Overview of Exploration Agreements

This paper looks briefly at some of the agreements and types of royalties that may be met during exploration activities, but does not go into details relating to them. Agreements can either make or break a deal or relationship. A well drafted, comprehensive and fair agreement can create good relations and trust among the parties and will go a long way towards making a deal work. In the best of all worlds the agreement will be put away and not need to be referred to after it has been signed (but it will be there if needed to sort out potential problems). On the other hand, a poorly drafted agreement or one that is inappropriate to the circumstances or unfair to one of the parties can break a deal and end up with the parties facing each other in that expensive, unproductive and time-consuming occupation ? a lawsuit. Accordingly, it is advisable to involve professional advisers with any agreement. The straightforward one may involve no more that a read through whereas the more complex agreement will require considerable involvement. There is, however, one rule for every explorationist to remember: a professional adviser is only an adviser. His responsibility is to make sure that you have the necessary information to make a reasoned decision but the decision is yours, not the adviser?s. It is your deal, you are going to have to live with it, and it is inappropriate for an adviser to introduce new concepts or amend negotiated ones without your specific instructions. Mineral exploration agreements, although basically option, acquisition and joint participation agreements, come in all the shapes and forms, appropriate to give effect to the endless variety of deals negotiated by the ever-active minds of explorationists. You will note the reference to "joint participation agreements" rather than "joint venture agreements". The latter term was purposely avoided because, with the current activity of explorationists from common law jurisdictions in civil law jurisdictions, it has become necessary for the explorationist to become familiar with corporations and shareholders agreements. As most of you are no doubt aware, under the civil law system a joint venture is normally not recognized as a legal entity and, therefore, joint participation in projects is usually by way of corporations.