THIS AGREEMENT dated the 29th of day September, 2004.
B E T W E E N:
GIBRALTAR MINES LTD., a corporation incorporated pursuant to
the laws of the Province of British Columbia
(hereinafter called the “ Resource Company ”)
WILSHIRE FINANCIAL SERVICES INC . , a corporation
incorporated pursuant to the laws of the Province of Alberta
(hereinafter called the “ Wilshire ”)
NOW THEREFORE , in consideration of the mutual covenants and premises contained herein and for other
good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties
hereby agree as follows:
A. Pursuant to the terms of a put/call option agreement (the “ Put/Call Agreement ”), dated June 15, 2004,
as amended September 29, 2004, between Wilshire and Alberta Capital Trust Corporation (“ Alberta
Trust ”), Wilshire has been granted an option to purchase or may be required to purchase certain
indebtedness due and owing to Alberta Trust.
B. Resource Company has agreed to make available to Wilshire a credit facility which may be drawn upon
from time to time to assist Wilshire in satisfying its obligations pursuant to the Put/Call Agreement on the
terms and conditions set out in this Agreement.
1.1 Computation of Time Periods.
In this Agreement, in the computation of periods of time from a specified date to a later specified date,
unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and
“until” each mean “to but excluding”.
1.2 Singular, Plural, etc.
As used herein, each gender shall include all genders, and the singular shall include the plural and the plural
shall include the singular as the context shall require.
Unless otherwise expressly stated, any reference herein to any sum of money shall be construed as a
reference to lawful currency of Canada.