--  First Quantum to invest C$3.8 million in Zincore via private placement
    at C$0.20 per share 
--  Zincore will conduct a regional exploration program on its concessions
    using a minimum of 60% of these private placement funds, including a
    minimum of US$1 million in the 12 months following closing of the
    private placement 
--  First Quantum will have the right to nominate one representative to
    Zincore's board of directors

--  First and Second Earn-Ins: First Quantum commits to spend US$3 million
    at Dolores within one year of signing a formal agreement (to be signed
    within 60 days of the date of the MOU) (the "Formal Agreement Date") to
    earn an unvested 30% interest in Dolores 
    --  30% interest will vest if First Quantum provides written notice (the
        "Vesting Notice") within 60 days of the first anniversary of the
        Formal Agreement Date that it will commit to spend an additional
        US$5 million (the "Second Earn-In") within 18 months of the Vesting
        Notice 
    --  Zincore will be the operator until First Quantum has fulfilled the
        requirements of the Second Earn-In with oversight from First Quantum
        by way of a technical committee 
--  Third Earn-In: First Quantum can earn an additional 9.9% in Dolores by
    producing a NI-43-101 compliant Indicated resource estimate (and
    associated technical report) of more than one million tonnes of
    contained copper at a 0.20% cut-off grade within three years following
    the Vesting Notice 
--  Fourth Earn-In: First Quantum will have the option to earn an additional
    10% of Dolores by providing within four years of the Vesting Notice
    studies in sufficient detail that under industry customs a fully
    informed construction decision can be made 
--  Fifth Earn-In: First Quantum can acquire an additional 10% interest in
    Dolores provided that commercial production at Dolores commences within
    96 months of the Formal Agreement Date. First Quantum will be
    responsible for funding all costs associated with construction of a mine
    and bringing the Dolores Area to commercial production including
    Zincore's share of capital expenditures for construction