Is there any risk associated with the terms of these contracts? For the operations and maintenance agreement i think a tolling arrangement would be appropriate.

ConcessionAgreement

Undertheagreed termsoftheConcessionAgreement,theCommercialOperationsDateisrequired to occur within 40 months following execution of the Concession Agreement.The terms of thedraft Concession Agreement have been fully negotiated and agreed by the Sponsors and YMAD,subjecttodemonstrationbytheSponsors ofadequatefunding toachievetheCommercialOperationsDate.Immediatelyfollowingfinancialclosingandinitialfunding ofthefinancing,theConcession Agreement will be submitted for final approval of the Argentine Ministry of Mines,which has committed to complete its review and approval process within 30 days. In order tomaximize the benefitofthe40-monthconstructionperiod,the partieswillnotexecute theConcession Agreement until the approval of the Argentine Ministry of Mines has been obtained.The Concession Agreement will be governed by Argentine law and subject to the jurisdiction ofthecourts ofArgentina.

Royalty payments to Catamarca province will commence upon the Commercial Operations Dateand,inaddition,YMADwillbeentitledtoa20%shareofthenet(aftertaxandexpenses)miningprofitsonceprojectcapital(bothdebt andequity)plusinteresthasbeenrepaid.Inadditiontothemining rights and leasehold interest, the Concession Agreement will provide for (i) stabilizationofprovincialandnationaltaxesapplicabletotheminingoperationforatermof12yearsfromtheexecution of the Concession Agreement, (ii) an agreement to pay damages equal to the appraisedfair market value of the mining operation and mineral rights (but at least equal to the amount ofanyfinaljudgmentrendered inrespectoftheinitial debtfinancingoftheProject)intheeventofatakingbythegovernmentpursuanttoeminent domainorsimilar proceedings,and(iii)issuanceof

a variety of provincial permits related to construction and operation of the mine, including allenvironmental permits necessary under Argentine law for the mine operation and slurry pipeline.The Concession Agreement requires that a portion of the mine's copper output be sold to anexisting Argentine smelter (so long as such smelter is operating) for the first 7 years of operation, resultinginapproximately10%ofgrossrevenuesexpected tobepaidinArgentinePesos.

Slurry PipelineContract

TechintEngineeringandConstruction("Techint")thelargestconstructionconglomerateinArgentina,willenterintoaturnkey constructioncontractwithMagnificorelated totheconstructionoftheslurry pipeline.UnderthetermsoftheSlurryPipelineContract,Techintagrees(1)todesign,engineer,constructandtestthepipelinebytheScheduledPipelineCompletionDate,(2)toafixed price of $375 million and (3) to provide a performance and throughput guarantee with respect tothe concentrate to be carried by the pipeline of up to 12,000 tons per month.Magnifico remainsresponsible for any changes to the proposed final route of the pipeline (in respect of whichMagnifico has commissioned a leading surveyor to conduct a final survey prior to financial closingand expects that all real estate rights will be acquired by that time), but Techint otherwise agreesto pay (1) liquidated damages for a period of up to 9 months after the Scheduled PipelineCompletionDate,ifthepipelineisnotcompleted,successfullytestedandfullyoperationalbythatdate and (2) damages equal to the full contract price if the slurry pipeline is not fully operationalandsuccessfullytested bytheendofthat9-monthperiod.

MineConstructionContracts

Magnifico will enter into a series of construction contracts on a "cost plus" basis with affiliates ofBechtel and Hyundai Corporation for the construction of the mining facilities, including crushingandprocessingfacilities(butexcludingtheslurrypipeline, whichiscovered bytheSlurryPipelineContract).Theconstructionbudgetandsources andusesoffundsprovidefora20%contingencyin excess of the anticipated costs of each of the construction contracts.Hyundai is also expectedto act as the contractor of the smelter at the mine site on a similar basis following completion ofthefeasibilitystudy.

CompletionGuarantee

Because of the "cost plus" nature of the Mine Construction Contracts, AussieCo, JTI, CanCoLatamandNGExwillenterintoacompletionguaranteeagreementwithMagnificoandtheLenders atfinancialclosing inwhichtheywillseverallyguarantee(proportionallyinaccordancewiththeirrespective ownership interests in Magnifico) the completion of the Project.Under the terms of theCompletionGuarantee,eachSponsorwillagreetopaytheirproportionalshareof theoutstandingproject indebtedness on the date 40 months after execution of the Concession Agreement if theProjectfailstoachieve theCommercialOperationDatebythattime,unless suchfailureisaresult of delay in the completion of the slurry pipeline (which is covered by the turnkey Slurry PipelineContract) or a result of the occurrence of a political risk event covered by the EDC or MIGApoliticalriskinsurancepolicies.

CopperSalesAgreements

JTI will enter into two copper sales arrangements with Magnifico, a concentrate sales agreementandacoppercathode salesagreement.

The concentrate sales agreement will have a term commencing on the Commercial OperationsDate of the Project and expiring 90 months later (when the construction of the new smelter at theProjectisexpectedtobecompleted).Underthetermsoftheconcentratesales agreement,JTIwillpurchase all copper concentrate delivered by the Project to the ship loading facility at Rosario(other than concentrate that is taken by B.A. Smelting S.A., as described below).There is nominimum or maximum quantity of concentrate required to be delivered, provided that it will be adefault and JTI will have the ability to terminate the concentrate sales agreement if the Projectdoes not deliver to Rosario in the 90 days following the Commercial Operations Date, and in anyeventonorpriortoMay31,2026,forsubsequentdeliverytoJTIandB.A.Smelting,anaggregateamount of copper concentrate equal to 30,000 tons.JTI will purchase the copper concentrate fora price equal to the monthly global market index price for copper concentrate, minus a 10%discount, provided that the price to be paid will never fall below the agreed "floor price" set forthintheconcentratesalesagreementregardlessofthemarketindexprice.

Thecoppercathodessalesagreementwillcommenceonthedate90monthsaftertheCommercialOperationsDate(uponexpirationoftheconcentratesalesagreement)andendonthe14^thanniversary of the financial closing date.JTI will purchase all copper cathode produced by theProject, so long as suchcathode isat least95% pure and meets the requirements for copper cathodeof the London Metals Exchange. There are no minimum or maximum quantities and JTI will beresponsiblefortakingandarrangingtransportofthecathodefromthesmelterattheminesite.JTIwill purchase the copper cathode for a price equal to the monthly global market index price forcoppercathode, minusa2%discountandthecostoftransport(asreasonablydeterminedbyJTI).

B.A. Smelting S.A., which operates a smelter on the outskirts of Buenos Aires, will enter into aconcentrate sales agreement with the Project providing for the sale to B.A. Smelting of copperconcentrate in the amount of 800 tons per month. Concentrate will be delivered to B.A. Smeltingat the ship loading facility at Rosario. The smelter suspended operations in 2009 at the height ofthe global financial crisis, but a consortium of Argentine businessmen has borrowed sufficientfundstorestart thesmelterwithaminimal equityinvestmentbaseduponthecertaintyofconcentrate supply from the Project.The concentrate sales agreement with B.A. Smelting willhavethesameterm(90monthsfromtheCommercialOperationsDate)andpricing(includingthe"floor price") as the BTI concentrate sales agreement, except that payments for concentrate willbe made quarterly in Argentine Pesos based upon the average Dollar to Argentine Peso exchangerateforeachcalendarquarter inwhichsalesofconcentratearemade.

OperationsandMaintenanceAgreement

An affiliate of CanCo (the "Operator") will enter into a 20-year operations and maintenanceagreement with CanCo, providing for the Operator to manage and supervise all operation andmaintenanceactivitiesattheProject inaccordancewithannualconstructionbudgetstobeapprovedannuallybyCanCo'sboardofdirectorsandtheLenders.Approximately90%ofthe

Project's operation and maintenance expenses are expected to be incurred and paid in ArgentinePesos.