Fancamp Announces Joint Venture with Platinex Inc. to Develop Ontario Gold Assets - Seite 2

Shareholders' Agreement

• Platinex and Fancamp will enter into a shareholders' agreement with respect to their respective interests in the share capital of Goldco (the "Shareholders' Agreement").
• Platinex will serve as the initial operator in respect of the mining activities to be conducted by Goldco.
• Fancamp shall contribute $130,000 to Goldco in respect of the right and option to earn into the Shining Tree Gold Project in the Abitibi region of Ontario (the "Fancamp Financing) to be used to advance the Initial Exploration Program.
• Platinex shall contribute a minimum of $940,000 to Goldco in respect of Goldco’s operation.
• Goldco will engage in an initial exploration program of approximately $ 1.1 million (the "Initial Exploration Program").
• Within 60 days from completion of the Initial Exploration Program, Platinex as Operator shall submit an exploration program (the "Phase II Exploration Program") to be approved by the Technical Committee and the Board of Directors of Goldco.
• Fancamp will have the option (the "Option") to increase its interest in the share capital of Goldco to hold 50% of the issued and outstanding shares of Goldco, which may be exercised over a two-year period commencing on the date of approval of a Phase II Exploration Program, by making a cash payment to Goldco of $1,500,000 to be used for and to continue the exploration activities of Goldco. Upon reaching a shareholding of 50% in Goldco, Fancamp will assume the role of the Operator of Goldco.
  

Investment in Platinex

• Platinex and Fancamp will enter into a subscription agreement whereby Fancamp will purchase a certain number of shares representing approximately 9.5% of the issued and outstanding shares of Platinex on a non-diluted basis (the "Platinex Financing").
• Each Unit shall consist of one common share of Platinex and one-half of a common share purchase warrant (each whole warrant, a "Warrant"), entitling Fancamp to acquire one additional common share of Platinex at an exercise price of $0.055 for a period of 60 months from issuance.
• Fancamp shall have the right to nominate one director to the Board of Directors of Platinex, subject to Fancamp continuing to hold not less than 7.5% of the issued and outstanding shares of Platinex, on a non-diluted basis.
• Fancamp will be granted anti-dilution rights to participate in future Platinex equity financings to purchase up to its proportionate share of such shares for terms as favorable to Fancamp as the price and terms provided to other subscribers in such financings.
• Fancamp will be restricted from acquiring more than 9.5% of the outstanding shares of Platinex on an undiluted basis (not including the exercise of Warrants).