Yes you are correct, it's a right of first offer....but the text of my question still stands. Here's the relevant section of the JV.

23.3 Right of First Offer. Copper Fox will, prior to selling or disposing of all or any

portion of its Interest, first offer to sell the Interest to Teck for cash consideration

and upon such other terms and conditions as Copper Fox deems fit. Copper Fox

may not transfer, convey, assign, mortgage or grant an option of an Interest

unless a proportionate Interest in the Direct Interest, Indirect Interest, Property,

00234465.5 32

Assets and any Mine and this Agreement are to be transferred, conveyed,

assigned, mortgaged or optioned together. Teck shall be entitled to elect, upon

notice to Copper Fox, within 60 days of its offer, to purchase the Interest to be

disposed of for price and on the terms set out in Copper Fox’s offer, in which

case the closing of the sale and purchase shall take place at a mutually

agreeable time and place within 60 days of Teck's election to purchase. If, within

60 days of Copper Fox’s offer to sell, Teck elects not to purchase the Interest for

the price upon those terms and conditions Copper Fox will be free to dispose of

that Interest to a third party at any time within six months of the expiry of the time

for Teck to make an election but only for a cash consideration equal to or greater

than the cash consideration stated in Copper Fox's offer to sell to Teck, and upon

no more favourable terms and conditions as the offer to sell to Teck, provided,

however, that the sale of the Interest to the third party shall be subject to the third

party entering into an agreement with Teck whereby it agrees to be bound by the

provisions of this Agreement (including, but not limited to, the restrictions on

alienation that Copper Fox is subject to). Any Interest not disposed of by Teck as

aforesaid will remain subject to the provisions of this subsection.