1. Ranked One of the Best Employers in Canada Designing Effective Provisions for Royalties, Revenue Sharing and Equity Provisions Merle Alexander Kitasoo Xaixais, Tsimshian Partner, First Nations Practice Group April 20, 2011

2. 1.How can FNs ensure equity? 2.TOP 5 Equity-Based Tips 3.Questions 4.Closing Remarks

3. HOW FNS ENSURE EQUITY? >Cooperate among ourselves >Share information >Exercise due diligence on Proponent >Foster a resolution-innovative table >Determine Crowns role >Leverage and deliver legal certainty

4. CAN $ ACHIEVE EQUITY? >Yes and no >Avoid single solution – lump sum payment >Do not accept – revenue sharing fulfills all accommodation >Consider all options. >Tie benefits to successful milestones >Exercise due diligence to maximize options >Be innovative and creative

5. Skywalker First Nation vs. Empire Metals >SFN approached by EM during early exploration for a precious metals project. >SFN has exclusive traditional territory – Aboriginal and Treaty rights. >Crown – no clear consultation policy, including no specific resource revenue sharing position. >Minister has publicly taken position that royalty sharing will amount to full economic accommodation.

6. Skywalker First Nation vs. Empire Metals >Shares & Warrants: 50,000 Common, 50,000 Warrants – upon execution of MOU >100,000 Common, 100,000 Warrants upon regulatory milestone – Permit; >Lump Sum Payment – Upon regulatory milestone; >Net Income Share – annual and escalating based on price of precious metal (i.e., 7 % at $20, 8% at $25, 9% at $30, 10% at $35 or above).

7. Skywalker First Nation vs. Empire Metals >Percentage of Exploration/Construction costs (i.e., $1M spent @ 5% = $50,000); >Signing Bonus; >Land use disruption fee; >Construction access fee; >Annual payments.

8. QUESTIONS?