15.1 uses the words "definitive option joint venture agreement" and goes on to say the resulting agreement will "embody all of the terms and conditions of this agreement" and finally it will "replace and supercede this agreement"

Here again we are in the thicket of determining intent based on 10 year old language

And I don't think we can emphasize enough that this agreement was prepared by attorneys and executives working for Teck Cominco, if they disagree with any of the language, they need to refer to their folks

So what would be the reason for wrapping up the Schaft Creek Property Acquisition Agreement with this language?

My thinking would run this way

The Agreement of necessity was open to interpretation since nobody knew what, if anything would materialize along the lines of defining a mine

It was somewhat open ended based on Salazar successfully funding an exploration and then generating results sufficient to meet the predefined BFS conditions that would meet the goals specified

Since the people who drew up this agreement were obviously conversant with all of the provisions contained, they would have been aware of the 120 back in mechanics and would know that the 60 day requirement might preceed the final back in decision

So what was the intent

First for 15.1 to become effective, a successful BFS would need to have been delivered..since that is the event that triggered the clause

So my take is that they anticipated a need to take out the existing agreement, which was riddled with what-ifs concerning potential findings, grades and sizes and narrow the objectives, recognizing whatever might actually have been found and defined in the contemplated BFS in order to normalize the relationship going forward

They also would have been aware of any potentially onerous terms that might apply from underlying agreements that could rise to impact the potential project going forward

The 4 years to production issue comes to mind

I believe they wanted to get these issues pinned down, probably commensurate with or even before the back-in election, if any, was determined

So the parties pre-agreed to agree on resolving these issues, within 60 days of delivery of the BFS

That language is crystal clear, even if the reasons for doing so are not obvious

I would suggest the language in Paragraph 9, Joint Venture Upon Teck Earning an Interest, would have had the parties operating under the original agreement, which was unsuitable for defining the relationship that would need to be in force until Teck earned that interest, only after the substantial expenditures on mine development that would be needed to earn back

There was lack of comfort in proceeding with the potential ambiguities in the original agreement so they elected to redraw it, by agreement

Now we find our folks not thinking there is any need to do this until or unless Teck makes their election

I disagree

We continue to forfeit our negotiating leverage by failing to comply with the agreed terms of our contract