JOINT VENTURE TERMINATION AGREEMENT - sedar push

JOINT VENTURE TERMINATION AGREEMENT between

DIAQUEM INC. SOQUEM INC. INVESTISSEMENT QU?BEC

and STORNOWAY DIAMOND CORPORATION

ASHTON MINING OF CANADA INC. STORNOWAY DIAMONDS (CANADA) INC.

Dated: April 1, 2011

DOCSMTL: 4129801\7

THIS JOINT VENTURE TERMINATION AGREEMENT is made as of 8:00 a.m. (Eastern Standard Time) on April 1, 2011.

BETWEEN:

DIAQUEM INC.

("Diaquem")

AND:

SOQUEM INC.

("Soquem")

AND:

INVESTISSEMENT QU?BEC

("IQ")

AND:

STORNOWAY DIAMOND CORPORATION

("Stornoway")

AND:

ASHTON MINING OF CANADA INC.

("Ashton Mining")

AND:

STORNOWAY DIAMONDS (CANADA) INC.

("SDCI")

RECITALS

A. Diaquem, an indirect wholly-owned indirect subsidiary of IQ, and SDCI, an indirect wholly-owned subsidiary of Stornoway, are parties to the JV Letter Agreement (as defined below);

B. Each of Diaquem and SDCI holds a 50% beneficial ownership interest in the Joint Venture (as defined below);

C. Pursuant to the Acquisition and Exchange Agreement (as defined below), Diaquem has agreed to sell, and Stornoway has agreed to purchase, the Acquired Interest (as defined below) on the terms and conditions set forth in the Acquisition and Exchange Agreement (the "Transaction");

D. Diaquem, Soquem, Ashton Mining and Stornoway are parties to the January 2007 Amendment and certain other agreements forming part of the JV Letter Agreement (as defined below); and

E. The Acquisition and Exchange Agreement provides that prior to the completion of the Transaction the parties are to enter into this Agreement terminating the Joint Venture and the JV Letter Agreement.

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THIS AGREEMENT WITNESSES THAT in consideration of, among other things, the mutual promises contained in this Agreement, the Parties agree as follows:

ARTICLE I ? DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless the context otherwise requires, in this Agreement:

"Accounts" means all expenditures incurred by Stornoway on behalf of the Joint Venture prior to its termination (including charges and overhead fees charged to the joint account of the Joint Venture) in accordance with the 2010-2011 Programs, the 2010-2011 Budgets, the Protocols (as such terms are defined in the JV Resolution) and the terms and conditions of the JV Resolution and any subsequent resolution approved by the Management Committee;

"Acquired Interest" means the ownership interest held by Diaquem in the JV Property which, as of the date hereof, consists of a 50% undivided beneficial ownership interest in the JV Property;

"Acquisition and Exchange Agreement" means the acquisition and exchange agreement made as of December 14, 2010 between Diaquem and Stornoway, as amended on February 8, 2011;

"Adjustment Date" means the date which is ninety (90) days after the Closing Date;

"Agreement" means this agreement, including any schedule or annex hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

"Business Day" means a day that is not a Saturday, Sunday or any other day on which the principal chartered banks located in Montr?al, Quebec or Vancouver, British Columbia are not open for business during normal banking hours;

"Claim" means, in relation to a Party, a demand, claim, action or proceeding made or brought by or against the Party, however arising and whether present, unascertained, immediate, future or contingent;

"Closing Date" shall have the meaning set forth in the Acquisition and Exchange Agreement;

"Diamonds" means diamonds and other gemstones associated with kimberlite, but expressly excludes other Minerals;

"Governmental Agency" means (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board or authority of any of the foregoing, (c) any quasigovernmental or private body, including any tribunal, commission, regulatory agency or selfregulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including the TSX;

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"including" means including without limitation;

"Indemnified Persons" means IQ, Soquem, Diaquem and their respective Personnel;

"Indemnifying Persons" means Stornoway, Ashton Mining and SDCI;

"January 2007 Amendment" means the letter agreement made effective as at January 1, 2007 among Diaquem, Soquem, SDCI and Ashton Mining amending the JV Letter Agreement;

"Joint Venture" means the joint venture established under the JV Letter Agreement;

"JV Letter Agreement" means the letter agreement dated March 14, 1996 and effective March 1, 1996, among the predecessors-in-interest to SDCI and Diaquem relating to the exploration of diamonds in an area of mutual interest in the Ungava region of the Province of Quebec, as amended and supplemented by (i) a letter agreement dated June 21, 2001, (ii) a letter agreement dated June 1, 2006 and (iii) the January 2007 Amendment;

"JV Mining Titles" means the Mining Titles described in Schedule A hereto;

"JV Property" means the property of the Joint Venture which consists of (a) the JV Mining Titles; and (b) the real and personal movable and immovable, tangible and intangible assets of the Joint Venture, including deposits, pre-paid expenses and accounts receivable of the Joint Venture and Minerals found in or on the property or land covered by the JV Mining Titles (irrespective of the current location of such Minerals), including those held as inventory;

"JV Resolution" means the written resolution of the Management Committee executed on July 21, 2010 but made effective as of January 1, 2010;

"Laws" means any law, code, act, regulation, by-law, decree and order (including any regulation and order thereunder), policy and guideline, or decision, ruling and judgment, of any Governmental Agency having jurisdiction and which is binding on the relevant Person or Persons referred to in the context where such word is used;

"Losses" means any Claim debt, obligation, liability, loss, expense, charge, cost or damage of any kind and however arising, including penalties, fines and interest (including costs of investigation and defence and all reasonable legal and other professional fees) and including those which are prospective or contingent and those the amount of which is not ascertained or ascertainable;

"Management Committee" means the management committee established pursuant to the JV Letter Agreement;

"Minerals" means any:

(i) Diamonds; and

(ii) minerals, whether metallic or non-metallic, precious or base metals (including ores and concentrates derived therefrom) that may be lawfully explored for, mined and sold, but expressly excludes petroleum, natural gas and brine;

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"Mining Title" means any mineral title in any form whatsoever (including mineral claims (whether staked or map-designated), mining exploration licenses, mining leases, exploration licenses, leases to mine, mining concession or any other mining right, title or interest issued under the Mining Act, R.S.Q., chap. M-13.1) and any mineral title into which any such mining title may converted and any renewals or restaking thereof or substitutions therefor;

"Obligations" shall have the meaning set forth in Section 2.1;

"Parties" means Diaquem, Soquem, IQ, Stornoway, Ashton Mining and SDCI and "Party" means any one of them;

"Person" or "person" includes an individual, a partnership, a limited partnership, a corporation, a trust, a Governmental Agency, an unincorporated organization and any other entity;

"Personnel" means, in relation to a Party, any of its directors, officers, employees, agents, consultants, professional advisers and representatives;

"Petronor Litigation" means the proceeding filed by Petronor Inc. in the Superior Court of Quebec in October 2007 against SDCI and the statement of defence and counterclaim filed by SDCI against such party; and

"Third Party Claim" means any Claim against an Indemnified Person other than a Claim by a Party.

1.2 Interpretation

The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

1.3 Number and Gender

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and forms a part hereof:

Schedule A -

JV Mining Titles

Schedule B -

Representations and Warranties of IQ and Diaquem

Schedule C -

Representations and Warranties of Stornoway and SDCI

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ARTICLE II ? TERMINATION OF JOINT VENTURE

2.1 Termination

With effect as at the time of this Agreement, except as otherwise expressly provided in this Agreement or the Acquisition and Exchange Agreement, all contracts (including the JV Letter Agreement and the JV Resolution), relations, expectations or any other accountability, responsibility, claim, obligation or other matter between the Parties in respect of the Joint Venture (collectively, "Obligations") shall cease, be terminated without recourse and are released, with each of Diaquem and SDCI having a 50% undivided interest in the JV Property.

2.2 Release of IQ, Soquem and Diaquem

Without limiting the generality of section 2.1, except as otherwise expressly provided in this Agreement or the Acquisition and Exchange Agreement, and notwithstanding any other provision to the contrary in the JV Letter Agreement or the JV Resolution, with effect from the time of this Agreement, Stornoway, Ashton Mining and SDCI:

(a) release IQ, Soquem and Diaquem from further performance of their Obligations, excluding any confidentiality obligations thereunder, which shall remain in full force and effect notwithstanding termination of the JV Letter Agreement;

(b) release IQ, Soquem and Diaquem and their respective Personnel from any existing Claims of Stornoway, Ashton Mining and SDCI relating to the Joint Venture; and

(c) agree to release IQ, Soquem and Diaquem and their respective Personnel from any Claims of Stornoway, Ashton Mining and SDCI relating to the Joint Venture which arise after the Closing Date,

which, but for section 2.1 or this section, Stornoway, Ashton Mining or SDCI may have maintained against IQ, Soquem or Diaquem or any of their respective Personnel under, in connection with or incidental to the Joint Venture or the subject matter of the JV Letter Agreement or the JV Resolution. For greater certainty, nothing in this section releases or discharges IQ or Diaquem from any Claims of Stornoway arising as a result of a breach of a covenant, obligation, representation or warranty of IQ or Diaquem under the Acquisition and Exchange Agreement.

2.3 Release of Stornoway, Ashton Mining and SDCI

Without limiting the generality of section 2.1, except as otherwise expressly provided in this Agreement or the Acquisition and Exchange Agreement, and notwithstanding any other provision to the contrary in the JV Letter Agreement or the JV Resolution, with effect from the time of this Agreement, IQ, Soquem and Diaquem:

(a) release each of Stornoway, Ashton Mining and SDCI from performance of its Obligations, excluding any confidentiality obligations thereunder which shall

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remain in full force and effect notwithstanding termination of the JV Letter Agreement;

(b) release Stornoway, Ashton Mining and SDCI and their respective Personnel from any existing Claims of IQ, Soquem and Diaquem relating to the Joint Venture; and

(c) agree to release Stornoway, Ashton Mining and SDCI and their respective Personnel from any Claims of IQ, Soquem and Diaquem relating to the Joint Venture which arise after the Closing Date,

which, but for section 2.1 or this section, IQ, Soquem and Diaquem may have maintained against Stornoway, Ashton Mining or SDCI or any of their respective Personnel under, in connection with or incidental to the Joint Venture, the subject matter of the JV Letter Agreement or the JV Resolution. For greater certainty, nothing in this section releases or discharges Stornoway or SDCI from any Claims of IQ or Diaquem arising as a result of a breach of a covenant, obligation, representation or warranty of Stornoway or SDCI under the Acquisition and Exchange Agreement.

2.4 Survival of Certain Rights and Obligations

Notwithstanding any other provision to the contrary in this Agreement, the JV Letter Agreement, the JV Resolution or the Acquisition and Exchange Agreement:

(a) The rights and Obligations of the Parties set forth in Article 4 of the January 2007 Amendment relating to the "Excluded Properties", the "Metals Properties" and the "NSR Royalty", as each such term is defined in the January 2007 Amendment, shall survive the termination of the Joint Venture and the JV Letter Agreement as contemplated by this Agreement, and such Parties shall remain subject to those rights and Obligations in accordance with their terms.

(b) As at the Adjustment Date, Stornoway shall deliver to IQ and Diaquem a statement setting forth, in reasonable detail, the amount of all Accounts accrued as at the Closing Date, together with the basis of calculation thereof. Stornoway shall provide IQ and Diaquem with additional related information, and any back-up information that may be reasonably requested by IQ or Diaquem. Such statement shall not be final and conclusive until accepted by IQ and Diaquem, acting reasonably. Unless Stornoway is otherwise notified, IQ and Diaquem will be deemed to have accepted the statement within thirty (30) days following the receipt thereof. If the Parties do not agree on the aggregate amount of such Accounts within such thirty (30) day period (or any mutually agreed upon extension thereof), such dispute shall be resolved in accordance with Section 5.2 of this Agreement. Within ten (10) days of final agreement or determination of the aggregate amount of Accounts accrued as at the Closing Date (the "Final Amount"), IQ or Diaquem shall pay to Stornoway, in immediately available funds, 50% of such Final Amount.

(c) IQ or Diaquem shall pay to Stornoway, in immediately available funds, 50% of any net payment (whether by way of damages or otherwise) required to be made

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by Stornoway or one of its subsidiaries in respect of the Petronor Litigation pursuant to final settlement thereof or pursuant to an order or decision rendered by a court of competent jurisdiction in connection with such proceedings (including in respect of the claim by Petronor Inc. and the counterclaim by SDCI), provided that all available rights of appeal have failed or the delays to submit such order or decision to appeal have expired (in each case, a "Final Settlement/Judgement"), within ten (10) Business Days after Stornoway provides to IQ and Diaquem notice of the required amount, including therein and therewith appropriate detail as to the determination of the amount required and a copy of the Final Settlement/Judgement; and

(d) Stornoway shall pay to Diaquem (or as it may direct) in immediately available funds, 50% of any net payment (whether by way of damages or otherwise) received from time to time by Stornoway or any of its subsidiaries in respect of the Petronor Litigation within ten (10) Business Days following such receipt of payment pursuant to a Final Settlement/Judgement. Such payment shall be accompanied by a copy of the Final Settlement/Judgement and appropriate detail as to the determination of the amount payable to Diaquem.

ARTICLE III ? INDEMNIFICATION

3.1 Indemnification by Indemnifying Persons

The Indemnifying Persons shall jointly and severally indemnify and hold harmless each of the Indemnified Persons from and against any Losses suffered by, imposed upon or asserted against any of the Indemnified Persons as a result of, in respect of, connected with, or arising out of any Third Party Claim against any of the Indemnified Persons relating, directly or indirectly, to the Joint Venture or the JV Property, whether the event, matter or circumstance giving rise to the Third Party Claim has arisen prior to, or arises from and after, the date of this Agreement; provided that the indemnification obligations under this section shall not apply in respect of Losses solely resulting from the negligence or wilful misconduct of IQ, Soquem or Diaquem or in respect of any surviving obligations as set forth in section 2.4 of this Agreement.

3.2 Indemnification Procedure

(a) Upon receipt by an Indemnified Person of notice of any proceeding commenced in connection with a Third Party Claim and in respect of which the Indemnified Person proposes to demand indemnification from the Indemnifying Persons, the Indemnified Person must give notice to that effect (setting out full details including details of the facts, circumstances or matters giving rise to the Third Party Claim) to the Indemnifying Persons with reasonable promptness. The failure to give, or delay in giving, such notice will relieve the Indemnifying Persons of their obligations to the extent only of any actual prejudice caused to the Indemnifying Persons by such failure or delay. From the time the Indemnified Person receives notice of the Third Party Claim, the Indemnified Person shall use commercially reasonable efforts to protect its rights and the rights of the Indemnifying Persons in respect of such Third Party Claim.

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