333	550	NMC701024
DAY 30	333	551	NMC701025
DAY 31	333	552	NMC701026

	County		BLM
Claim Name	Book	Page	Serial No.
DAY 32	333	553	NMC701027
DAY 33	333	554	NMC701028
DAY 34	333	555	NMC701029
DAY 35	333	556	NMC701030
DAY 36	333	557	NMC701031
DAY 37	333	558	NMC701032
DAY 38	333	559	NMC701033
DAY 39	333	560	NMC701034
DAY 40	333	561	NMC701035
DAY 41	333	562	NMC701036
DAY 42	333	563	NMC701037
DAY 43	333	564	NMC701038
DAY 44	333	565	NMC701039
DAY 45	333	566	NMC701040
DAY 46	333	567	NMC701041
DAY 47	333	568	NMC701042
DAY 48	333	569	NMC701043
DAY 49	333	570	NMC701044
DAY 50	341	407	NMC713671
DAY 51	341	408	NMC713672
DAY 52	341	409	NMC713673
DAY 53	341	410	NMC713674
DAY 54	341	411	NMC713675
DAY 55	341	412	NMC713676
DAY 56	341	413	NMC713677
DAY 57	341	414	NMC713678
DAY 58	341	415	NMC713679
DAY 59 (Amended) (Amended)	341 (203) (203)	416 (2215) (2619)	NMC713680
LAM 1	1996	432	NMC730912
LAM 2	1996	433	NMC730913
LAM 3	1996	434	NMC730914
LAM 4	1996	435	NMC730915
LAM 5	1996	436	NMC730916
LAM 6	1996	437	NMC730917

	County		BLM
Claim Name	Book	Page	Serial No.
LAM 7	1996	438	NMC730918
LAM 8	1996	439	NMC730919
LAM 9	1996	440	NMC730920
LAM 10	1996	441	NMC730921
LAM 11	1996	442	NMC730922
LAM 12	1996	443	NMC730923
LAM 13	1996	444	NMC730924
LAM 14	1996	445	NMC730925
LAM 15	1996	446	NMC730926
LAM 16	1996	447	NMC730927
LAM 17	1996	448	NMC730928
LAM 18	1996	449	NMC730929
LAM 19	1996	450	NMC730930
LAM 20	1996	451	NMC730931
LAM 21	1996	452	NMC730932
LAM 22	1996	453	NMC730933
LAM 23	1996	454	NMC730934
LAM 24	1996	455	NMC730935
LAM 25	1996	456	NMC730936
LAM 26	1996	457	NMC730937
LAM 27	1996	458	NMC730938
LAM 28	1996	459	NMC730939
LAM 29	1996	460	NMC730940
LAM 30	1996	461	NMC730941
LAM 31	1996	462	NMC730942
LAM 32	1996	463	NMC730943
LAM 33	1996	464	NMC730944
LAM 34	1996	465	NMC730945
LAM 35	1996	466	NMC730946
LAM 36	1996	467	NMC730947
LAM 37	1996	468	NMC730948
LAM 38	1996	469	NMC730949
LAM 39	1996	470	NMC730950
LAM 40	1996	471	NMC730951
LAM 41	1996	472	NMC730952

	County		BLM
Claim Name	Book	Page	Serial No.
LAM 42	1996	473	NMC730953
LAM 43	1996	474	NMC730954
LAM 44	1996	475	NMC730955
LAM 45 (Amended)	1996 (2003)	476 (2208)	NMC730956
LAM 46	1996	477	NMC730957
LAM 47 (Amended)	1996 (2003)	478 (2209)	NMC730958
LAM 48	1996	479	NMC730959
LAM 49	1996	480	NMC730960
LAM 50	1996	481	NMC730961
LAM 51	1996	482	NMC730962
LAM 52	1996	483	NMC730963
LAM 53	1996	484	NMC730964
LAM 54	1996	485	NMC730965
LAM 55	1996	486	NMC730966
LAM 56	1996	487	NMC730967
LAM 57	1996	488	NMC730968
LAM 58	1996	489	NMC730969
LAM 59	1996	490	NMC730970
LAM 60	1996	491	NMC730971
LAM 61 (Amended)	1996 (2003)	492 (2210)	NMC730972
LAM 62	1996	493	NMC730973
LAM 63 (Amended)	1996 (2003)	494 (2211)	NMC730974
LAM 64	1996	495	NMC730975
LAM 65 (Amended)	1996 (2003)	496 (2212)	NMC730976
LAM 66	1996	497	NMC730977
LAM 67	1996	498	NMC730978
LAM 68	1996	499	NMC730979
LAM 69	1996	500	NMC730980
LAM 70	1996	501	NMC730981
LAM 71 (Amended)	1996 (2003)	502 (2213)	NMC730982
LAM 72	1996	503	NMC730983

	County		BLM
Claim Name	Book	Page	Serial No.
LAM 73 (Amended)	1996 (2003)	504 (2214)	NMC730984
LAM 74	1996	505	NMC730985
LAM 75	1996	506	NMC730986
LAM 80	1996	511	NMC730991
LAM 82	1996	513	NMC730993
LAM 84	1996	515	NMC730995
LAM 85	1996	516	NMC730996
LAM 86	1996	517	NMC730997
LAM 87	1996	518	NMC730998
LAM 88	1996	519	NMC730999
LAM 89	1996	520	NMC731000
NEW ALMA	83	348	NMC75273
VIRGINIA	83	347	NMC75274
MORNING	83	350	NMC75275
MORNING STAR	83	345	NMC75276
NEW EVENING	83	346	NMC75277
NEW SNOWSTORM (Amended)	83 (326)	349 (611)	NMC75278
LAM 76	1997	5154	NMC771939
LAM 77	1997	5155	NMC771940
LAM 78	1997	5156	NMC771941
LAM 79	1997	5157	NMC771942
LAM 81	1997	5158	NMC771943
LAM 83	1997	5159	NMC771944
YORK #1	1998	492	NMC787346
YORK #2	1998	493	NMC787347
YORK #3	1998	494	NMC787348
YORK #4	1998	495	NMC787349
YORK #5	1998	496	NMC787350

Total of 227 unpatented mining claims.

(Dune)

The following three hundred and ninety-four (394) unpatented mining claims situated in Humboldt County, Nevada:

	County		BLM
Claim Name	Book	Page	Serial No
BLUE NO. 982	2010	3578	NMC1024274
BLUE NO. 983	2010	3579	NMC1024275
BLUE NO. 984	2010	3580	NMC1024276
BLUE NO. 985	2010	3581	NMC1024277
BLUE NO. 986	2010	3582	NMC1024278
BLUE NO. 987	2010	3583	NMC1024279
BLUE NO. 988	2010	3584	NMC1024280
BLUE NO. 989	2010	3585	NMC1024281
BLUE NO. 990	2010	3586	NMC1024282
BLUE NO. 991	2010	3587	NMC1024283
BLUE NO. 992	2010	3588	NMC1024284
BLUE NO. 993	2010	3589	NMC1024285
BLUE NO. 994	2010	3590	NMC1024286
BLUE NO. 995	2010	3591	NMC1024287
BLUE NO. 996	2010	3592	NMC1024288
BLUE NO. 997	2010	3593	NMC1024289
BLUE NO. 928	2010	6472	NMC1029648
BLUE NO. 929	2010	6473	NMC1029649
BLUE NO. 930	2010	6474	NMC1029650
BLUE NO. 931	2010	6475	NMC1029651
BLUE NO. 932	2010	6476	NMC1029652
BLUE NO. 933	2010	6477	NMC1029653
BLUE NO. 934	2010	6478	NMC1029654
BLUE NO. 935	2010	6479	NMC1029655
BLUE NO. 936	2010	6480	NMC1029656
BLUE NO. 937	2010	6481	NMC1029657
BLUE NO. 938	2010	6482	NMC1029658
BLUE NO. 939	2010	6483	NMC1029659
BLUE NO. 940	2010	6484	NMC1029660
BLUE NO. 941	2010	6485	NMC1029661

	County		BLM
Claim Name	Book	Page	Serial No
BLUE NO. 942	2010	6486	NMC1029662
BLUE NO. 943	2010	6487	NMC1029663
BLUE NO. 944	2010	6488	NMC1029664
BLUE NO. 945	2010	6489	NMC1029665
BLUE NO. 946	2010	6490	NMC1029666
BLUE NO. 947	2010	6491	NMC1029667
BLUE NO. 948	2010	6492	NMC1029668
BLUE NO. 949	2010	6493	NMC1029669
BLUE NO. 950	2010	6494	NMC1029670
BLUE NO. 951	2010	6495	NMC1029671
BLUE NO. 952	2010	6496	NMC1029672
BLUE NO. 953	2010	6497	NMC1029673
BLUE NO. 954	2010	6498	NMC1029674
BLUE NO. 955	2010	6499	NMC1029675
BLUE NO. 956	2010	6500	NMC1029676
BLUE NO. 957	2010	6501	NMC1029677
BLUE NO. 958	2010	6502	NMC1029678
BLUE NO. 959	2010	6503	NMC1029679
BLUE NO. 960	2010	6504	NMC1029680
BLUE NO. 961	2010	6505	NMC1029681
BLUE NO. 962	2010	6506	NMC1029682
BLUE NO. 963	2010	6507	NMC1029683
BLUE NO. 2000	2010	6508	NMC1029684
BLUE NO. 2001	2010	6509	NMC1029685
BLUE NO. 2002	2010	6510	NMC1029686
BLUE NO. 2003	2010	6511	NMC1029687
BLUE NO. 2004	2010	6512	NMC1029688
BLUE NO. 2005	2010	6513	NMC1029689
BLUE NO. 2006	2010	6514	NMC1029690
BLUE NO. 2007	2010	6515	NMC1029691
BLUE NO. 2008	2010	6516	NMC1029692
BLUE NO. 2009	2010	6517	NMC1029693
BLUE NO. 2010	2010	6518	NMC1029694
BLUE NO. 2011	2010	6519	NMC1029695
BLUE NO. 2012	2010	6520	NMC1029696

	County		BLM
Claim Name	Book	Page	Serial No
BLUE NO. 2013	2010	6521	NMC1029697
BLUE NO. 2014	2010	6522	NMC1029698
BLUE NO. 2015	2010	6523	NMC1029699
BLUE NO. 2016	2010	6524	NMC1029700
BLUE NO. 2017	2010	6525	NMC1029701
BLUE NO. 2018	2010	6526	NMC1029702
BLUE NO. 2019	2010	6527	NMC1029703
BLUE NO. 2020	2010	6528	NMC1029704
BLUE NO. 2021	2010	6529	NMC1029705
BLUE NO. 2022	2010	6530	NMC1029706
BLUE NO. 2023	2010	6531	NMC1029707
BLUE NO. 2024	2010	6532	NMC1029708
BLUE NO. 2025	2010	6533	NMC1029709
BLUE NO. 2026	2010	6534	NMC1029710
BLUE NO. 2027	2010	6535	NMC1029711