EXECUTION VERSION
SECURITIES EXCHANGE AGREEMENT
WATERTON NEVADA SPLITTER, LLC
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CLOVER NEVADA II LLC
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CARLIN OPPORTUNITIES INC.
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WINWELL VENTURES INC.
December 8, 2016 |
TABLE OF CONTENTS
SECURITIES EXCHANGE AGREEMENT
Schedule | A | Governance and Investor Rights Agreement |
Schedule | B | Carlin Trend Properties |
Schedule | C | Representations and Warranties of the Vendor |
Schedule | D | Representations and Warranties of the RTO Counterparty |
Schedule | E | Representations and Warranties of the Purchaser |
Schedule | F | Preferred Share Terms |
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SECURITIES EXCHANGE AGREEMENT
THIS AGREEMENT made the 8th day of December, 2016,
B E T W E E N :
WATERTON NEVADA SPLITTER, LLC,
a limited liability company existing under the laws of the
State of Nevada
(hereinafter referred to as the "Vendor")
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CLOVER NEVADA II LLC,
a limited liability company existing under the laws
of the State of Nevada
(hereinafter referred to as the "Company")
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CARLIN OPPORTUNITIES INC.,
a corporation existing under the laws of the
Province of British Columbia
(hereinafter referred to as the "RTO Counterparty")
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WINWELL VENTURES INC.,
a company existing under the laws of the Province
of British Columbia
(hereinafter referred to as the "Purchaser")
WHEREAS the Vendor wishes to sell to the Purchaser and the Purchaser wishes to purchase from the Vendor all of the outstanding membership interests of the Company (the "Company Interests"), on the terms and conditions hereinafter set forth;
AND WHEREAS the Company is the owner of certain mining claims and other real property interests in respect of the Carlin Trend Properties (as defined herein), which properties were acquired pursuant to the 363 Order (as defined herein);
AND WHEREAS the Purchaser desires to complete an RTO (as defined herein) with the RTO Counterparty;
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NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 | Definitions |
In this Agreement, the following terms have the following meanings:
"363 Order" means the Order of the United States Bankruptcy Court for the District of Delaware, Case No. 15-10503-MFW, in respect of Allied Nevada Gold Corp., et al. dated June 18, 2015 approving the sale of certain assets, as more particularly set forth therein, and including the asset purchase agreement dated as of April 27, 2015 attached thereto and all schedules, appendixes, exhibits and attachments thereto;
"affiliate" of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly;
"Agents" has the meaning set out in Section 2.5;
"Applicable Laws" means applicable laws, including international, national, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, or other requirements of any Governmental Authority having the force of law;
"Applicable Securities Laws" means the securities legislation in each province and territory of Canada where the Purchaser is a "reporting issuer" at the date hereof, including all rules, regulations, published policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities;
"arm's length investors" means Persons subscribing to the Financings who are neither the Founders nor affiliates or associates of the Founders;
"Arrangement Agreement" means the arrangement agreement dated the date hereof and entered into between the Purchaser and the RTO Counterparty to complete the Plan of Arrangement, in form and substance satisfactory to the Vendor, acting reasonably;
"associate" means, in respect of a relationship with a Person:
(a) | a body corporate of which that Person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent (10%) of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities; |
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(b) | a partner of that Person acting on behalf of the partnership of which they are partners; | |
(c) | a trust or estate or succession in which that Person has a substantial beneficial interest or in respect of which that Person serves as a trustee or liquidator of the succession or in a similar capacity; | |
(d) | a spouse of that Person or an individual who is cohabiting with that Person in a conjugal relationship, having so cohabited for a period of at least one year; | |
(e) | a child of that Person or of the spouse or individual referred to in paragraph (d); | |
(f) | a relative of that Person or of the spouse or individual referred to in paragraph (d),if that relative has the same residence as that Person; and | |
(g) | any other Person with which such Person is not dealing with at arm's length or on arm's length terms; |
"Authorizations" has the meaning set out in Section 7.1(d);
"Books and Records" means the books and records of a party principally relating to such party or any of its Subsidiaries including financial, corporate, operations and sales books and records, sales and purchase records, lists of suppliers and customers, formulae, business reports, and material plans and projections and all other material documents, surveys, plans, files, records, assessments, correspondence, and other material data and information, financial or otherwise, including all material data, information and databases stored on computer-related or other electronic media;
"Board of Directors" means the board of directors of the Resulting Issuer;
"Business Day" means any day, other than a Saturday or Sunday, on which chartered banks in Toronto, Ontario are open for commercial banking business during normal banking hours;
"Canadian Securities Regulatory Authorities" means, collectively, the securities regulatory authority in each province and territory of Canada where the Purchaser is a "reporting issuer" at the date hereof;
"Carlin Trend Properties" means the properties listed on Schedule "B";
"Cash Consideration" has the meaning set out in Section 2.1(b)(ii);
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"Circular'' means the information circular to be prepared and sent to the shareholders of the Purchaser in connection with the Meeting;
"Closing" means the completion of the transactions contemplated by this Agreement;
"Closing Date" means the day that the transactions contemplated herein and the RTO close and all conditions contained in this Agreement have been met or waived, which shall not be prior to the date upon which all Authorizations have been obtained for the transactions described herein, including specifically the approval of the TSXV for the RTO;
"Closing Time" means 12:00 p.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as agreed to by the Vendor and the Purchaser;
"Code" means the United States Internal Revenue Code of 1986, as amended;
"Common Shares" means common shares in the capital stock of the Resulting Issuer;
"Company" has the meaning set out in the recitals;
"Company Assets" means all assets owned by the Company, including the Carlin Trend Properties;
"Company Interests" has the meaning set out in the recitals;
"Contract" means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership or other right or obligation (written or oral) to which a party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject;
"control" means, in respect of:
(a) | a corporation, the ability of a Person or group of Persons acting in concert to influence the manner in which the business of such corporation is carried on, whether as a result of ownership of sufficient voting shares of such corporation to entitle that Person or group of Persons to elect a majority of the directors of such corporation or by contract or otherwise; or | |
(b) | a partnership, trust, syndicate or other entity, actual power or authority to manage and direct the affairs of, or ownership of more than fifty percent (50%) of the transferable beneficial interests in, such entity, |
and the term "controlled" has a corresponding meaning;
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"Cost Advance" means the amount equal to $200,000 paid by or on behalf of the Purchaser to or as directed by the Vendor Parent in accordance with the Term Sheet;
"Distribution" means, in respect of a Person: (a) the declaration or payment of any dividend in cash, securities or property on or in respect of any class of securities of the Person or its Subsidiaries; (b) the purchase, redemption or other retirement of any securities of the Person or its Subsidiaries, directly or indirectly; or (c) any other distribution on or in respect of any class of securities of the Person or its Subsidiaries;
"Employee" means an individual employed by a party or any of its Subsidiaries on a full-time, part-time or temporary basis, including those employees on disability leave, parental leave or other absence;
"Encumbrance" means any pledge, lien (statutory or otherwise), charge, security interest, sublicense (in respect of real property), sublease (in respect of real property), title retention agreement, option, privilege, right of first refusal or first offer, royalty, interest in the production or profits from any asset, back-in rights, earn-in rights, mortgage, hypothec, or other similar interest or instrument charging, or creating a security interest in, or against title, easement, servitude or right-of-way (registered or unregistered) which affects the assets of a Person and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;
"Environmental Laws" means all Applicable Laws, imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (i) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (ii) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances;
"Environmental Permit" means any license, permit, certificate, consent, order, grant, approval, agreement, classification, restriction, registration or other authorization of, from or required by any Governmental Authority with respect to Environmental Laws;
"Environmental Liabilities" means, with respect to any Person, all liabilities, obligations, responsibilities, responses, losses, damages, punitive damages, property damages, consequential damages, treble damages, costs (including control, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs), expenses, fines, penalties and sanctions incurred as a result of or related to any claim, suit, action, administrative or court order, investigation, proceeding or demand by any Person, arising under or related to any Environmental Laws, Environmental Permits, or in connection with any: (a) Release or threatened Release or presence of a Hazardous Substance; (b) tank, drum, pipe or other container that contains or contained a Hazardous Substance; or (c) use, generation, disposal, treatment, processing, recycling, handling, transport, transfer, import, export or sale of Hazardous Substances;
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"Final Order" has the meaning ascribed to such term in the Arrangement Agreement;
"Financings" means financings of the Purchaser or the RTO Counterparty or a wholly-owned subsidiary of a Purchaser Party completed with institutional investors and accredited investors that are arm's length investors by way of one or more private placements of subscription receipts or equity for net proceeds, which together with the net proceeds of the Founders' Financing but, for greater certainty, excluding the net proceeds of the Seed Financing, will aggregate no less than $20 million and up to $30 million;
"Founders" means, collectively, the Founding Directors and the Founding Principals;
"Founders' Financing" means that portion of the Financings completed by the Founders, and affiliates and associates of the Founders, for subscription receipts or equity in an aggregate amount of at least $1,450,000;
"Founding Directors" means each of John Dorward, George Salamis and Mark Wellings;
"Founding Principals" means each of Matthew Lennox-King and Andrew Farncomb;
"Going Public Deadline" has the meaning set out in Section 2.3(b)(i);
"Governmental Authority" means any (i) multinational, federal, provincial, state, regional, municipal, local, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, council, agency board or bureau, domestic or foreign, (ii) any quasi-governmental body exercising any regulatory, administrative, expropriation or Tax Authority under or for the account of any of the foregoing, (iii) any judiciary or quasi-judiciary tribunal, court, mediator or body, (iv) any stock exchange, including the TSXV, or (v) any self-regulatory organization;
"Hazardous Substance" means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law;
"Interim Order" has the meaning ascribed to such term in the Arrangement Agreement;
"Investor Rights Agreement" means the governance and investor rights agreement to be entered into between the Vendor (or its designee), the Resulting Issuer and each of the Founders on the Closing Date in the form attached hereto as Schedule "A";
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"Issuer" or "Resulting Issuer" means the Purchaser following its continuance to Nevada and completion of the RTO and whose Common Shares are to be listed on the TSXV, to be renamed "Contact Gold Corp.", or such other name as determined by the directors of the Purchaser (which name shall not incorporate or use the names "Waterton", "Clover" or the names of any other entities owned, controlled by, or under common control with the Vendor Parent);
"Issuer Directors" means the duly appointed or elected directors of the Resulting Issuer from time to time;
"Issuer Shares" means, collectively, the Common Shares and the Preferred Shares;
"knowledge" means such knowledge as a Party would have after due inquiry of the matter in question;
"List" means the United States Environmental Protection Agency's National Priorities List (NPL) of Hazardous Substance Sites or CERCLA Information System (CERCLIS), or any similar lists of environmental sites maintained by a state or local Governmental Authority;
"Losses" means, in respect of any matter, all claims, demands, proceedings, losses, damages, liabilities, deficiencies, fines, costs and expenses (including all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement);
"Management Agreement" means the management agreement between the Purchaser and Pemcorp Management Inc. dated December 19, 2005 with respect to the provision of consulting and administrative services;
"Material Adverse Change" means in respect of any party, any one or more changes, effects, events, occurrences, circumstances or states of fact, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of such party and its Subsidiaries, taken as a whole, other than changes, effects, events, occurrences, circumstances or states of fact resulting from: (a) changes affecting the global mining industry generally; (b) any changes in the market price of gold; (c) general political, economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (d) the commencement or continuation of any war, armed hostilities or acts of terrorism; or (e) any change in Applicable Law; provided, however, that with respect to clauses (a), (b), (c), (d) and (e), such changes do not relate primarily to such party and its Subsidiaries, taken as a whole, or do not have a materially disproportionate effect on such party and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the gold mining industry;
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"Meeting" has the meaning set out in Section 6.1(a);
"NI 43-101" means National Instrument 43-101 -Standards of Disclosure for Mineral Projects;
"NI 52-110" means National Instrument 52-110 -Audit Committees;
"Notices" has the meaning set out in Section 9.1;
"Order" means any order, injunction, judgment, administrative complaint, decree, ruling, award, assessment, direction, instruction, penalty or sanction issued, filed or imposed by any Governmental Authority or arbitrator;
"Payment Shares" has the meaning set out in Section 2.1(b)(i);
"Permit" means any license, permit, certificate, consent, order, grant, approval, agreement, classification, restriction, registration or other authorization of, from or required by any Governmental Authority;
"Permitted Encumbrance" means:
(a) | undetermined or inchoate Encumbrances and charges incidental to construction, maintenance or operations or otherwise relating to the ordinary course of business which have not at the time been filed pursuant to Applicable Law; | |
(b) | Encumbrances for taxes and assessments for the then current year, Encumbrances for taxes and assessments not at the time overdue, Encumbrances securing worker's compensation assessments and Encumbrances for specified taxes and assessments which are overdue (and which have been disclosed to the other parties to this Agreement) but the validity of which is being contested at the time in good faith, if the Person shall have made on its books provision reasonably deemed by it to be adequate therefor; | |
(c) | cash or governmental obligations deposited in the ordinary course of business in connection with contracts, bids, tenders or to secure worker's compensation, unemployment insurance, surety or appeal bonds, costs of litigation, when required by Applicable Law, public and statutory obligations, Encumbrances or claims incidental to current construction, and mechanics', warehousemen's, carriers' and other similar Encumbrances; and | |
(d) | all rights reserved to or vested in any governmental body by the terms of any lease, licence, franchise, grant or permit held by it or by any statutory provision to terminate any such lease, licence, franchise, grant or permit or to require annual or periodic payments as a condition of the continuance thereof or to distrain against or to obtain an Encumbrance on any of its property or assets in the event of failure to make such annual or other periodic payments; |
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and, in respect of the Company, "Permitted Encumbrance" shall also include all "Permitted Liens" as defined in the 363 Order (except item (d) in the definition of Permitted Liens, which shall not be a Permitted Encumbrance hereunder) and all Encumbrances set forth in the title report on the Pony Creek property delivered pursuant to Section 2.8(f);
"Person" means any individual, sole proprietorship, partnership, firm, entity, joint venture, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;
"Plan of Arrangement" means the plan of arrangement to be completed by the Purchaser and the RTO Counterparty pursuant to Section 288 of theBusiness Corporations Act (British Columbia) and set out as Schedule "A" to the Arrangement Agreement;
"Preferred Shares" means the Class A Preferred Shares in the capital of the Resulting Issuer having the terms and conditions set out in Schedule "F";
"Purchaser Assets" means all assets owned by the Purchaser;
"Purchaser Parties" means, collectively, the Purchaser and the RTO Counterparty;
"Purchaser Public Documents" means all forms, reports, schedules, statements and other documents filed by the Purchaser on SEDAR pursuant to National Instrument 51-102 –Continuous Disclosure Obligations under Applicable Securities Laws, and including all news releases, financial statements, management's discussion and analysis, material change reports, information circulars and other continuous disclosure documents;
"Purchaser Shares" means the common shares in the capital of the Purchaser;
"Release" means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Substance in the indoor or outdoor environment, including the movement of Hazardous Substance through or in the air, soil, surface water, ground water or property;
"RTO" means the Reverse Takeover (as such term is defined in TSXV Policy 5.2) of the Purchaser by the RTO Counterparty to form the Resulting Issuer and effect the Stock Exchange Listing;
"RTO Counterparty" has the meaning set out in the recitals;
"RTO Counterparty Shares" means the common shares in the capital of the RTO Counterparty;
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"Seed Financing" means a private placement seed financing of the RTO Counterparty for aggregate gross proceeds of up to approximately $1 million;
"Stock Exchange Listing" has the meaning set out in Section 7.1(c);
"Subsidiaries" with respect to a Person means, at the time such determination is being made, any other Person controlled by such first Person, in each case, whether directly or indirectly;
"Tax Authority" means the United States Internal Revenue Service, Canada Revenue Agency, and any other national, state, local, provincial, territorial or other Governmental Authority responsible for the administration, implementation, assessment, determination, enforcement, compliance, collection or other imposition of any Taxes;
"Tax Returns" means any and all returns, reports, information, rebates or credits, elections, designations, schedules, filings or other documents (including any related or supporting information) relating to Taxes filed or required to be filed by any Tax Authority or pursuant to any Applicable Law relating to Taxes or in fact filed with any Tax Authority;
"Taxes" includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind imposed by any Tax Authority, including all interest, penalties, fines or additions to tax imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes and all employment insurance, health insurance and Canada pension plan premiums or contributions;
"Term Sheet" means the term sheet dated October 21, 2016 among the Vendor Parent, the Company and the Founders;
"Transaction Resolutions" has the meaning set out in Section 6.4;
"TSXV" means the TSX Venture Exchange Inc.;
"TSXV Policy 5.2" means TSXV Policy 5.2 -Changes of Business and Reverse Takeovers;
"Vendor Disclosure Letter" means the disclosure letter executed by the Vendor and delivered to the Purchaser concurrently with the execution of this Agreement;
"Vendor Nominee" means each Issuer Director who is nominated by the Vendor (or its designee) and elected or appointed from time to time to the Board of Directors pursuant to the terms of the Investor Rights Agreement;
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"Vendor Parent" means Waterton Precious Metals Fund II Cayman, LP; and
"U.S. Securities Act" means the United States Securities Act of 1933, as amended.
1.2 | Rules of Construction |
In this Agreement, unless otherwise expressly stated or the context otherwise requires:
(a) | the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; | |
(b) | references to an "Article" or "Section" followed by a number or letter refer to the specified Article or Section to this Agreement; | |
(c) | the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; | |
(d) | words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; | |
(e) | the word "including" is deemed to mean "including without limitation"; | |
(f) | the terms "party" and "the parties" refer to a party or the parties to this Agreement; | |
(g) | any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time; | |
(h) | any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder; | |
(i) | all dollar amounts refer to Canadian dollars; | |
(j) | any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and | |
(k) | whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day. |
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1.3 | Entire Agreement |
This Agreement and the Investor Rights Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in this Agreement and the Investor Rights Agreement.
1.4 | Time of Essence |
Time shall be of the essence of this Agreement.
1.5 | Governing Law and Submission to Jurisdiction |
(a) This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable in that province.
(b) Each of the parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.
1.6 | Severability |
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
1.7 | Waiver |
No waiver of any provision of this Agreement shall be binding unless it is in writing. No indulgence or forbearance by a party shall constitute a waiver of such party's right to insist on performance in full and in a timely manner of all covenants in this Agreement. Waiver of any provision shall not be deemed to waive the same provision thereafter, or any other provision of this Agreement at any time.
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1.8 | Amendments |
This Agreement may be amended or supplemented only by a written agreement signed by each of the parties.
1.9 | Binding Effect |
This Agreement shall be binding upon the parties hereto, and their respective successors and permitted assigns.
1.10 | Schedules |
The following schedules are attached hereto and forms part of this Agreement:
Schedule "A" | - | Governance and Investor Rights Agreement |
Schedule "B" | - | Carlin Trend Properties |
Schedule "C" | - | Representations and Warranties of the Vendor |
Schedule "D" | - | Representations and Warranties of the RTO Counterparty |
Schedule "E" | - | Representations and Warranties of the Purchaser |
Schedule "F" | - | Preferred Share Terms |
ARTICLE 2
AGREEMENT TO EXCHANGE
2.1 | Securities Exchange |
Subject to the terms and conditions of this Agreement, and immediately after the Completion of the Plan of Arrangement, at the Closing Time and, for greater certainty, concurrently with closing of the RTO and the Stock Exchange Listing:
(a) | the Vendor shall sell, assign and transfer to the Resulting Issuer and the Resulting Issuer shall purchase from the Vendor all, but not less than all, of the Company Interests; | |
(b) | in exchange for the assignment, conveyance and transfer of the Company Interests as described in Section 2.1(a) above, the Resulting Issuer shall: |
(i) | issue from treasury to the Vendor or its designated nominee that number of Common Shares and Preferred Shares (the "Payment Shares") as determined pursuant to Section 2.3 below, as fully paid, non-assessable shares in the capital of the Resulting Issuer; provided, however, if the Vendor designates a nominee to receive any Payment Shares, the Vendor shall be responsible, and shall indemnify and hold harmless the other parties, for any and all withholding and other Taxes applicable in any manner to the delivery of such Payment Shares to such designated nominee, and |
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(ii) | pay the Vendor the sum of $7,000,000 (the "Cash Consideration") to be satisfied by: (A) the irrevocable release of the Cost Advance to the Vendor; and (B) a wire transfer of the balance in immediately available funds to such account as the Vendor shall have indicated by direction in writing to the Purchaser at least two Business Days prior to the Closing Date. |
2.2 | U.S. Tax Treatment |
The parties to this Agreement intend that the transactions contemplated by this agreement, in combination with the RTO and Financings by the RTO Counterparty and Resulting Issuer and the continuance of shares of the Purchaser to Nevada, shall qualify as an exchange of property for shares of a corporation pursuant to Section 351 of the Code; provided, however, that the parties acknowledge that the cash consideration received by the Vendor may be treated as taxable consideration received by the Vendor. Notwithstanding the foregoing, none of the Vendor, the Purchaser, the Company, the RTO Counterparty or the Resulting Issuer makes any representation, warranty or covenant to any other party or to any Vendor equity holder, Purchaser equity holder, RTO Counterparty or Resulting Issuer equity holder (including, without limitation, stock, membership interests, options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the transactions contemplated by this Agreement.
2.3 | Payment Shares |
(a) | Subject to Section 2.3(b) below,the Payment Shares shall be comprised of: |
(i) | that number of Common Shares that is equal to 37% of all of the issued and outstanding Common Shares on a fully-diluted basis (excluding the Preferred Shares) immediately following the completion of the RTO and Founders' Financing (and, for greater certainty, the Seed Financing, the Financings, any other securities issuance completed prior to or concurrently with the RTO and the issuance of securities to the Founders and the shareholders of the RTO Counterparty, and any of their respective related entities and affiliates); and | |
(ii) | that number of Preferred Shares, that has an aggregate redemption amount, in U.S. dollars, equivalent to CDN$15,000,000 based on the Bank of Canada daily noon rate (or such other rate published by the Bank of Canada if it ceases publishing a daily noon rate) for the conversion of Canadian dollars to U.S. dollars on the Business Day immediately preceding the date of issuance of such Preferred Shares. |
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(b) | In the event that the Purchaser Parties fail to complete the RTO: |
(i) | by the date which is six months following the date hereof (the "Going Public Deadline"), the number of Payment Shares shall be increased by 10%; and | |
(ii) | by the date which is six months following the Going Public Deadline, the number of Payment Shares, as increased by Section 2.3(b)(i), shall be increased by an additional 10%, in addition to the increase set forth in Section 2.3(b)(i). |
The Payment Shares issuable pursuant to this Section 2.3(b) shall be issued as a purchase price adjustment for tax purposes and as liquidated damages rather than a penalty under local law.
The Payment Shares issuable pursuant to this Section 2.3(b) shall be issued pursuant to Section 4(a)(2) of the U.S. Securities Act and applicable state securities laws. The Payment Shares shall be restricted securities (as defined under Rule 144(a)(3) of the U.S. Securities Act) and shall bear an appropriate legend to such effect.
2.4 | Preferred Share Provisions |
The Preferred Shares of the Resulting Issuer shall have the rights, privileges, conditions and restrictions set forth in Schedule "F".
2.5 | Deliveries by the Vendor Prior to Closing |
The Vendor shall deliver or cause to be delivered to the Purchaser and the RTO Counterparty, on or prior to the date that written marketing materials intended for distribution to potential investors in connection with the Financings have been prepared, but for greater certainty no earlier than January 1, 2017, a title opinion addressed to, among others, the Purchaser Parties and the agents engaged in connection with the Financings (the "Agents") on the Pony Creek property in form and substance satisfactory to the Purchaser Parties and the Agents, each acting reasonably.
2.6 | FIRPTA Certificate |
On or prior to the Closing Date, the Vendor shall deliver to the Purchaser and the Resulting Issuer a certificate, in a form reasonably satisfactory to the Purchaser and its counsel, certifying that the Vendor is not a foreign person in accordance with Treasury Regulations under Section 1445 of the Code.
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2.7 | Closing |
Subject to compliance with the terms and conditions hereof, (a) the transfer of the Company Interests to the Purchaser, (b) the issuance of the Payment Shares to the Vendor, and (c) the payment of the Cash Consideration to the Vendor, shall be deemed to take effect as at the Closing Time. The Closing shall take place at the Closing Time at the offices of Davies Ward Phillips & Vineberg LLP, 155 Wellington Street West, Toronto, Ontario, or such other place as the parties may agree. Unless otherwise agreed, all closing transactions shall be deemed to have occurred simultaneously.
2.8 | Closing Deliveries by the Vendor |
At the Closing, the Vendor shall deliver or cause to be delivered to the Purchaser Parties, as applicable:
(a) | a certificate of officers of the Vendor, dated the Closing Date, representing and certifying that the conditions set forth in Sections 7.3(a) and 7.3(b) have been fulfilled; | |
(b) | assignments or other instruments of transfer duly endorsed in blank, or accompanied by share powers or other instruments of transfer duly executed in blank, and otherwise in form and substance satisfactory to the Purchaser, acting reasonably, for transfer of the Company Interests to the Purchaser; | |
(c) | a counterpart of the Investor Rights Agreement, executed by the Vendor; | |
(d) | the minute books and share transfer records of the Company and all Books and Records of the Company; | |
(e) | a receipt for the Payment Shares and the Cash Consideration; | |
(f) | a written resignation from each of the officers and directors of the Company, such resignations to be effective at the Closing Time; | |
(g) | a completed and signed IRS Form W-9 (Request for Taxpayer Identification Number and Certification of the Vendor); | |
(h) | a bring down of the title opinion delivered under Section 2.5; and | |
(i) | all other documents required to be delivered by the Vendor to the Purchaser Parties pursuant to this Agreement or reasonably necessary to give effect to the transactions contemplated hereby. |
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2.9 | Closing Deliveries by the Purchaser Parties |
At the Closing, the Purchaser Parties shall deliver or cause to be delivered to the Vendor:
(a) | a certificate of officers of each of the Purchaser Parties, dated the Closing Date, representing and certifying that the conditions set forth in Sections 7.2(d) and 7.2(e) have been fulfilled; | |
(b) | evidence of the Authorizations required for the Purchaser Parties to consummate the transactions contemplated by this Agreement and perform their respective obligations hereunder; | |
(c) | counterparts of the Investor Rights Agreement, executed by the Resulting Issuer and each of the Founders; | |
(d) | the Payment Shares, registered in the name of the Vendor or its designated nominee; | |
(e) | the Cash Consideration; | |
(f) | a receipt for the Company Interests; and | |
(g) | all other documents required to be delivered by the Purchaser Parties to the Vendor pursuant to this Agreement or reasonably necessary to give effect to the transactions contemplated hereby. |
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor hereby makes to the Purchaser Parties the representations and warranties set forth in Schedule "C" hereto, and acknowledges that the Purchaser Parties are relying upon such representations and warranties in connection with the entering into of this Agreement and the carrying out of the transactions contemplated herein. The representations and warranties of the Vendor set forth in Schedule "C" hereto shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the Closing Date.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES
Each of the Purchaser and the RTO Counterparty jointly and severally make to the Vendor the representations and warranties set forth in Schedule "D" and Schedule "E" hereto and acknowledge that the Vendor is relying upon such representations and warranties in connection with the entering into of this Agreement and the carrying out of the transactions contemplated herein. The representations and warranties of the Purchaser Parties set forth in Schedules "D" and Schedule "E" hereto shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the Closing Date.
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ARTICLE 5
COVENANTS
5.1 | Access to Information |
(a) Upon reasonable notice, the Vendor shall afford to the Purchaser's directors, officers, counsel, accountants and other authorized representatives and advisers complete access (or, where necessary, the provision of the information requested), during normal business hours and at such other time or times as the parties may reasonably request, from the date hereof and until the earlier of the Closing Date and the termination of this Agreement, to the Company's properties, books, contracts and records as well as to management personnel of the Company as the Purchaser may require or may reasonably request.
(b) Upon reasonable notice, each of the Purchaser Parties shall afford to the Vendor's managers, officers, counsel, accountants and other authorized representatives and advisers complete access (or, where necessary, the provision of the information requested), during normal business hours and at such other time or times as the parties may reasonably request, from the date hereof and until the earlier of the Closing Date and the termination of this Agreement, to the their respective properties, books, contracts and records as well as to their respective management personnel as the Vendor may require or may reasonably request.
5.2 | Conduct of Business of the Company |
The Vendor and the Company covenant and agree that, during the period from the date of this Agreement until the earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms, except as required by Applicable Law or as otherwise expressly permitted or specifically contemplated by this Agreement or as the Purchaser Parties shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed):
(a) | the Company shall use all commercially reasonable efforts to maintain and preserve the Company Assets; | |
(b) | the Vendor shall notify the Purchaser Parties of any event or occurrence having a Material Adverse Change on the Company; | |
(c) | neither the Vendor nor the Company shall, directly or indirectly, take any action which is reasonably expected to interfere with or be materially inconsistent with the successful completion of the transactions contemplated herein (including the Transaction Resolutions) or take any action or fail to take any action which is reasonably expected to result in a condition precedent to such transactions not being satisfied; and |
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(d) | the Company shall not, directly or indirectly, other than as reasonably necessary or desirable to maintain and preserve the Carlin Trend Properties (including entering into any contract, commitment or agreement to maintain and preserve the Carlin Trend Properties): |
(i) | issue, sell, pledge, hypothecate, lease, dispose of or encumber any Company Interests or other securities or any right, option or warrant with respect thereto; | |
(ii) | amend or propose to amend its constating documents; | |
(iii) | split, combine or reclassify any of its securities or declare or make any Distribution or distribute any of its properties or assets to any Person other than in the ordinary course; | |
(iv) | other than in the ordinary course of business, approve or enter into any agreement in respect of the sale of any property or assets or any interest therein or sell, transfer or otherwise dispose of any property or assets or any interest therein currently owned, directly or indirectly by the Company to any Subsidiary of the Company, whether by asset sale, transfer of shares or otherwise; | |
(v) | other than in the ordinary course of business, enter into or amend any employment contracts with any officer or senior management employee, create or amend any employee benefit plan, make any increases in the base compensation, bonuses, paid vacation time allowed or fringe benefits for its officers, employees or consultants; | |
(vi) | make any capital expenditures, additions or improvements or commitments for the same in excess of $75,000 in the aggregate; | |
(vii) | enter into any contract, commitment or agreement under which it would incur indebtedness for borrowed money or for the deferred purchase price of property (other than such property acquired in the ordinary course of business consistent with past practice), or would have the right or obligation to incur any such indebtedness or obligation, or make any loan or advance to any Person in excess of $75,000 in the aggregate; | |
(viii) | acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any Person, partnership, joint venture or other business organization or division or acquire or agree to acquire any material assets; | |
(ix) | enter into any Contracts: (A) with a term of more than 12 months and annual payments in excess of $75,000 per annum; or (B) with a term of less than 12 months and payments in excess of $75,000 of the term of the Contract; |
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(x) | create any securities compensation or bonus plan, pay any bonuses, deferred or otherwise, or defer any compensation to any of its officers or employees; | |
(xi) | make any material change in accounting procedures or practices; | |
(xii) | mortgage, pledge or hypothecate any of the Company Assets, or subject them to any Encumbrance, except Permitted Encumbrances and except for those royalties in existence prior to June 18, 2015 that have been registered or are in the process of being registered as set forth in Section 12(c) of the Vendor Disclosure Letter; | |
(xiii) | enter into any agreement or arrangement granting any rights to purchase or lease any of the Carlin Trend Properties or requiring the consent of any Person to the transfer, assignment or lease of any of the Carlin Trend Properties; | |
(xiv) | engage in any business or other activity that is outside of the ordinary course of business that is being currently conducted by the Company, whether as a partner, joint venture participant or otherwise; | |
(xv) | cancel, waive or compromise any debts or claims in excess of $75,000 in the aggregate, including accounts payable to and receivable from affiliates; | |
(xvi) | enter into any other material transaction or any amendment of any contract, lease, agreement, license or sublicense which is material to its business; | |
(xvii) | settle any outstanding claim, dispute, litigation matter, or tax dispute in excess of $75,000 in the aggregate; | |
(xviii) | transfer any assets to Vendor or any of the Vendor's Subsidiaries or affiliates or assume any Indebtedness from the Vendor or any of the Vendor's Subsidiaries or affiliates or enter into any other related party transactions; | |
(xix) | redeem, purchase or offer to purchase any Company Interests or other securities; | |
(xx) | acquire any material assets, including but not limited to securities of other companies; or |
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(xxi) | enter into any agreement or understanding to do any of the foregoing. |
5.3 | Conduct of Business of the Purchaser |
The Purchaser covenants and agrees that during the period from the date of this Agreement until the earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms, except as required by Applicable Law or as otherwise expressly permitted or specifically contemplated by this Agreement or the Arrangement Agreement, or as the Vendor otherwise consents in writing (such consent not to be unreasonably withheld or delayed):
(a) | The Purchaser shall notify the Vendor of any event or occurrence having a Material Adverse Change on the Purchaser; | |
(b) | The Purchaser shall not directly or indirectly: |
(i) | take any action which is reasonably expected to result in a condition precedent to the transactions described herein not being satisfied; | |
(ii) | issue, sell, pledge, hypothecate, lease, dispose of or encumber any shares or other securities of the Purchaser or any right, option or warrant with respect thereto; | |
(iii) | amend or propose to amend its constating documents; | |
(iv) | split, combine or reclassify any of its securities or declare or make any Distribution, or distribute any of its property or assets to any Person; | |
(v) | enter into or amend any employment contracts with any director, officer or senior management employee, create or amend any employee benefit plan, make any increases in the base compensation, bonuses, paid vacation time allowed or fringe benefits for its directors, officers, employees or consultants; | |
(vi) | make any capital expenditures, additions or improvements or commitments for the same not to exceed $200,000 (in the aggregate, combined with the limit permitted for the RTO Counterparty in Section 5.4(b)(vi)); | |
(vii) | enter into any contract, commitment or agreement under which it would incur indebtedness for borrowed money or for the deferred purchase price of property or would have the right or obligation to incur any such indebtedness or obligation, or make any loan or advance to any Person; | |
(viii) | acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any Person,partnership, joint venture or other business organization or division or acquire or agree to acquire any material assets; |
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(ix) | enter into any material Contracts regarding its business operations, including joint ventures, partnerships or other arrangements; | |
(x) | except for securities compensation plans approved by holders of Purchaser Shares at the Meeting and accepted by the TSXV, create any securities compensation or bonus plan, or pay any bonuses, deferred or otherwise, or defer any compensation to any of its directors or officers; | |
(xi) | make any material change in accounting procedures or practices, other than the implementation of customary procedures and practices in anticipation of completing the RTO; | |
(xii) | mortgage, pledge or hypothecate any of the Purchaser Assets, or subject them to any Encumbrance, except Permitted Encumbrances; | |
(xiii) | enter into any agreement or arrangement granting any rights to purchase or lease any of the Purchaser Assets or requiring the consent of any Person to the transfer, assignment or lease of any of the Purchaser Assets; | |
(xiv) | engage in any business that is outside of the business that is being currently conducted by Purchaser, whether as a partner, joint venture participant or otherwise; | |
(xv) | sell, lease, sublease, assign or transfer (by tender offer, exchange offer, merger, amalgamation, sale of shares or assets or otherwise) any of the Purchaser Assets, or cancel, waive or compromise any debts or claims, including accounts payable to and receivable from affiliates; | |
(xvi) | enter into any other material transaction, or any amendment of any contract, lease, agreement, license or sublicense which is material to its business, other than entering into an office lease together with the RTO Counterparty, leasing vehicles, making investments in information technology for the Resulting Issuer, and the purchase of directors' and officers' insurance; | |
(xvii) | settle any outstanding claim, dispute, litigation matter, or tax dispute; | |
(xviii) | redeem, purchase or offer to purchase any Purchaser Shares or other securities; | |
(xix) | acquire, directly or indirectly, any assets, including but not limited to securities of other companies, outside the ordinary course of business; |
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(xx) | take any action, or allow any action to be taken, that would result in the Purchaser being classified as anything other than an association taxable as a corporation for U.S. federal tax purposes at the closing of the RTO; or | |
(xxi) | enter into any agreement or understanding to do any of the foregoing. |
5.4 | Conduct of Business of the RTO Counterparty |
The RTO Counterparty covenants and agrees that during the period from the date of this Agreement until the earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms, except as required by Applicable Law or as otherwise expressly permitted or specifically contemplated by this Agreement or the Arrangement Agreement or as the Vendor otherwise consents in writing (such consent not to be unreasonably withheld or delayed):
(a) | The RTO Counterparty shall notify the Vendor of any event or occurrence having a Material Adverse Change on the RTO Counterparty; | |
(b) | The RTO Counterparty shall not directly or indirectly: |
(i) | take any action which is reasonably expected to result in a condition precedent to the transactions described herein not being satisfied; | |
(ii) | issue, sell, pledge, hypothecate, lease, dispose of or encumber any shares or other securities of the RTO Counterparty or any right, option or warrant with respect thereto; | |
(iii) | amend or propose to amend its constating documents; | |
(iv) | split, combine or reclassify any of its securities or declare or make any Distribution, or distribute any of its property or assets to any Person; | |
(v) | enter into or amend any employment contracts with any director, officer or senior management employee, create or amend any employee benefit plan, make any increases in the base compensation, bonuses, paid vacation time allowed or fringe benefits for its directors, officers, employees or consultants; | |
(vi) | make any capital expenditures, additions or improvements or commitments for the same not to exceed $200,000 (in the aggregate, combined with the limit permitted for the Purchaser in Section 5.3(b)(vi)); | |
(vii) | enter into any contract, commitment or agreement under which it would incur indebtedness for borrowed money or for the deferred purchase price of property or would have the right or obligation to incur any such indebtedness or obligation, or make any loan or advance to any Person; |
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(viii) | acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any Person, partnership, joint venture or other business organization or division or acquire or agree to acquire any material assets; | |
(ix) | enter into any material Contracts regarding its business operations, including joint ventures, partnerships or other arrangements; | |
(x) | make any material change in accounting procedures or practices, other than the implementation of customary procedures and practices in anticipation of completing the RTO; | |
(xi) | mortgage, pledge or hypothecate any of the its assets, or subject them to any Encumbrance, except Permitted Encumbrances; | |
(xii) | enter into any agreement or arrangement granting any rights to purchase or lease any of its assets or requiring the consent of any Person to the transfer, assignment or lease of any of its assets; | |
(xiii) | engage in any business that is outside of the business that is being currently conducted by the RTO Counterparty, whether as a partner, joint venture participant or otherwise; | |
(xiv) | sell, lease, sublease, assign or transfer (by tender offer, exchange offer, merger, amalgamation, sale of shares or assets or otherwise) any of its assets, or cancel, waive or compromise any debts or claims, including accounts payable to and receivable from affiliates; | |
(xv) | enter into any other material transaction, or any amendment of any contract, lease, agreement, license or sublicense which is material to its business, other than entering into an office lease together with the Purchaser, leasing vehicles, making investments in information technology for the Resulting Issuer, and the purchase of directors' and officers' insurance; | |
(xvi) | settle any outstanding claim, dispute, litigation matter or tax dispute; | |
(xvii) | redeem, purchase or offer to purchase any shares or other securities; | |
(xviii) | acquire, directly or indirectly, any assets, including but not limited to securities of other companies, outside the ordinary course of business; | |
(xix) | take any action, or allow any action to be taken, that would result in the RTO Counterparty being classified as anything other than an association taxable as a corporation for U.S. federal tax purposes at the closing of the RTO; or |
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(xx) | enter into any agreement or understanding to do any of the foregoing. |
ARTICLE 6
STOCK EXCHANGE LISTING, FINANCINGS AND RTO
6.1 | Stock Exchange Listing and Financings; Filings and Approvals |
(a) The Purchaser and RTO Counterparty jointly and severally covenant and agree to take, in a timely manner, all commercially reasonable actions and steps necessary in order that: (i) the Purchaser shall have obtained all necessary shareholder approvals required to complete the transactions contemplated hereby (including the RTO) prior to the Closing Date at a duly called special meeting of shareholders of the Purchaser (the "Meeting") in accordance with Section 6.3 below;(ii) the Common Shares forming part of the Payment Shares issued to the Vendor by the Resulting Issuer will be listed and posted for trading on the TSXV; (iii) when received, the Purchaser shall provide the Vendor with copies of the final approval regarding the listing and posting for trading of the Common Shares (including the Payment Shares); and (iv) the distribution of Payment Shares to the Vendor is exempt from the prospectus and registration requirements of Applicable Securities Laws.
(b) The Vendor will use its commercially reasonable efforts to support the Stock Exchange Listing and the Financings, including providing information required to be included in any listing application, management information circular, or personal information form (PIF) required by the TSXV, or reasonably required by the Agents in connection with the preparation of marketing or other materials required for the Financings regarding the Vendor and the Vendor Nominees. The Purchaser Parties will provide the Vendor and its legal counsel with reasonable advance notice and an opportunity to comment on the content thereof, and to participate in, any communications or submissions to the TSXV and other securities regulatory authorities.
(c) The Vendor shall allow the Agents and their representatives to conduct all due diligence investigations regarding the Company and the Company Assets that the Agents may reasonably require in connection with the Financings, including but not limited to the fulfilment of the Agents' obligations under the agency agreement to be entered into with the Purchaser Parties in connection with the Financings, determining the satisfaction of the escrow release conditions to subscription receipts issued in connection with the Financings, and in order to comply with Applicable Laws.
6.2 | Preparation of Financial Statements and Technical Report |
(a) The Purchaser Parties shall be responsible for preparing, in each case as required in connection with the RTO:
(i) | the financial statements of the Company, and the pro forma financial statements reflecting the combination of the Company and the Purchaser Parties, in each case in the form required by the TSXV and the relevant securities regulatory authorities; and |
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(ii) | the technical reports required under NI 43-101 in respect of certain of the Carlin Trend Properties. |
(b) The Vendor will, at the expense of the RTO Counterparty, use reasonable commercial efforts to assist the Purchaser Parties with the preparation of the technical reports and financial statements described in this Section 6.2,and to provide all materials requested and reasonably required in connection with the preparation of marketing or other materials required for the Financings.
(c) The Vendor shall provide for inclusion in any marketing materials such information regarding the Vendor as required or requested by the Agents, acting reasonably, to be included in the marketing materials.
(d) The parties hereto acknowledge (and the Resulting Issuer shall acknowledge in the Arrangement Agreement) that neither the Vendor nor any of its affiliates: (i) is or will be the owner of or shall have responsibility for the content of such technical reports, financial statements, marketing materials or any disclosure therein, (ii) make any representation or warranty with respect to such technical reports, financial statements, marketing materials or any data, information, statement, representation or conclusion contained therein, or (iii) shall have any liability or obligation related to such technical reports, financial statements, marketing materials or any disclosure therein.
6.3 | Shareholders Meeting |
(a) As soon as is practicable after the date hereof, having regard to the timing required to prepare the financial statements of the Company and technical reports in respect of certain of the Carlin Trend Properties as contemplated in Section 6.2(a), the Purchaser Parties shall prepare the Circular, together with any other documents required by Applicable Laws in connection with the Meeting, in accordance with Applicable Laws.
(b) Prior to the printing of the Circular and during the course of its preparation, the Purchaser Parties shall provide the Vendor and its counsel with an opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by the Purchaser. The Vendor shall provide to the Purchaser for inclusion in the Circular such information regarding the Vendor as is required by Applicable Law to be included in the Circular. The Vendor represents, warrants and covenants that all such information provided by it to be included in the Circular will be accurate and complete in all material respects as of the relevant date of such information and will not contain any untrue statement of a material fact or omission to state a material fact required or necessary to make a statement not misleading in light of the circumstances in which it is made. For greater certainty, the Purchaser Parties acknowledge and agree that the Vendor makes no representation, warranty or covenant in respect of any information included in the Circular concerning the Company Assets.
(c) As soon as practicable after the date hereof, having regard to the timing required to prepare the financial statements of the Company and technical reports in respect of certain of the Carlin Trend Properties as contemplated in Section 6.2(a),the Purchaser Parties shall causethe Circular, together with other documents required by Applicable Laws in connection with the Meeting, to be sent to the shareholders of the Purchaser and filed as required by Applicable Laws, and the Purchaser shall call and hold the Meeting as soon as practicable for the purposes of considering the Transaction Resolutions (among other resolutions) in accordance with the constating documents of the Purchaser and Applicable Laws and the RTO Counterparty shall use its best efforts to obtain the necessary approval by its security holders of the Plan of Arrangement by way of unanimous consent resolution.
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(d) The Purchaser Parties shall use their best efforts to secure the approval of the RTO by shareholders of the Purchaser and solicit proxies for the approval of the RTO in accordance with Applicable Laws.
(e) The Purchaser shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Meeting, except as required to effect the transactions contemplated by this Agreement, with the Vendor's prior written consent or as required by Applicable Laws, an order of a court or for quorum purposes. The Purchaser shall provide notice to the Vendor of the Meeting and allow the Vendor's representatives to attend the Meeting.
(f) The Purchaser Parties represent, warrant and covenant that all information in the Circular (other than the information provided by the Vendor under Section 6.3(b) above) will be accurate and complete in all material respects as of the relevant date of such information and will not contain any untrue statement of a material fact or omission to state a material fact required or necessary to make a statement not misleading in light of the circumstances in which it was made.
6.4 | Transaction Resolutions |
Subject to regulatory approval, the Purchaser will, at the Meeting, propose to its shareholders, among other resolutions, resolutions to approve the RTO and the Plan of Arrangement (collectively, the "Transaction Resolutions"). The Plan of Arrangement includes, among other things, authorization for the continuance of the Purchaser to the State of Nevada, and the approval of the Articles of Incorporation and the Articles of Conversion which will give effect to the Resulting Issuer, name change and the board of directors, including the election of the Vendor Nominees upon the closing of the RTO.
6.5 | Transaction Costs |
All costs of the transactions contemplated hereby, including the Stock Exchange Listing and the RTO, shall be born and paid by the party incurring the costs, whether or not such transactions are completed, provided that (i) if the Agreement is terminated at any time for any reason prior to the Closing Date, the Cost Advance shall be released in full to the Vendor and applied to all fees, costs and expenses incurred by the Vendor in connection with the evaluation, negotiation and implementation of the transactions contemplated hereby (including legal fees and expenses), and (ii) if the Closing occurs, on Closing the Cost Advance shall be credited to the Cash Consideration as set forth in Section 2.1(b)(ii). It is further understood and acknowledged by each of the Parties that legal counsel to the RTO Counterparty shall, to as great an extent as reasonably possible, and at the expense of the RTO Counterparty, take primary carriage of: (i) preparing, filing and pursuing an application for the Interim Order and the Final Order; and (ii) drafting and preparing all applications to be filed by the Purchaser with the TSXV in connection with the RTO, including the initial draft of the Circular, and the RTO Counterparty shall be responsible for all of the costs associated with the Stock Exchange Listing.
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ARTICLE 7
CONDITIONS
7.1 | Mutual Conditions |
The obligations of the parties to complete the transactions contemplated herein are subject to fulfillment of the following conditions on or before the Closing Date:
(a) | the Plan of Arrangement shall have become effective in accordance with the terms and conditions of the Arrangement Agreement; | |
(b) | the RTO shall have closed in accordance with the terms and conditions of the Arrangement Agreement and all Applicable Laws, including TSXV Policy 5.2; | |
(c) | the TSXV shall have conditionally approved the listing of the Common Shares on the TSXV, including the Common Shares forming part of the Payment Shares (the "Stock Exchange Listing"); | |
(d) | all required corporate, regulatory and shareholder approvals, consents, authorizations and waivers (collectively, the "Authorizations") relating to (i) the consummation of the transactions contemplated by this Agreement, (ii) the Arrangement Agreement and the Plan of Arrangement, (iii) the RTO, and (iv) the Stock Exchange Listing, shall have been obtained on terms and conditions satisfactory to the parties, acting reasonably; | |
(e) | there shall not be in force any Applicable Law and no Governmental Authority shall have issued any order or decree restraining or prohibiting the completion of the transactions contemplated herein; and | |
(f) | this Agreement shall not have been terminated pursuant to Article 8. |
The foregoing conditions are for the mutual benefit of each of the parties and may be waived, in whole or in part, in writing by a party at any time.
7.2 | Vendor Conditions |
The obligations of the Vendor and the Company to complete the transactions contemplated herein are subject to the fulfillment of the following conditions on or before the Closing Date or such other time as specified below:
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(a) | the Seed Financing and each of the Financings shall have closed on terms and conditions satisfactory to the Vendor, acting reasonably; | |
(b) | the Vendor, and its agents or representatives, shall have conducted and completed to its satisfaction, acting reasonably, a legal and financial due diligence investigation of the Purchaser; | |
(c) | on closing of the RTO and prior to the issuance of the Payment Shares, the Purchaser shall have continued into the State of Nevada in accordance with Applicable Laws; | |
(d) | the representations and warranties made by the Purchaser Parties in this Agreement that are qualified by materiality or Material Adverse Change shall be true and correct and the representations and warranties made by the Purchaser Parties in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), and each of the Purchaser Parties shall have provided to the Vendor the certificate of two senior officers certifying such accuracy on the Closing Date; and | |
(e) | the Purchaser Parties shall have complied in all material respects with their covenants herein, and each of the Purchaser Parties shall have provided to the Vendor the certificate of two senior officers certifying that each of the Purchaser Parties have so complied with its covenants herein. |
The foregoing conditions precedent are for the benefit of the Vendor and may be waived, in whole or in part, by the Vendor in writing at any time.
7.3 | Purchaser Conditions |
The obligation of the Purchaser Parties to complete the transactions contemplated herein are subject to the fulfillment of the following conditions on or before the Closing Date or such other time as specified below:
(a) | the representations and warranties made by the Vendor in this Agreement that are qualified by materiality or Material Adverse Change shall be true and correct and the representations and warranties made by the Vendor in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), and the Vendor shall have provided to the Purchaser the certificate of a manager or senior officer certifying such accuracy on the Closing Date; and |
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(b) | the Vendor shall have complied in all material respects with its covenants herein, and the Vendor shall have provided to the Purchaser Parties the certificate of a manager or senior officer certifying that the Vendor has so complied with its covenants herein; |
The foregoing conditions precedent are for the benefit of the Purchaser Parties and may be waived, in whole or in part, by the Purchaser Parties in writing at any time.
ARTICLE 8
TERMINATION
8.1 | Termination |
This Agreement may be terminated at any time prior to the Closing Date:
(a) | by mutual written agreement of the parties hereto; | |
(b) | by either the Vendor or the Purchaser, if any Governmental Authority shall have issued an order, decree or ruling permanently restraining or enjoining or otherwise prohibiting any of the transactions contemplated herein (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) which order, decree or ruling is final and non-appealable; | |
(c) | by either the Vendor or the Purchaser, if |
(i) | any representation or warranty of the other party under this Agreement is untrue or incorrect or shall have become untrue or incorrect such that the condition contained in Section 7.2(d) or 7.3(a), as applicable, would be incapable of satisfaction; or | |
(ii) | the other party is in default of a covenant or obligation hereunder such that the condition contained in Section 7.2(e) or 7.3(b), as applicable, would be incapable of satisfaction; |
(d) | by the Vendor, if the RTO has not been completed by the date which is twelve months following the Going Public Deadline. |
8.2 | Effect of Termination |
In the event of termination of this Agreement pursuant to Section 8.1, this Agreement shall be of no further force and effect, except that Section 6.5, this Section 8.2 and Article 9 shall survive the termination of this Agreement; provided, however, that nothing contained in this Section 8.2 shall relieve or have the effect of relieving any party in any way from liability for damages incurred or suffered by a party as a result of an intentional or wilful breach of this Agreement.
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ARTICLE 9
GENERAL
9.1 | Notices |
All notices, demands or other communications ("Notices") to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient or by email or another electronic form addressed to the recipient. Such notices, demands and other communications shall be delivered or mailed or sent electronically to the parties at the respective addresses or email addresses indicated below:
in the case of a Notice to the RTO Counterparty at:
Carlin Opportunities Inc.
Mars Centre HL30A
101 College Street
Toronto, Ontario M5G 1L7
Attention: | Matthew Lennox-King | |
E-mail: | [Redacted] |
With a copy to, in the case of notice to the RTO Counterparty to:
Cassels Brock & Blackwell LLP
Suite 2100, Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3C2
Attention: | Jay Goldman | |
Fax: | (416) 644-9337 | |
E-mail: | jgoldman@casselsbrock.com |
in the case of a Notice to the Purchaser at:
Winwell Ventures Inc.
328th– 20 Avenue West
Vancouver, British Columbia V5Y 2C6
Attention: | William McCartney | |
E-mail: | [Redacted] |
With a copy to, in the case of notice to the Purchaser to:
DuMoulin Black LLP
10thFloor, 595 Howe Street
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Vancouver, British Columbia V6C 2T5
Attention: | Paul Visosky | |
Fax: | (604) 644-9337 | |
E-mail: | pvisosky@dumoulinblack.com |
in the case of a Notice to the Vendor at:
c/o Waterton Global Resource Management, Inc.
199 Bay Street, Suite 5050
Toronto, Ontario M5L 1E2
Attention: | Kamal Toor | |
Fax: | 416.504.3200 | |
E-mail: | [Redacted] |
With a copy, in the case of notice to the Vendor to:
Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario M5V 3J7
Attention: | Sarbjit S. Basra and Brett Seifred | |
Fax: | 416.863.0871 | |
E-mail: | sbasra@dwpv.com and bseifred@dwpv.com |
Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of emailing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, emailed or sent before 5:00 p.m. (local time at the address of the party receiving such communication) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth Business Day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt.
9.2 | Further Assurances |
Each party shall act in good faith in performing its obligations and exercising its rights herein and shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable commercial efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.
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9.3 | Specific Performance |
The parties agree that irreparable harm may occur for which money damages would not be an adequate remedy at law in the event that any of the covenants of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to injunctive, specific performance and other equitable relief to prevent breaches or threatened breaches of the covenants contained in this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the parties may be entitled at law or in equity.
9.4 | Assignment |
This Agreement is not assignable by any party except with the prior written consent of the other parties.
9.5 | Consultation |
The parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereby and, except as required by Applicable Law, the parties shall not issue any such press release or make any such public announcement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
9.6 | Counterparts |
This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Delivery of an executed signature page to this Agreement by a party by facsimile or electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such party.
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
WATERTON NEVADA SPLITTER, LLC | ||
by | “Isser Elishis” | |
Name: Isser Elishis | ||
Title: Manager | ||
by | ||
Name: | ||
Title: | ||
CLOVER NEVADA II LLC | ||
by | “Jack McMahon” | |
Name: Jack McMahon | ||
Title: Authorized Signatory | ||
by | ||
Name: | ||
Title: | ||
CARLIN OPPORTUNITIES INC. | ||
by | “Matthew Lennox-King” | |
Name: Matthew Lennox-King | ||
Title: Chief Executive Officer | ||
by | ||
Name: | ||
Title: |
Execution Page – Securities Exchange Agreement
WINWELL VENTURES INC. | ||
by | “Murray Oliver” | |
Name: Murray Oliver | ||
Title: President & Chief Executive Officer | ||
by | ||
Name: | ||
Title: |
Execution Page – Securities Exchange Agreement
SCHEDULE A
GOVERNANCE AND INVESTOR RIGHTS AGREEMENT
[See attached.]
A-1
[WINWELL VENTURES INC., TO BE RENAMED "CONTACT GOLD CORP."]
- and -
[WATERTON PRECIOUS METALS FUND II CAYMAN, LP]
- and -
MATTHEW LENNOX-KING
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ANDREW FARNCOMB
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JOHN DORWARD
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MARK WELLINGS
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GEORGE SALAMIS
GOVERNANCE AND INVESTOR RIGHTS AGREEMENT
•, 201• |
TABLE OF CONTENTS
Schedule A | - | Registration Rights Procedures |
GOVERNANCE AND INVESTOR RIGHTS AGREEMENT
THIS AGREEMENT made the • day of •, 201•,
B E T W E E N :
[WINWELL VENTURES INC., TO BE
RENAMED "CONTACT GOLD CORP."],
(hereinafter referred to as the "Company"),
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[WATERTON PRECIOUS METALS FUND II
CAYMAN, LP],
(hereinafter referred to as the "Investor")
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MATTHEW LENNOX-KING,
(hereinafter referred to as "MLK")
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ANDREW FARNCOMB,
(hereinafter referred to as "AF")
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JOHN DORWARD,
(hereinafter referred to as "JD")
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MARK WELLINGS,
(hereinafter referred to as "MW")
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GEORGE SALAMIS,
(hereinafter referred to as "GS")
WHEREAS the Company, Carlin Opportunities Inc., the Founders and Waterton Nevada Splitter, LLC (the "Vendor"), a wholly-owned subsidiary of the Investor, and Clover Nevada II LLC have entered into a securities exchange agreement dated December 8, 2016 (the "Purchase Agreement") providing for the sale by the Vendor to the Company of the Company Interests (as defined in the Purchase Agreement);
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AND WHEREAS the Purchase Agreement provides that as part of the consideration payable for the Company Interests, the Company will issue Common Shares (as defined herein) and Preferred Shares (as defined herein) to the Vendor or its designee (collectively, the "Consideration Shares"), and the Vendor has designated the Investor as the holder of the Consideration Shares;
AND WHEREAS each of the Founders (as defined below) are shareholders and officers and/or directors of the Company and as such stand to benefit from the transactions contemplated by the Purchase Agreement, and the Vendor and the Company would not enter into the Purchase Agreement but for the entry into of this Agreement by each of the Founders;
AND WHEREAS as a condition to the completion of the transactions contemplated pursuant to the Purchase Agreement, the Company has agreed to grant certain rights set out herein to the Investor on the terms and subject to the conditions set out herein and the Investor and each of the Founders have agreed to make certain covenants in favour of the Company on the terms and subject to the conditions set out herein;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 | Definitions |
In this Agreement, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement, otherwise, the following terms have the following meanings:
"affiliate" of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly;
"Applicable Laws" means applicable laws, including international, national, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, or other requirements of any Regulatory Authority having the force of law;
"Applicable Securities Laws" means the securities legislation in each province and territory of Canada where the Company is a "reporting issuer" or the equivalent from time to time, including all rules, regulations, published policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities;
"associate" means, in respect of a relationship with a Person:
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(a) | a body corporate of which that Person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities; | |
(b) | a partner of that Person acting on behalf of the partnership of which they are partners; | |
(c) | a trust or estate or succession in which that Person has a substantial beneficial interest or in respect of which that Person serves as a trustee or liquidator of the succession or in a similar capacity; | |
(d) | a spouse of that Person or an individual who is cohabiting with that Person in a conjugal relationship, having so cohabited for a period of at least one year; | |
(e) | a child of that Person or of the spouse or individual referred to in paragraph (d); | |
(f) | a relative of that Person or of the spouse or individual referred to in paragraph (d),if that relative has the same residence as that Person; and | |
(g) | any other Person with which such Person is not dealing with at arm's length or on arm's length terms; |
"Board of Directors" means the board of directors of the Company;
"Bought Deal" means a fully underwritten offering on a bought deal basis pursuant to which an underwriter has committed to purchase securities of the Company pursuant to a "bought deal" letter prior to the filing of a prospectus or prospectus supplement or a Distribution pursuant to an overnight marketed offering;
"Business Day" means any day, other than a Saturday or Sunday, on which chartered banks in Toronto, Ontario are open for commercial banking business during normal banking hours;
"Canadian Securities Regulatory Authorities" means, collectively, the securities regulatory authority in each province and territory of Canada where the Company is a "reporting issuer" or the equivalent from time to time;
"Change of Control Transaction" means a merger, amalgamation, reorganization, business combination, tender offer, exchange offer, take-over bid, statutory arrangement or similar transaction involving the Company or its securities resulting in a change of control of the Company or a sale, transfer, lease or other disposition of all or substantially all of its assets;
"Closing" has the meaning set out in the Purchase Agreement;
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"Closing Date" has the meaning set out in the Purchase Agreement;
"Combination" has the meaning set out in Section 8.1(a);
"Common Shares" means the common shares in the capital of the Company;
"Company" has the meaning set out in the recitals;
"Company Directors" means the duly appointed or elected directors of the Company from time to time;
"Company Offer" has the meaning set out in Section 3.2(a)(ii);
"Company Offer Notice" has the meaning set out in Section 3.2(a)(ii);
"Company Offer Notice Period" has the meaning set out in Section 3.2(a)(ii);
"Company Shares" means, collectively, the Common Shares and the Preferred Shares;
"Company Successor" has the meaning set out in Section 8.1;
"Consideration Shares" has the meaning set out in the recitals;
"control" means, in respect of:
(a) | a corporation, the ability of a Person or group of Persons acting in concert to influence the manner in which the business of such corporation is carried on, whether as a result of ownership of sufficient voting shares of such corporation to entitle that Person or group of Persons to elect a majority of the directors of such corporation or by contract or otherwise; or | |
(b) | a partnership, trust, syndicate or other entity, actual power or authority to manage and direct the affairs of, or ownership of more than fifty percent (50%) of the transferable beneficial interests in, such entity, |
and the term "controlled" has a corresponding meaning;
"Conversion Price" means the conversion price of the Preferred Shares as in effect from time to time as determined in accordance with the terms of the Preferred Shares;
"Cost Advance" has the meaning set out in the Purchase Agreement;
"Demand Notice" has the meaning set out in Section 5.1(a);
"Demand Registration" has the meaning set out in Section 5.1(a);
"Director Eligibility Criteria" has the meaning set out in Section 2.1(f);
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"Distribution" means a distribution or sale of Company Shares to the public for cash by means of a prospectus under Applicable Securities Laws, and the terms"Distribute" and "Distributed"shall have corresponding meanings;
"Estate Planning Transaction" means any sale, assignment, grant, transfer, gift, pledge, encumbrance, mortgage, hypothecation or other disposition, directly or indirectly, of Common Shares to: (i) a spouse, child, sibling, or parent of the holder; (ii) to a corporation or partnership of which all of the voting shares or interests are held by the holder and/or his or her spouse, child(ren), sibling(s), and/or parent(s); or (iii) to a trust, of which the only beneficiaries are the holder and his or her spouse, child(ren), sibling(s), and/or parent(s) and/or a chartable institution;
"Exchange" means such stock exchange(s) and quotation service(s), if any, as the Common Shares and/or Preferred Shares may be listed or quoted on, as applicable, from time to time;
"Exempt Issuance" means the issuance by the Company of Common Shares or Subject Securities: (a) in connection with or pursuant to any merger, amalgamation, business combination, tender offer, exchange offer, take-over bid, arrangement, asset purchase or other acquisition of assets or shares of a third party; (b) upon the exercise, redemption, conversion or exchange of any Subject Securities for Common Shares; (c) pursuant to employee, advisor, director or advisory board security-based compensation arrangements, including stock option plans; (d) as a result of the consolidation or subdivision of any securities of the Company or its Subsidiaries; (e) as special distributions, stock dividends or payments in kind or similar dividends or distributions; (f) pursuant to a shareholder rights plan; and (g) to the Investor or any of its affiliates;
"Financings" has the meaning set out in the Purchase Agreement;
"Founders" means, collectively, the Founding Directors and the Founding Principals;
"Founders' Financing" has the meaning set out in the Purchase Agreement;
"Founding Directors" means each of JD, MW and GS;
"Founding Principals" means each of MLK and AF;
"independent" means, with respect to any director of the Company or any individual nominated for election as a director of the Company, that such individual satisfies the independence criteria set forth in sections 1.4 and 1.5 of NI 52-110 and the independence requirements, if any, of the Exchange;
"Investor" has the meaning set out in the recitals;
"Investor Nominee" means each Company Director who is nominated by the Investor and elected or appointed from time to time to the Board of Directors pursuant to the terms of this Agreement;
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"Investor Observer" means an individual who is designated by the Investor and is entitled to attend and observe all meeting of the Board of Directors but who shall not be a member thereof or have a vote as a director with respect to any matters put forth before the Board of Directors;
"Lock Up Period" has the meaning set out in Section 4.2;
"NI 52-110" means National Instrument 52-110 -Audit Committees;
"Notices" has the meaning set out in Section 9.1;
"Participation Right" has the meaning set out in Section 6.1(b);
"Person" means any individual, sole proprietorship, partnership, firm, entity, joint venture, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;
"Piggy-Back Registration" has the meaning set out in Section 5.2(a);
"Private Placement" means an offering of Common Shares and/or Subject Securities for cash by the Company which is conducted under an exemption from the prospectus requirements of Applicable Securities Laws;
"Preferred Shares" means the Class A Preferred Shares in the capital of the Company having the terms and conditions set out in Schedule "F" of the Purchase Agreement;
"Proposed Private Sale" has the meaning set out in Section 3.2(a);
"Proposed Private Sale Notice" has the meaning set out in Section 3.2(a)(i);
"Pro-Rata Portion" means, at a particular time, the percentage equal to (A) the number of Common Shares beneficially owned by the Investor divided by (B) the total number of Common Shares issued and outstanding at such time;
"Purchase Agreement" has the meaning set out in the recitals;
"Qualifying Securities" has the meaning set out in Section 5.1(a);
"Registration Expenses" means all out-of-pocket expenses incident to the parties' performance of, or compliance with, this Agreement in connection with a Distribution or Private Placement, as applicable, including all registration and filing fees, all fees and expenses of complying with Applicable Securities Laws, all printing expenses, all "road show" and marketing expenses, all listing fees, all registrars', depositaries' and transfer agents' fees, the fees and disbursements of counsel for the Company and any underwriters (other than those paid by the underwriters), and of the Company's independent public accountants, including the expenses of any special audits and/or "comfort" letters required by or incidental to such performance and compliance, but excluding Selling Expenses;
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"Regulatory Authority" means:
(a) | any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing; | |
(b) | any self-regulatory organization or stock exchange, including the TSX Venture Exchange; | |
(c) | any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and | |
(d) | any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing; |
"RTO" has the meaning set out in the Purchase Agreement;
"Selling Expenses" means all underwriting commissions, discounts or brokers' commissions incurred in connection with a Distribution or Private Placement of Company Shares;
"Shareholder" means a holder of Common Shares or Preferred Shares;
"Standstill Period" means the period of time commencing on the Closing Date and ending on the earliest to occur of: (a) the date which is 24 months following the Closing Date; (b) the first date on which the Investor is no longer entitled to designate an Investor Nominee pursuant to this Agreement; and (c) upon the earlier of (i) any one of the Founding Principals and any one of the Founding Directors ceasing to be officers or directors of the Company or (ii) both of the Founding Principals ceasing to be officers or directors of the Company;
"Subject Securities" means securities that are directly or indirectly convertible into or exchangeable, redeemable or exercisable for Common Shares;
"Subsequent Offering" has the meaning set out in Section 6.1(a);
"Subsequent Offering Notice" has the meaning set out in Section 6.1(a);
"Subsidiaries" with respect to a Person means, at the time such determination is being made, any other Person controlled by such first Person, in each case, whether directly or indirectly;
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"Successor Agreement" has the meaning set out in Section 8.1(a);and
"Valid Business Reason" has the meaning set out in Section 5.1(c)(vi)(B).
1.2 | Rules of Construction |
In this Agreement, unless otherwise expressly stated or the context otherwise requires:
(a) | the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; | |
(b) | references to an "Article" or "Section" followed by a number or letter refer to the specified Article or Section to this Agreement; | |
(c) | the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; | |
(d) | words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; | |
(e) | the word "including" is deemed to mean "including without limitation"; | |
(f) | the terms "party" and "the parties" refer to a party or the parties to this Agreement; | |
(g) | any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time; | |
(h) | any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder; | |
(i) | all dollar amounts refer to Canadian dollars; | |
(j) | any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; | |
(k) | references to "underwriter" include agents acting on an agency or best efforts basis, and references to "underwritten" offerings, issuances or distributions include offerings, issuances or distributions made on an agency or best efforts basis; |
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(l) | whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day; and | |
(m) | the beneficial ownership of the Company by the Investor shall be calculated as a percentage, the numerator of which shall be the aggregate number of Common Shares beneficially owned by the Investor and its affiliates and the denominator of which shall be the aggregate number of outstanding Common Shares (calculated, for certainty, on a non-diluted basis, unless specified otherwise). |
1.3 | Entire Agreement |
This Agreement and the Purchase Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in this Agreement and the Purchase Agreement.
1.4 | Time of Essence |
Time shall be of the essence of this Agreement.
1.5 | Governing Law and Submission to Jurisdiction |
(a) This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable in that province.
(b) Each of the parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.
1.6 | Severability |
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
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1.7 | Waiver |
No waiver of any provision of this Agreement shall be binding unless it is in writing. No indulgence or forbearance by a party shall constitute a waiver of such party's right to insist on performance in full and in a timely manner of all covenants in this Agreement. Waiver of any provision shall not be deemed to waive the same provision thereafter, or any other provision of this Agreement at any time.
1.8 | Amendments |
This Agreement may be amended or supplemented only by a written agreement signed by each of the parties.
1.9 | Binding Effect |
This Agreement shall be binding upon the parties hereto, their heirs and legal personal representatives and their respective permitted successors and permitted assigns.
1.10 | Nature of Holdings |
The entering into of this Agreement by the Investor shall not be interpreted to mean that the Company Shares held by the Investor may not legally be sold or otherwise disposed of, including in any of the relevant provinces and territories of Canada, without a prospectus and that such Company Shares may not thereafter be freely resold without a prospectus.
1.11 | Schedules |
The following schedule is attached hereto and forms part of this Agreement:
Schedule A | - | Registration Rights Procedures |
ARTICLE 2
BOARD OF DIRECTORS AND COMMITTEES
2.1 | Board of Directors Nominees and Observer |
(a) The Company agrees that upon the issuance of the Consideration Shares in accordance with the terms of the Purchase Agreement, the Board of Directors shall immediately: (i) appoint two initial Investor Nominees to serve on the Board of Directors until the next annual general meeting of Shareholders; and (ii) appoint one initial Investor Observer.
(b) The Company covenants and agrees that so long as the Investor may designate pursuant to this Agreement any Investor Nominee(s) to serve on the Board of Directors, the size of the Board of Directors shall not exceed seven directors.
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(c) Following the appointment of the initial Investor Nominees pursuant to Section 2.1(a): (i) if at any time, from time to time, the Investor beneficially owns at least 30% of the outstanding Common Shares, the Investor shall be entitled to designate two Investor Nominees for election to the Board of Directors; (ii) if at any time, from time to time, the Investor beneficially owns at least 20% but less than 30% of the outstanding Common Shares, the Investor shall be entitled to designate one Investor Nominee for election to the Board of Directors; (iii) if at any time, from time to time, the Investor beneficially owns at least 10% of the outstanding Common Shares, the Investor shall be entitled to designate one Investor Observer (in addition to any Investor Nominees); and (iv) if at any time, from time to time, the Investor beneficially owns less than 10% of the outstanding Common Shares, the Investor shall no longer be entitled to designate any Investor Nominee or Investor Observer.
(d) The Company agrees to nominate and recommend for election, at each meeting of Shareholders at which Company Directors are to be elected, such number of Investor Nominees as set forth in Section 2.1(c) for election to the Board of Directors that are provided to the Company in accordance with Section 2.1(g).
(e) The Company covenants and agrees to: (i) use commercially reasonable efforts to provide written notice of any regularly scheduled meeting of the Board of Directors to the Investor Observer at least ten Business Days prior to the date of such meeting and, in any event, for any meeting of the Board of Directors, provide written notice no later than such time as notice is provided to the Company Directors; (ii) provide the Investor Observer with a written agenda for each meeting of the Board of Directors concurrently with the provision thereof to the Company Directors, along with any other written materials provided to directors generally with respect to such meeting; (iii) allow the Investor Observer to attend, whether in person, by telephone conference call or any other mode of attendance generally made available to the Company Directors, each meeting of the Board of Directors (other than portions of the meeting that arein camera); and (iv) reimburse the Investor Observer for any travel expenses or other out-of-pocket costs or expenses reasonably incurred by the Investor Observer in connection with this Agreement or attending meetings of the Board of Directors in accordance with the Company's expense reimbursement policy in effect from time to time applicable to the Company Directors, as if the Investor Observer were a member of the Board of Directors. Upon the designation of an Investor Observer and at all times prior to the Investor Observer attending the first meeting of the Board of Directors, the Investor shall cause the Investor Observer to enter into a confidentiality agreement in substance and form mutually satisfactory to the Company and the Investor, each acting reasonably, and sign an acknowledgement agreeing to be bound by the Company's disclosure and insider trading policies.
(f) The Investor agrees that both the initial Investor Nominees and all subsequent Investor Nominees, shall in each case satisfy, as applicable, the Company's eligibility criteria of general application (as determined in good faith by the Board of Directors or an authorized committee thereof and including, for greater certainty, any Applicable Laws, regulations or stock exchange rules or policies) for director candidates (the "Director Eligibility Criteria"). In addition, any Investor Nominee that the Investor designates must be independent to sit on any of the corporate governance, compensation or audit committees of the Board of Directors. For greater certainty, at all such times as the Investor is permitted to designate two Investor Nominees for election to the Board of Directors in accordance with the provisions of Section 2.1(c),at least one of the two Investor Nominees must be independent.
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(g) The Investor shall advise the Company of the identity of each Investor Nominee by the later of: (i) at least 60 days prior to any meeting of Shareholders at which directors of the Company are to be elected; and (ii) the tenth day following the date on which the Investor receives written notice of the record date for a meeting of Shareholders at which directors of the Company are to be elected. If the Investor does not advise the Company of the identity of any Investor Nominee by such deadline, then the Investor will be deemed to have nominated the incumbent Investor Nominee(s), if any, and to otherwise forego such right to nominate until the next meeting at which directors are elected.
(h) The Investor may advise the Company in writing from time to time of the identity of any Investor Observer, and the "Investor Observer" hereunder shall be the individual identified as such by the Investor from time to time provided that the Investor remains eligible to designate an Investor Observer pursuant to Section 2.1(c),and further provided the Investor Observer has agreed to be bound by the confidentiality and corporate disclosure and insider trading requirements referenced in Section 2.1(e) above.
(i) In the event that any Investor Nominee shall cease to serve as a Company Director, whether due to such Investor Nominee's death, disability, resignation or removal, the Investor shall have the right within 30 days to nominate a replacement Investor Nominee and the Company shall cause the Board of Directors to appoint, as soon as practicable, such replacement Investor Nominee in accordance with this Agreement to fill the vacancy caused by such death, disability, resignation or removal, provided that such Investor Nominee satisfies the Director Eligibility Criteria and the Investor remains eligible to nominate such Investor Nominee pursuant to Section 2.1(c). If at any time the Investor has failed to nominate an Investor Nominee within the requisite period of time, such right will be forfeited until the next meeting of shareholders of the Company at which directors are to be elected.
(j) In the event that the Investor ceases to have any right to appoint one or more Investor Nominees, the Investor shall use commercially reasonable efforts to, unless requested otherwise by the Company, cause any Investor Nominees who are then Company Directors to resign from the Board of Directors, forthwith.
2.2 | Management to Endorse and Vote |
The Company agrees that management of the Company shall, in respect of every meeting of Shareholders at which the election of Company Directors is to be considered, and at every reconvened meeting following an adjournment or postponement thereof, endorse and recommend the Investor Nominees identified in the Company's proxy materials for election to the Board of Directors so long as such Investor Nominees satisfy the Director Eligibility Criteria, and shall vote their Common Shares in respect of which management is granted a discretionary proxy in favour of the election of such Investor Nominees to the Board of Directors at every such meeting.
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2.3 | Committees |
The Board of Directors has previously established or will establish at its next meeting following the date hereof, the following standing committees of the Board of Directors: (i) a corporate governance committee; (ii) a compensation committee; (iii) an audit committee; and (iv) a safety, health and environmental committee (the "SHE Committee"). The Company covenants and agrees that each committee of the Board of Directors, other than the SHE Committee, will be comprised of independent members of the Board of Directors. The Company covenants and agrees that for so long as the Investor is entitled to designate one or more Investor Nominees hereunder, if requested by the Investor from time to time, any committee of the Board of Directors so requested shall include one Investor Nominee, provided that such Investor Nominee is independent. With respect to any committee of the Board of Directors on which there are no Investor Nominees other than a special or independent committee struck to address an actual, perceived or potential conflict of interest with the Investor or for which the Investor, or an affiliate of the Investor, is (or is likely to become) an "interested party" (as such term is defined in Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions) in respect of a matter to be considered by such committee, the Investor shall be entitled to have, and the Company shall permit, such Investor Nominee as the Investor designates from time to time to attend meetings of such committee in the capacity of "observer".
2.4 | Advisory Board |
If at any time or from time to time the Investor beneficially owns at least 5% of the outstanding Common Shares, the Investor shall be entitled to have representation proportionate to its beneficial ownership of Common Shares on any advisory board or similar body organized, designated or utilized by the Company, provided that each relevant Investor representative on such board satisfies the eligibility criteria for such advisory board, including any requirements under Applicable Laws.
2.5 | Directors Liability Insurance |
Each Investor Nominee shall be entitled to the benefit of any directors' liability insurance or indemnity to which other Company Directors are entitled.
ARTICLE 3
ADDITIONAL GOVERNANCE RIGHTS AND COVENANTS
3.1 | Dividends |
The Company covenants and agrees that, for so long as the Investor has the right to appoint one or more Investor Nominees under Section 2.1, the Company shall not declare or pay any cash dividend or distribution on the Common Shares unless such dividend or distribution has been approved by the Investor Nominee(s), in addition to approval by a majority of the Board of Directors.
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3.2 | Third-Party Sales |
(a) Subject to Section 4.2, during the period commencing on Closing and ending on the date on which the Investor first beneficially owns less than 10% of the Common Shares, if the Investor desires to sell, whether in one transaction or through a series of related or connected transactions occurring within a period of 45 consecutive days, in the aggregate more than 5% of the then outstanding Common Shares to a person that is not an affiliate of the Investor (or to a group of such persons acting jointly or in concert, and their respective affiliates) on a private placement basis (a "Proposed Private Sale"), then:
(i) | the Investor shall give written notice thereof (the "Proposed Private Sale Notice") to the Company, which Proposed Private Sale Notice shall contain the material terms of the Proposed Private Sale, including the proposed price per Common Share, total number of Common Shares proposed to be sold pursuant to the Proposed Private Sale and the proposed closing date of the Proposed Private Sale; and | |
(ii) | the Company shall have the right to submit an offer to purchase and/or privately place 50% of the Common Shares subject to the Proposed Private Sale by matching the terms, including the price per Common Share, of the Proposed Private Sale (the "Company Offer"), by delivering a written notice thereof (the "Company Offer Notice") no later than three Business Days (the "Company Offer Notice Period") following receipt of the Proposed Private Sale Notice by the Company. |
(b) If the Company delivers a Company Offer Notice within the Company Offer Notice Period, the Company shall complete the purchase or private placement of Common Shares subject to the Company Offer concurrently with the closing of the Proposed Private Sale by the Investor, provided that such date is not earlier than 10 days following the expiry of the Company Offer Notice Period or such other date as mutually agreed between the Investor and the Company, each acting reasonably. In the event that the Company fails to complete the purchase or private placement of Common Shares subject to the Company Offer as aforesaid, then the Investor may sell or transfer the Common Shares that were the subject of the applicable Proposed Private Sale Notice without any restriction or limitation other than as set forth in Section 3.2(d) .
(c) If the Company fails to deliver a Company Offer Notice within the Company Offer Notice Period, the Company shall be deemed not to have made a Company Offer and the Investor may proceed with the Proposed Private Sale on terms not materially less favourable to the Investor than those set out in the Proposed Private Sale Notice. If the Company delivers a Company Offer Notice within the Company Offer Notice Period, then the Investor shall have the option to:
(i) | sell 50% of the Common Shares that are the subject of the Proposed Private Sale Notice to the Company and/or one or more third parties identified by the Company in the Company Offer Notice in accordance with the Company Offer; or |
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(ii) | abandon the Proposed Private Sale and retain all of the Common Shares that are the subject of the Proposed Private Sale Notice. |
(d) If the Investor does not complete the Proposed Private Sale within 45 days of the date of the Proposed Private Sale Notice, the provisions of this Section 3.2 shall again apply.
(e) If so requested by the Company, and provided that the Investor will not breach any confidentiality provisions, duty of confidentiality or any Applicable Law by so doing, the Investor will promptly disclose the name(s) of any proposed purchaser(s) under the Proposed Private Sale to the Company.
(f) For greater certainty, nothing in this Section 3.2 shall require the Investor to participate in any transaction with the Company with respect to any Common Shares that are the subject of a Proposed Private Sale Notice nor shall it restrict the Investor from proceeding with and closing a Proposed Private Sale, provided that the Investor has complied with this Section 3.2.
3.3 | Obligations of the Company |
(a) The Company covenants and agrees that it shall make all filings required from time to time under Applicable Securities Laws to maintain the Company's status as a "reporting issuer" (or the equivalent) under such Applicable Securities Laws and use commercially reasonable efforts to maintain the listing and posting for trading of the Common Shares on a recognized stock exchange in Canada.
(b) The Company shall not, without the prior written consent of the Investor, grant to any person any pre-emptive rights with respect to the securities of the Company or any registration or prospectus qualification rights or agree to register or qualify a prospectus of any kind or nature with respect to any securities of the Company, if such newly granted rights would have priority over, impair or would reasonably be expected to impair the rights granted to the Investor pursuant to this Agreement, including any direct or indirect interference or impairment of the participation rights of the Investor under Article 6.
3.4 | Right of First Look to Certain Assets |
(a) For so long as the Investor beneficially owns at least 20% of the outstanding Common Shares, the Investor shall cause its wholly-owned subsidiary, Clover Nevada LLC, to (subject to the rights of any other person with regards to the sale, lease, licensing or other exploitation of any mineral rights or other assets held by Clover Nevada LLC existing on the date hereof) whenever Clover Nevada LLC, acting in good faith, desires to sell, license, or otherwise dispose of any of its interest in any of its mineral rights or other assets:
(i) | give written notice of such sale, licensing or other disposition to the Company; | |
(ii) | the Company shall have the option to submit a preferential offer in respect of such mineral rights or other assets by submitting such offer to Clover Nevada LLC in writing no later than 30 days after the date of the notice described in Section 3.4(a)(i) and prior to such assets being sold or marketed to any third party; and |
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(iii) | if Clover Nevada LLC does not accept such offer or the Company does not submit an offer, Clover Nevada LLC may sell, license or otherwise dispose of such asset within 180 days of such notice. If such sale, license or disposition is not completed within 180 days, such transaction shall once again be subject to Section 3.4(a) |
(b) For the avoidance of doubt, nothing in this Agreement shall require Clover Nevada LLC to participate in any transaction with the Company or restrict Clover Nevada LLC's ability to sell, license, lease, dispose of or otherwise deal with any of its mineral rights or other assets provided that it has complied with the provisions of Section 3.4.
3.5 | Voting |
From the Closing Date until the date which is two years following the Closing Date, provided that the Company is in compliance with its obligations under Article 2, including, but not limited to allowing the Investor to designate the requisite number of Investor Nominees, the Investor agrees that it will not vote its Common Shares at any meeting of shareholders of the Company held during such two year period against the voting recommendations of management of the Company as set forth in the management information circular sent to shareholders of the Company in respect of such meeting; provided, however, that in respect of matters put forth for approval in respect of fundamental changes, acquisitions or financing by the Company and Change of Control Transactions, which shall remain subject to compliance with Section 4.1, the Investor shall be entitled to vote its Common Shares (and, to the extent afforded a vote under Applicable Laws or otherwise, its Preferred Shares) in its sole and absolute discretion. For greater certainty, nothing in this Agreement shall require the Investor Nominees to vote in their capacity as directors of the Company with management, and such Investor Nominees shall have unfettered discretion to exercise their fiduciary duties as directors of the Company, including on all matters put forward to a vote of the Board of Directors, in their sole and absolute discretion.
ARTICLE 4
STANDSTILL AND TRANSFERS OF CONSIDERATION SHARES
4.1 | Standstill |
(a) The Investor covenants and agrees that during the Standstill Period it shall not and it shall cause its affiliates not to, in any manner, directly or indirectly:
(i) | propose or seek to effect any Change of Control Transaction or support in any fashion the efforts of any other person to make or consummate a Change of Control Transaction including by entering into a support agreement or lock-up agreement in respect of such transaction, provided, however, that for greater certainty, the Investor and its affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction publicly supported by a majority of the Board of Directors; |
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(ii) | solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board of Directors; | |
(iii) | advise or encourage any person (including forming a "group" with any such person) proposing any of the foregoing; or | |
(iv) | make any public announcement or take any action in furtherance of the foregoing. |
(b) Notwithstanding Section 4.1(a), the Investor and its affiliates shall not be restricted from:
(i) | acquiring securities of the Company with the prior written consent of the Company (which consent may be withheld in the Company's sole discretion); | |
(ii) | acquiring securities of the Company in accordance with the terms of the Preferred Shares or the Participation Rights set forth in Section 6.1, provided that after such acquisition, the Investor shall not beneficially own more than 49% of the Common Shares; | |
(iii) | participating in rights offerings conducted by the Company; | |
(iv) | receiving stock dividends or similar distributions made by the Company; | |
(v) | provided that the Investor has not breached Section 4.1(a), tendering Common Shares to a formal take-over bid for the Common Shares or any similar transaction by an arm's length third party; or | |
(vi) | disposing of Common Shares by operation of a statutory amalgamation, merger, arrangement or other statutory procedure involving the Company or the Common Shares. |
4.2 | Limitations on Transfer |
In addition to any escrow requirements imposed by the Exchange, the Investor agrees that the Investor will not, and will not cause or permit any affiliate to, transfer, sell or otherwise dispose of all or any portion of the Investor’s Consideration Shares or Preferred Shares, directly or indirectly, prior to 24 months following Closing (the "Lock Up Period"), except:
(a) | for transfers of Consideration Shares or Preferred Shares to an affiliate of the Investor which agrees to be bound by this Agreement; or | |
(b) | pursuant to a formal take-over bid, formal issuer bid, statutory amalgamation or merger, statutory arrangement or other statutory procedure involving the Company. |
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ARTICLE 5
DEMAND AND PIGGY-BACK REGISTRATION RIGHTS SECTION
5.1 | Demand Registration Rights |
(a) Subject to Section 5.1(c), at any time following the expiry of the Lock Up Period, upon the written request (a "Demand Notice") of the Investor made at any time and from time to time, the Company will use commercially reasonable efforts, subject to complying with Applicable Securities Laws and applicable stock exchange requirements (and the Company will use commercially reasonable efforts to comply with such laws), to file such documents and take such other steps as may be necessary under Applicable Securities Laws to qualify for Distribution all or any whole number of Common Shares held by the Investor (the Common Shares subject to a Demand Notice, the "Qualifying Securities"). The Company and the Investor shall cooperate in a timely manner and in accordance with the procedures set forth in Schedule A hereto in connection with each such Distribution (a "Demand Registration").
(b) After receipt of a Demand Notice referred to in Section 5.1(a), the Company shall have five Business Days (or two Business Days in the context of a Bought Deal) to determine whether it wishes to Distribute Common Shares under the prospectus prepared in connection with such Demand Registration by giving written notice to the Investor, specifying the number of Common Shares it wishes to Distribute, provided that if the lead underwriter or underwriters, acting in good faith, advises the Investor in writing that, in its or their judgment, the inclusion of the Common Shares to be Distributed by the Company in the Demand Registration should be limited (i) due to market conditions, or (ii) because the number of Common Shares proposed to be distributed is likely to have an adverse effect on the successful marketing of the Qualifying Securities (including the price range acceptable to the Investor), then the maximum number of Common Shares that the lead underwriter advises or lead underwriters advise should be Distributed will be allocated as follows: (1) first, to the number of Qualifying Securities; and (2) second, to the number of Common Shares to be Distributed by the Company, if any, that may be accommodated in such Distribution.
(c) Notwithstanding Section 5.1(a), the Company will not be obligated to effect a Demand Registration:
(i) | within a period of twelve months after the date of completion of a previous Demand Registration; | |
(ii) | unless the Distribution would reasonably be expected to result in aggregate gross proceeds of at least $20 million to the Investor and/or the Company; | |
(iii) | other than in a province or territory of Canada, unless at the time of receiving such Demand Notice the Company has an existing registration statement (or the equivalent) in such other jurisdiction; | |
(iv) | before the 90thday following the date on which (A) a receipt was issued to the Company with respect to any final prospectus (other than a base-shelf prospectus) filed by the Company in a jurisdiction of Canada to qualify the issuance of Common Shares or (B) a registration statement (other than in respect of a shelf offering) filed by the Company with the U.S. Securities and Exchange Commission to qualify the offering of Common Shares became effective; |
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(v) | in the case of a Bought Deal, unless the Company is provided at least two Business Days’ prior notice that the Investor is entering into a Bought Deal commitment; or | |
(vi) | in the event that the Board of Directors determines in good faith that there is a Valid Business Reason (as defined below) and that it is, therefore, in the best interests of the Company to defer the filing of a prospectus at such time, in which case the Company's obligations under this Section 5.1 will be deferred until the earlier of: |
(A) | five Business Days after the date that such Valid Business Reason ceases to exist; and | |
(B) | the expiry of a period of not more than 90 days from the date of receipt of the Demand Notice; provided that such right of deferral may not be exercised more than once in any 12-month period. |
For purposes of this Section 5.1(c)(vi), "Valid Business Reason" means a determination that:
(I) | the effect of the filing of a prospectus would impede or materially adversely affect a pending or proposed acquisition, disposition, financing, merger, recapitalization, regulatory approval, consolidation, reorganization, or similar transaction involving the Company that is material to the Company, or the negotiations, discussions or pending proposals with respect thereto; or | |
(II) | there exists at the time material non-public information relating to the Company or its Subsidiaries, the disclosure of which would be materially adverse to the Company and its Subsidiaries, taken as a whole; |
provided that the Company will give written notice of its determination to defer filing, and of the fact that the Valid Business Reason for such deferral no longer exists, in each case, promptly after the determination thereof. If at any time prior to receiving written notice that a Valid Business Reason for a deferral no longer exists, the Investor advises the Company in writing that it has determined to withdraw such request for a Demand Registration, then such Demand Registration and the request therefor will be deemed to be withdrawn and such request will be deemed not to have been given for purposes of determining whether the Investor has exercised its right to a Demand Registration pursuant to this Section 5.1.
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(d) Any Demand Registration pursuant to Section 5.1(a) shall:
(i) | specify the number of Common Shares which the Investor intends to Distribute; | |
(ii) | describe the nature or methods of the proposed offer and sale thereof and the provinces and territories of Canada in which such offer shall be made; | |
(iii) | contain an undertaking of the Investor to provide all such information regarding its holdings and the proposed manner of Distribution thereof as may be reasonably required in order to permit the Company to comply with all Applicable Securities Laws; | |
(iv) | specify whether such offer and sale shall be made by an underwritten public offering; and | |
(v) | be carried out in accordance with the procedures set forth in Schedule A to this Agreement. |
(e) In the case of a public offering initiated pursuant to this Section 5.1, the Investor, acting reasonably, shall have the right to select the managing underwriter or agent or underwriters or agents of such Qualifying Securities. The Investor shall consult with the Company with respect to any other underwriters or agents that the Company desires to include as members of the syndicate formed for the purpose of the Demand Registration and shall use commercially reasonable efforts to include such underwriters or agents in such syndicate. The Company will have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Section 5.1.
(f) Notwithstanding anything to the contrary contained herein, a Demand Registration will not be considered as having been effected until a receipt has been issued for a final prospectus by the Canadian Securities Regulatory Authorities or a prospectus supplement to a base shelf prospectus has been filed with the Canadian Securities Regulatory Authorities in accordance with National Instrument 44-102 –Shelf Distributions, in each case, pursuant to which the Qualifying Securities are to be sold; and provided further that at any time prior to the issuance of such a receipt or filing of such a prospectus supplement, the Investor may withdraw its request for Demand Registration by advising the Company in writing that it has determined to withdraw such request, in which case (i) such Demand Registration and the request therefor will be deemed to be withdrawn, and (ii) such request will be deemed not to have been given for purposes of determining whether the Investor has exercised its right to a Demand Registration pursuant to this Section 5.1, provided that this provision shall only apply to one such withdrawal in a calendar year and, thereafter, subsequent withdrawals in such calendar year will count as an exercise of the Demand Registration right.
(g) The provisions of this Section 5.1 shall apply if at the time of the Demand Notice the Investor beneficially owns at least 10% of the Common Shares.
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5.2 | Piggy-Back Registration Rights |
(a) Following the expiry of the Lock Up Period, if the Company proposes to make a Distribution, other than by way of a Bought Deal, the Company will give the Investor no less than five Business Days' prior written notice of the proposed Distribution, including proposed pricing, if known. Upon the written request of the Investor given within three Business Days after receipt of the notice of the proposed Distribution from the Company, subject to Section 5.2(c), the Company will use commercially reasonable efforts to, in conjunction with the proposed Distribution, cause to be qualified in such offering the applicable number of Common Shares of the Investor in accordance with the procedures set forth in Schedule A to this Agreement (a "Piggy-Back Registration"), provided that the maximum number of Common Shares of the Investor to be included in the proposed Distribution shall not exceed 25% of the total Common Shares issuable under the proposed Distribution or such other number of Common Shares as the Company and the Investor may mutually agree.
(b) If the proposed Distribution is not completed within 90 days of a notice of a Piggy-Back Registration, the related notice of a Piggy-Back Registration delivered by the Investor hereunder shall be deemed to be withdrawn.
(c) If the Company is proposing to undertake a Bought Deal, the Company shall give such notice to the Investor, including anticipated pricing, as is practical in the circumstances given the speed and urgency under which Bought Deals are conducted. The Investor shall have one Business Day from the date the Company advises it of such proposed Bought Deal to notify the Company of the number of Qualifying Securities that the Investor requests to be included in such Bought Deal; unless otherwise agreed to by the Company, such amount not to exceed 25% of the total Common Shares issuable under the proposed Distribution or such other number of Common Shares as the Company and the Investor may mutually agree. The Company shall use commercially reasonable efforts to include such Common Shares in any Bought Deal, and, if so included, the procedures set forth in Schedule A to this Agreement shall apply to such Distribution.
(d) The underwriters or agents engaged in connection with any Distribution in connection with a Piggy-Back Registration shall be as mutually agreed by the Company and the Investor, each acting reasonably; provided, however, that in the case of a Bought Deal the Company may select the lead underwriter or agent. The Company will have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Section 5.2.
(e) The provisions of this Section 5.2 shall apply if at the time of the proposed Distribution the Investor beneficially owns at least 10% of the Common Shares.
5.3 | Piggy-Back Private Placement Rights |
(a) Following the expiry of the Lock Up Period, if the Company proposes to make a Private Placement, the Company will promptly give the Investor five Business Days' prior written notice of the proposed Private Placement, including proposed pricing, if known. Upon the written request of the Investor given within three Business Days after receipt of the notice of the proposed Private Placement from the Company, the Company, provided the Investor executes all such agreements and documents reasonably necessary to include the Common Shares of the Investor in a Private Placement, will use commercially reasonable efforts to, in conjunction with the proposed Private Placement, cause to be included in such Private Placement the applicable number of Common Shares of the Investor pursuant to an exemption from the prospectus requirements under Applicable Securities Laws, provided that the maximum number of Common Shares of the Investor to be included in the proposed Private Placement shall not exceed 15% of the total Common Shares issuable under the proposed Private Placement or such other number of Common Shares as the Company and the Investor may mutually agree.
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(b) Any underwriters or agents engaged in connection with any Private Placement in connection with which the Investor has requested that Common Shares held by it be included shall be as mutually agreed by the Company and the Investor, each acting reasonably. The Company will have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Section 5.3.
(c) All Registration Expenses related to such Private Placement shall be borne by the Company and the Investor in proportion to the proceeds received by the Company and the Investor from such Private Placement.
(d) The provisions of this Section 5.3 shall apply if at the time of the proposed Private Placement the Investor beneficially owns at least 10% of the Common Shares.
ARTICLE 6
PARTICIPATION RIGHTS
6.1 | Participation Right |
(a) If the Company issues any Common Shares or Subject Securities other than pursuant to an Exempt Issuance (any such issuance, a "Subsequent Offering"), then the Company shall promptly, and, in any event within three Business Days following the public announcement of such Subsequent Offering, provide a written notice (the "Subsequent Offering Notice") to the Investor setting out: (i) the number of Common Shares or Subject Securities issued or contemplated to be issued in connection with the Subsequent Offering at the time and the total number of Common Shares and Subject Securities issued and outstanding as of the close of business on the Business Day immediately preceding the Subsequent Offering Notice; (ii) the material terms and conditions of any Subject Securities issued or contemplated to be issued in connection with the Subsequent Offering at the time, including any term sheets or offer sheets, if any; (iii) to the extent known, the subscription price per Common Share or Subject Security issued or to be issued in connection with the Subsequent Offering; and (iv) the proposed closing date for the issuance of Common Shares or Subject Securities to the Investor, assuming the Investor exercises its Participation Rights, which closing date shall be the later of (A) 10 days following the date of the Subsequent Offering Notice, (B) the closing date set for the Subsequent Offering, (C) if shareholder approval is required under Applicable Laws for the Company to complete the issuance of Common Shares or Subject Securities to the Investor pursuant to its exercise of its Participation Rights, the Business Day following receipt of such shareholder approval, or (D) such other date as the Company and the Investor may agree.
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(b) Subject to the receipt by the Company of all required regulatory approvals and compliance with Applicable Laws, the Investor shall have the right (the "Participation Right"), upon providing notice to the Company within three Business Days following receipt of the Subsequent Offering Notice that it intends to exercise its Participation Right, in whole or in part, to subscribe for and to be issued, on a private placement basis, and otherwise substantially on the terms and conditions of such Subsequent Offering:
(i) | in the case of a Subsequent Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain its Pro- Rata Portion held immediately prior to the completion of the Subsequent Offering; and | |
(ii) | in the case of a Subsequent Offering of Subject Securities, up to such number of Subject Securities that will (assuming the conversion, redemption, exercise or exchange of all Subject Securities issuable in connection with the Subsequent Offering and of all Subject Securities issuable pursuant to the Participation Right) allow the Investor to maintain its Pro-Rata Portion held immediately prior to the completion of the Subsequent Offering, |
in each case, for greater certainty, after giving effect to any Common Shares or Subject Securities acquired by the Investor or any of its affiliates as part of the Subsequent Offering, other than pursuant to the exercise of the Participation Right.
(c) The Company covenants and agrees to promptly use all commercially reasonable efforts, including, but not limited to, promptly making all required filings with any Exchange or applicable securities regulatory commission and paying all fees in connection therewith, to obtain any Exchange or other regulatory approvals required to issue Common Shares or Subject Securities to the Investor pursuant to the Participation Right. If the Company is required by the Exchange or otherwise to seek Shareholder approval for the issuance of Common Shares or Subject Securities to the Investor in the Subsequent Offering pursuant to the Participation Right, then the Company may complete that portion of the Subsequent Offering that the Exchange will permit without Shareholder approval provided that the Investor subscribes for and is issued at that time the lesser of: (i) apro rata portion of the maximum number of Common Shares or Subject Securities that the Investor wishes to purchase in the Subsequent Offering pursuant to the Participation Right based on the size of the issuance that the Company is entitled to complete without obtaining Shareholder approval; and (ii) the maximum number of Common Shares or Subject Securities that the Exchange will permit the Company to issue in the Subsequent Offering to the Investor without obtaining Shareholder approval, and the Company shall call and hold a meeting of Shareholders to consider the subscription and issuance of the balance of the Common Shares or Subject Securities in the Offering that are subject to the Participation Right as soon as reasonably practicable, and, in any event, such meeting shall be held within 60 days after the date that the Company is advised that it will require Shareholder approval. In connection with such meeting of Shareholders (or any adjournment or postponement thereof), unless inconsistent with the fiduciary duties of the Board of Directors, management of the Company shall recommend that Shareholders vote in favour of such share issuance to the Investor and shall vote their Common Shares in respect of which management is granted a discretionary proxy in favour of such share issuance to the Investor. If Shareholder approval for such issuance is obtained, the Company will issue to the Investor, and the Investor will pay for, the issuance of the remaining Common Shares or Subject Securities in the Subsequent Offering pursuant to the Participation Right on the Business Day following receipt of such Shareholder approval. If, however, Shareholder approval for the issuance of Common Shares or Subject Securities in the Subsequent Offering pursuant to the Participation Right is not obtained at such meeting, the Investor shall lose such Participation Right in respect of such Subsequent Offering, provided, however, that the provisions of this Article 6 shall again apply to the Investor on a new Subsequent Offering.
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(d) The Company covenants and agrees not to announce nor complete a Subsequent Offering during the period commencing on the Closing and ending six months thereafter where the subscription price with respect to such Subsequent Offering is less than 125% of the weighted average subscription price of all Financings completed principally with institutional investors and accredited investors that are arm's length investors prior to the Closing, without the prior written consent of the Investor.
(e) The provisions of this Article 6 shall apply if at the time of the proposed Subsequent Offering the Investor: (i) beneficially owns at least 15% of the Common Shares; or (ii) has not sold 50% of the Common Shares beneficially owned by the Investor on the effective date of the RTO (excluding, for certainty, sales to affiliates).
ARTICLE 7
FOUNDERS' COVENANTS
7.1 | Vote in Favour of Investor Nominees |
Each of the Founders covenants and agrees that in respect of every meeting of Shareholders at which the election of Company Directors is to be considered, and at every reconvened meeting following an adjournment or postponement thereof, he shall vote all Common Shares beneficially owned or controlled by him or for which he is granted a discretionary proxy in favour of the election of the Investor Nominees to the Board of Directors at every such meeting.
7.2 | Exchange Escrow |
Each Founder and the Investor agrees that such Founder or Investor, as the case may be, shall comply with and be bound by all escrow requirements imposed by the Exchange on which the Common Shares are listed or proposed to be listed and under Applicable Securities Laws.
7.3 | Lock-up |
Each Founder agrees that such Founder will not, and will cause its affiliates not to, directly or indirectly, without the prior written consent of the Company transfer, sell, assign, gift, pledge, encumber, hypothecate, mortgage, exchange or otherwise dispose of in a public offering or by way of private placement or otherwise any Common Shares prior to the date which is 24 months following the closing of the RTO, except:
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(a) | pursuant to an Estate Planning Transaction, provided that the transferee(s) thereunder agree to be bound by the provisions of this Article 7; or | |
(b) | pursuant to a formal take-over bid, formal issuer bid, statutory amalgamation or merger, statutory arraignment or other statutory procedure involving the Company or the Common Shares. |
7.4 | Subscription for Common Shares |
(a) Each Founder jointly and severally agrees that the Founders shall complete the Founders' Financing either directly or through their affiliates.
(b) Matthew Lennox-King agrees to complete his portion of the Founder's Financing in accordance with the terms and conditions of the side letter between him and the Investor dated December 8, 2016.
ARTICLE 8
COMPANY SUCCESSORS
8.1 | Certain Requirements in Respect of a Combination |
(a) Subject to Section 8.3, in the event that the Company enters into a transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or 50% or more of its then outstanding Common Shares are acquired by another Person in exchange for, in whole or in part, securities of such other Person (such transaction, a "Combination"), it shall ensure that such other Person or continuing entity (the "Company Successor") executes, prior to or contemporaneously with the consummation of such transaction, an agreement (a "Successor Agreement") and such other instruments (if any) as are reasonably necessary or advisable to evidence (i) the preservation and non-impairment of the rights of the Investor in Section 2.1 and Article 6 with respect to the Company Successor, as if the Company Successor was the Company hereunder, (ii) the assumption by the Company Successor of liability for all amounts payable and property deliverable hereunder and the covenant of such Company Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of the Company under this Agreement, and (iii) the amendments to this Agreement contemplated by Section 8.1(b) below.
(b) Following the Combination, each of (i) the percentage thresholds for the Investor's right to designate an Investor Nominee(s) and an Investor Observer set forth in Section 2.1, and (ii) the percentage threshold for the Investor's Participation Right set forth in Article 6, shall be deemed to be adjusted such that the applicable percentage threshold shall be decreased in accordance with the following formula:
Existing threshold x (A / B) = post-Combination threshold, expressed as a percentage
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where:
(A) | = Total number of common sharesof Company Successor held intheaggregate by Company shareholders onthe date immediately followingtheclosing of the Combination | ||||
(B) | = Total number of common sharesof Company Successor issuedandoutstanding (on a non-diluted basis) onthe date immediately followingtheclosing of the Combination |
8.2 | Vesting of Powers in, and Assumption of Obligations by, Successor |
In the event of a Combination, the parties hereto and the Company Successor will execute and deliver a supplemental agreement hereto and thereupon the Company Successor will possess and from time to time may exercise each and every right and power and will be subject to each and every obligation of the Company hereunder and any act or proceeding under any provision hereunder required to be done or performed by the Company Directors or any officers of the Company may be done and performed with like force and effect by the trustees, directors or officers, as applicable, of such Company Successor.
8.3 | Non-Applicability |
Sections 8.1 shall only apply if immediately following the consummation of a Combination, the Investor will hold more than 15 % of the outstanding votes attached to all securities of the Company Successor immediately following the completion of such transaction.
ARTICLE 9
GENERAL
9.1 | Notices |
All notices, demands or other communications ("Notices") to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient or by email addressed to the recipient. Such notices, demands and other communications shall be delivered, mailed or sent electronically to the parties at the respective addresses or email addresses indicated below:
(a) | in the case of a Notice to the Company at: | |
Contact Gold Corp. | ||
Attention: ■ | ||
Fax: ■ | ||
E-mail: ■ |
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With a copy to, in the case of notice to the Company to: | |||
Cassels Brock & Blackwell LLP | |||
Suite 2100, Scotia Plaza | |||
40 King Street West | |||
Toronto, Ontario M5H 3C2 | |||
Attention: | Jay Goldman | ||
Fax: | 416.644.9337 | ||
E-mail:jgoldman@casselsbrock.com |
(b) | in the case of a Notice to the Investor at: | ||
c/o Waterton Global Resource Management, Inc. | |||
199 Bay Street, Suite 5050 | |||
Toronto, Ontario M5L 1E2 | |||
Attention: | Kamal Toor | ||
Fax: | 416.504.3200 | ||
E-mail: | [Redacted] | ||
With a copy, in the case of notice to the Investor to: | |||
Davies Ward Phillips & Vineberg LLP | |||
155 Wellington Street West | |||
Toronto, ON M5V 3J7 | |||
Attention: | Sarbjit S. Basra and Brett Seifred | ||
Fax: | 416.863.0871 | ||
E-mail:sbasra@dwpv.com / bseifred@dwpv.com |
Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of emailing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, emailed or sent before 5:00 p.m. (local time at the address of the party receiving such communication) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth Business Day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt.
9.2 | Further Assurances |
Each party shall act in good faith in performing its obligations and exercising its rights herein and shall promptly do, make, execute or deliver, or cause to be done, made,executed or delivered, all such further acts, documents and things as the other party may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable commercial efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.
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9.3 | Ownership of Common Shares |
The Investor shall promptly notify the Company in writing from time to time if, to its knowledge, it ceases to beneficially own at least 30%, 20%, 10% or 5%, as applicable, of the outstanding Common Shares.
9.4 | Assignment |
Except as specifically contemplated by Sections 7.3(a) and 8.1, this Agreement is not assignable by any party except with the prior written consent of the other parties.
9.5 | Injunctive Relief |
The Company agrees that any breach of the terms of this Agreement would result in immediate and irreparable injury and damage to the Investor for which the Investor could not be adequately compensated by damages. The Company therefore also agrees that in the event of any such breach or any anticipated or threatened breach, the Investor shall be entitled to equitable relief by way of temporary or permanent injunction, without having to prove damages, in addition to any other remedies (including damages) to which the Investor may be entitled at law or in equity.
9.6 | Termination |
(a) This Agreement shall terminate with respect to each Founder and each of their obligations hereunder, on the earlier of (i) the Business Day immediately subsequent to the date upon which the Investor ceases to beneficially own at least 5% of the outstanding Common Shares (calculated on a fully-diluted basis) (ii) the date which is 24 months following the closing of the RTO and (iii) the occurrence of a Combination or Change of Control Transaction (provided a Successor Agreement has been executed and delivered by the Company Successor as contemplated in Section 8.1(a)) .
(b) This Agreement shall terminate with respect to the Investor and its obligations and rights hereunder on the Business Day on which the Investor ceases to beneficially own at least 5% of the Common Shares (calculated on a fully-diluted basis and including, for greater certainty, any Common Shares issuable pursuant to the terms and conditions of the Preferred Shares).
(c) Following a Change of Control Transaction or Combination, the Investor shall have no further obligations to the Company under this Agreement and any Company Successor shall have only those obligations described in Article 8 and set forth in the Successor Agreement.
(d) Until such time as this Agreement is terminated with respect to the Investor in accordance with its terms, the Investor's rights under this Agreement shall be determined based on the Investor's shareholdings at the relevant time and from time to time, provided that, notwithstanding the provisions set out in sections 2.1(c), 5.1(g), 5.2(e), 5.3(d) and 6.1(e) hereof, but subject to Article 8, each applicable provision of the Investor’s rights under this Agreement shall be extinguished without the ability to be reinstated once the Investor’s shareholdings decrease below any applicable threshold contained in this Agreement unless the Investor’s shareholdings of Common Shares are increased through a conversion of the Investor’s Preferred Shares into Common Shares in which case the Investor’s rights shall be reinstated if the Investor’s shareholdings again equal or exceed any applicable threshold they had previously dropped below.
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9.7 | Counterparts |
This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Delivery of an executed signature page to this Agreement by a party by facsimile or electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such party.
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first above written.
[WINWELL VENTURES INC.] | |
by | |
Name: | |
Title: | |
by | |
Name: | |
Title: | |
WATERTON PRECIOUS METALSFUND II CAYMAN, LP, | |
by its general partner, | |
WATERTON GLOBAL RESOURCEMANAGEMENT, LP, | |
by its general partner, | |
WATERTON GLOBAL RESOURCEMANAGEMENT CAYMAN CORP. | |
by | |
Name: | |
Title: | |
by | |
Name: | |
Title: |
[INSERT SIGNATURE BLOCKS FOR FOUNDERS / FOUNDER HOLDCOS]
Execution Page– Governance and Investor Rights Agreement
SCHEDULE A
REGISTRATION RIGHTS PROCEDURES
1. | Registration Procedures |
Whenever the Company is under an obligation pursuant to the provisions of this Agreement to effect the qualification of Common Shares in connection with a Distribution of any Qualifying Securities on behalf of the Investor:
(a) | the Company shall prepare and file as expeditiously as practicable (and, in any event, not later than 45 days after the receipt of a Demand Notice in the case of a Distribution other than by way of a Bought Deal) with the appropriate Canadian Securities Regulatory Authorities all documents reasonably necessary, including, if required, a prospectus or short form prospectus and any amendment or supplement thereto, to qualify for Distribution the Qualifying Securities and, in so doing, act as expeditiously as is practicable and in good faith to settle all deficiencies and obtain those receipts and clearances and provide those customary undertakings and commitments as may be reasonably required by any Canadian Securities Regulatory Authority, all as may be necessary to permit the Distribution of the Qualifying Securities in compliance with all Applicable Securities Laws. Notwithstanding the foregoing, in the event the Distribution is to be made pursuant to a Bought Deal in accordance with this Agreement, the Company shall attend to such preparations and filings as soon as is practical in the circumstances taking into account the speed and urgency under which Bought Deals are conducted; | |
(b) | prior to the filing of a prospectus and up to the date of completion of the Distribution of the Qualifying Securities, the Company shall permit the Investor to review and participate in the preparation of the prospectus and any related offering materials or filings and shall allow the Investor and any underwriters or agents involved to conduct any due diligence investigations reasonably requested, provided, however, that the Investor shall not have any right to approve the content of the prospectus or related offering material (other than content relating to or describing the Investor or its affiliates); | |
(c) | during the period from the date of initiation of the Distribution and up to the date of completion of the Distribution of the Qualifying Securities, the Company shall promptly notify the Investor in writing of: |
(i) | any filing made by the Company of information relating to the Distribution with any Canadian Securities Regulatory Authority and any correspondence with any Canadian Securities Regulatory Authority regarding the Distribution; | |
(ii) | any material change within the meaning of Applicable Securities Laws with respect to the Common Shares; |
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(iii) | any material fact within the meaning of Applicable Securities Laws which has arisen or has been discovered and would have been required to have been stated in the prospectus or any related offering materials or filings had the fact arisen or been discovered on, or prior to, the date of such document; and | |
(iv) | any change in any material fact within the meaning of Applicable Securities Laws (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the prospectus or any related offering materials or filings which fact or change is, or may be, of such a nature as to render any statement in any such document misleading or untrue in any material respect or which would result in a misrepresentation within the meaning of Applicable Securities Laws in any such document, or which would result in any such document not complying with Applicable Securities Laws. |
(d) | during the period from the date of initiation of the Distribution to the date of completion of the Distribution of the Qualifying Securities, the Investor shall promptly notify the Company in writing of: |
(i) | any filing made by the Investor of information relating to the Distribution with any Canadian Securities Regulatory Authority and any correspondence with any Canadian Securities Regulatory Authority regarding the Distribution; | |
(ii) | any material fact, within the meaning of Applicable Securities Laws, in respect of the Investor which has arisen or has been discovered and would have been required to have been stated in the prospectus or any related offering materials or filings had the fact arisen or been discovered on, or prior to, the date of such document; and | |
(iii) | any change in any material fact, within the meaning of Applicable Securities Laws, (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact), in respect of the Investor, contained in the prospectus or any related offering materials or filings which fact or change is, or may be, of such a nature as to render any statement in any such document misleading or untrue in any material respect or which would result in a misrepresentation within the meaning of Applicable Securities Laws in any such document, or which would result in any such document not complying with Applicable Securities Laws. |
(e) | the Company and the Investor shall in good faith discuss any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under Section 1(c) or Section 1(d) of this Schedule A; |
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(f) | promptly, and in any event within any applicable time limitation, the Company shall comply with all applicable filings and other requirements under Applicable Securities Laws as a result of a material change, the discovery of a material fact or the change in a material fact referred to under Section 1(c) or 1(d) of this Schedule A, provided that the Company shall not file any amendment to the prospectus or other document without first complying with its obligations in Section 1(c) of this Schedule A; | |
(g) | the Company shall furnish to the Investor such number of copies of any preliminary prospectus, prospectus and any supplements or amendments thereto, any documents incorporated by reference in such prospectus and such other documents as the Investor may reasonably request in order to facilitate the Distribution of the Qualifying Securities; | |
(h) | if an underwritten public offering is contemplated, the Company shall execute and perform the obligations under an underwriting agreement in a form reasonably satisfactory to the Investor containing customary representations, warranties and indemnities for the benefit of the Investor, the Company and the underwriter(s) and providing for the delivery of customary documents; | |
(i) | subject to Applicable Securities Laws, the Company shall keep the prospectus effective until the Investor has completed the sale of Common Shares under the prospectus, but no longer than 90 days from the date of the prospectus, provided that the Investor uses commercially reasonable efforts to complete such sale as soon as reasonably practicable; | |
(j) | the Company shall use commercially reasonable efforts to promptly furnish to the underwriter(s) involved in the Distribution all documents and information as they may reasonably request; | |
(k) | the Company shall promptly take such other customary actions and execute and deliver such other customary documents as may be reasonably necessary to give full effect to the rights of the Investor under this Agreement; | |
(l) | to the extent reasonably requested by the underwriters, the Company and its management shall use commercially reasonable efforts to assist in the marketing of the securities being offered, including to ensure the attendance and participation of senior officers of the Company in customary "road shows"; | |
(m) | the Company shall use its commercially reasonable efforts to list the Qualifying Securities on each securities exchange or quotation system on which Common Shares are then listed or quoted, if such Common Shares are not already so listed or quoted; | |
(n) | the Company shall use commercially reasonable efforts to prevent the issuance of any cease trading order suspending the use of any prospectus and, if any such order is issued, to promptly obtain the withdrawal of any such order; and |
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(o) | the Company shall use its commercially reasonable efforts to furnish, at the request of the Investor, on the date that such Common Shares are delivered to the underwriters for sale in connection with the Distribution: |
(i) | an opinion, dated such date, of the Company's counsel for the purposes of such Distribution, in form and substance as is customarily given to selling shareholders in an underwritten public offering, addressed to the Investor; and | |
(ii) | a letter, dated such date, from the Company's auditors, in form and substance as is customarily given by auditors to underwriters in an underwritten public offering, addressed to the Investor and the underwriters, if any. |
2. | Rights and Obligations of the Investor |
The Investor will furnish to the Company such information and execute such documents regarding the Qualifying Securities and the intended method of disposition thereof as the Company may reasonably request in order to effect the requested qualification for sale or other disposition in accordance with this Agreement and Applicable Securities Laws. If an underwritten public offering is contemplated, the Investor shall execute an underwriting agreement in a form reasonably satisfactory to the Investor containing customary representations, warranties and indemnities (and contribution covenants) for the benefit of the underwriters and the Company; provided that the obligation to indemnify set out in such underwriting agreement shall be limited in amount to the gross proceeds received by the Investor from the sale of Qualifying Securities pursuant to such Distribution. The Investor will have the right to withdraw from a proposed underwritten public offering at any time prior to the signing of a binding agreement, without incurring any obligation to the Company or any proposed underwriter, except as set forth below. The Investor shall have no obligation to assist in the marketing of the securities being offered, or to attend or participate in any "road shows".
3. | Expenses of Registration |
(a) | Subject to Sections 3(b) and (c) of this Schedule A, all Registration Expenses incurred in respect of a Demand Registration in which no securities are issuable from treasury of the Company shall be borne by the Investor, provided that in all cases the Company shall bear the fees and expenses of its counsel. | |
(b) | Subject to Section 3(c) of this Schedule A, Registration Expenses incurred in respect of a Demand Registration in which securities are issuable from treasury of the Company or in respect of a Piggy-Back Registration shall be borne by the Company and the Investor in proportion to the proceeds received by (or, in the case of a Distribution that is not completed, the proposed allocation of the Distribution) each pursuant to the prospectus filed in connection with such Demand Registration or Piggy-Back Registration, as applicable. | |
(c) | If a Distribution is not completed solely as a result of a default by the Company under this Agreement or under an underwriting agreement or other enforceable agreement with the underwriters in respect of the Distribution, all Registration Expenses shall be borne by the Company. If a Distribution is not completed solely as a result of a default by the Investor under this Agreement or under an underwriting agreement or other enforceable agreement with the underwriters in respect of the Distribution, all Registration Expenses shall be borne by the Investor. |
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(d) | Selling Expenses, if any, shall in all cases be borne by the Company and the Investorpro ratain respect of the Common Shares being Distributed by the Company and the Investor, respectively. | |
(e) | In all cases, notwithstanding anything in this Schedule A to this Agreement, all fees and expenses of legal counsel to the Investor shall be borne and paid by the Investor. |
4. | Indemnification |
(a) | The Company will indemnify the Investor, the Investor's general partner, the general partner of the Investor's general partner, Waterton Global Resource Management, Inc. and each of their respective officers, employees, directors and agents, with respect to a registration which has been effected pursuant to this Agreement, and each underwriter, if any, of the Company's securities covered by such registration, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof) including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances in which they were made, or any violation or alleged violation by the Company of Applicable Securities Laws in connection with any such registration, and the Company will reimburse the Investor, the Investor's general partner and each of their respective officers, employees, directors, and agents, and each such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, preparing for or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission in any information relating solely to the Investor or the underwriter, which information has been provided to the Company in writing by the Investor or the underwriter, respectively, contained in such prospectus, or any amendment or supplement thereto; and provided, further, that the Company will not be liable with respect to any loss, claim, damage or liability with respect to any Person who purchased Qualifying Securities and to whom there was not sent or who was not given a copy of any amended, supplemented or final prospectus, as applicable, with respect to such Qualifying Securities, if (i) such loss, claim, damage or liability results from an untrue statement or an omission or alleged untrue statement or omission contained in any preliminary or other prospectus that was corrected in such amended, supplemented or final prospectus and (ii) the Company had previously furnished copies of such amended, supplemented or final prospectus to the Investor or the underwriters for the Investor. |
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(b) | The Investor will, if Qualifying Securities held by the Investor are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, and each underwriter, if any, of the Company's securities covered by such a registration, against all expenses, claims, losses, damages and liabilities or actions in respect thereof, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or any amendment or supplement thereto or based on any omission (or alleged omission) to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances in which they were made, or any violation or alleged violation by the Investor of Applicable Securities Laws in connection with any such registration and the Investor will reimburse the Company, such directors, officers, employees, agents and such underwriters for any reasonable legal and any other expenses incurred in connection with investigating, preparing for or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission in any information relating solely to the Investor contained in such prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company by the Investor for use therein; provided, however, that the liability of the Investor for indemnification under this Section 4(b) will not exceed the net proceeds from the offering actually received by the Investor. | |
(c) | Each party entitled to indemnification under this Section 4 (the "Indemnified Party") will give written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who will conduct the defense of such claim or litigation, will be approved by the Indemnified Party (whose approval will not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its obligations under this Section 4 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. An Indemnified Party will have the right to retain its own counsel, with fees and expenses for only one such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnified Party shall settle any claim or litigation resulting therefrom without the prior written consent of the Indemnifying Party, not to be unreasonably withheld. |
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(d) | If the indemnification provided for in this Section 4 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations, provided, however, that the liability of the Investor under this Subsection 4(d) will not exceed the net proceeds from the offering received by the Investor. The relative fault of the Indemnifying Party and of the Indemnified Party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent with respect to, knowledge regarding and opportunity to correct, such information. | |
(e) | Notwithstanding the foregoing, the provisions regarding indemnification and contribution contained in an underwriting agreement entered into in connection with the underwritten public offering will supersede the foregoing provisions and the sections regarding indemnification and contribution contained herein shall not apply to any offering for which the parties have entered into a binding underwriting agreement. |
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SCHEDULE B
CARLIN TREND PROPERTIES
The Carlin Trend Properties consist of 2,762 unpatented mining claims distributed over 13 properties, as further described below.
1. | Cobb Creek Property |
The Cobb Creek Property consists of a 49% interest in the following 51 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | McCall 1 | NMC 833127 |
2 | McCall 2 | NMC 833128 |
3 | McCall 3 | NMC 833129 |
4 | McCall 4 | NMC 833130 |
5 | McCall 5 | NMC 833131 |
6 | McCall 6 | NMC 833132 |
7 | McCall 7 | NMC 833133 |
8 | McCall 8 | NMC 833134 |
9 | McCall 9 | NMC 833135 |
10 | McCall 10 | NMC 833136 |
11 | McCall 11 | NMC 833137 |
12 | McCall 12 | NMC 833138 |
13 | McCall 27 | NMC 833139 |
14 | McCall 28 | NMC 833140 |
15 | McCall 29 | NMC 833141 |
16 | McCall 30 | NMC 833142 |
17 | McCall 31 | NMC 833143 |
18 | McCall 69 | NMC 833144 |
19 | McCall 70 | NMC 833145 |
20 | McCall 71 | NMC 833146 |
21 | McCall 72 | NMC 833147 |
22 | McCall 73 | NMC 833148 |
23 | McCall 74 | NMC 833149 |
24 | McCall 75 | NMC 833150 |
25 | McCall 76 | NMC 833151 |
26 | McCall 93 | NMC 833152 |
27 | McCall 94 | NMC 833153 |
28 | McCall 95 | NMC 833154 |
29 | McCall 96 | NMC 833155 |
30 | McCall 97 | NMC 833156 |
31 | McCall 98 | NMC 833157 |
B-1
# | Claim Name | BLM Serial Number |
32 | McCall 99 | NMC 833158 |
33 | McCall 100 | NMC 833159 |
34 | McCall 85 | NMC 833160 |
35 | McCall 86 | NMC 833161 |
36 | McCall 87 | NMC 833162 |
37 | McCall 88 | NMC 833163 |
38 | McCall 13 | NMC 834499 |
39 | McCall 14 | NMC 834500 |
40 | McCall 15 | NMC 834501 |
41 | McCall 16 | NMC 834502 |
42 | McCall 17 | NMC 834503 |
43 | McCall 18 | NMC 834504 |
44 | McCall 89 | NMC 834505 |
45 | McCall 90 | NMC 834506 |
46 | McCall 41 | NMC 834507 |
47 | McCall 42 | NMC 834508 |
48 | McCall 101 | NMC 834509 |
49 | McCall 102 | NMC 834510 |
50 | McCall 103 | NMC 834511 |
51 | McCall 104 | NMC 834512 |
2. | Dixie Flats Property |
The Dixie Flats Property consists of the following 314 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | DIX 1 | NMC 732210 |
2 | DIX 2 | NMC 732211 |
3 | DIX 3 | NMC 732212 |
4 | DIX 4 | NMC 732213 |
5 | DIX 5 | NMC 732214 |
6 | DIX 6 | NMC 732215 |
7 | DIX 7 | NMC 732216 |
8 | DIX 8 | NMC 732217 |
9 | DIX 9 | NMC 732218 |
10 | DIX 10 | NMC 732219 |
11 | DIX 11 | NMC 732220 |
12 | DIX 12 | NMC 732221 |
13 | DIX 13 | NMC 732222 |
14 | DIX 14 | NMC 732223 |
15 | DIX 15 | NMC 732224 |
B-2
# | Claim Name | BLM Serial Number |
16 | DIX 16 | NMC 732225 |
17 | DIX 17 | NMC 732226 |
18 | DIX 18 | NMC 732227 |
19 | DIX 19 | NMC 732228 |
20 | DIX 20 | NMC 732229 |
21 | DIX 21 | NMC 732230 |
22 | DIX 22 | NMC 732231 |
23 | DIX 23 | NMC 732232 |
24 | DIX 24 | NMC 732233 |
25 | DIX 25 | NMC 732234 |
26 | DIX 26 | NMC 732235 |
27 | DIX 27 | NMC 732236 |
28 | DIX 28 | NMC 732237 |
29 | DIX 29 | NMC 732238 |
30 | DIX 30 | NMC 732239 |
31 | DIX 31 | NMC 732240 |
32 | DIX 32 | NMC 732241 |
33 | DIX 33 | NMC 732242 |
34 | DIX 34 | NMC 732243 |
35 | DIX 35 | NMC 732244 |
36 | DIX 36 | NMC 732245 |
37 | DIX 37 | NMC 732246 |
38 | DIX 38 | NMC 732247 |
39 | DIX 39 | NMC 732248 |
40 | DIX 40 | NMC 732249 |
41 | DIX 41 | NMC 732250 |
42 | DIX 42 | NMC 732251 |
43 | DIX 43 | NMC 732252 |
44 | DIX 44 | NMC 732253 |
45 | DIX 45 | NMC 732254 |
46 | DIX 46 | NMC 732255 |
47 | DIX 47 | NMC 732256 |
48 | DIX 48 | NMC 732257 |
49 | DIX 49 | NMC 732258 |
50 | DIX 50 | NMC 732259 |
51 | DIX 51 | NMC 732260 |
52 | DIX 52 | NMC 732261 |
53 | DIX 53 | NMC 732262 |
54 | DIX 54 | NMC 732263 |
55 | DIX 55 | NMC 732264 |
56 | DIX 56 | NMC 732265 |
57 | DIX 57 | NMC 732266 |
B-3
# | Claim Name | BLM Serial Number |
58 | DIX 58 | NMC 732267 |
59 | DIX 59 | NMC 732268 |
60 | DIX 60 | NMC 732269 |
61 | DIX 61 | NMC 732270 |
62 | DIX 62 | NMC 732271 |
63 | DIX 63 | NMC 732272 |
64 | DIX 64 | NMC 732273 |
65 | DIX 65 | NMC 732274 |
66 | DIX 66 | NMC 732275 |
67 | DIX 67 | NMC 732276 |
68 | DIX 68 | NMC 732277 |
69 | DIX 69 | NMC 732278 |
70 | DIX 70 | NMC 732279 |
71 | DIX 71 | NMC 732280 |
72 | DIX 72 | NMC 732281 |
73 | DIX 73 | NMC 732282 |
74 | DIX 74 | NMC 732283 |
75 | DIX 75 | NMC 732284 |
76 | DIX 76 | NMC 732285 |
77 | DIX 77 | NMC 732286 |
78 | DIX 78 | NMC 732287 |
79 | DIX 79 | NMC 732288 |
80 | DIX 80 | NMC 732289 |
81 | DIX 81 | NMC 732290 |
82 | DIX 82 | NMC 732291 |
83 | DIX 83 | NMC 732292 |
84 | DIX 84 | NMC 732293 |
85 | DIX 85 | NMC 732294 |
86 | DIX 86 | NMC 732295 |
87 | DIX 87 | NMC 732296 |
88 | DIX 88 | NMC 732297 |
89 | DIX 89 | NMC 732298 |
90 | DIX 90 | NMC 732299 |
91 | DIX 91 | NMC 732300 |
92 | DIX 92 | NMC 732301 |
93 | DIX 93 | NMC 732302 |
94 | DIX 94 | NMC 732303 |
95 | DIX 95 | NMC 732304 |
96 | DIX 96 | NMC 732305 |
97 | DIX 97 | NMC 732306 |
98 | DIX 98 | NMC 732307 |
99 | DIX 99 | NMC 732308 |
B-4
# | Claim Name | BLM Serial Number |
100 | DIX 100 | NMC 732309 |
101 | DIX 101 | NMC 732310 |
102 | DIX 102 | NMC 732311 |
103 | DIX 103 | NMC 732312 |
104 | DIX 104 | NMC 732313 |
105 | DIX 105 | NMC 732314 |
106 | DIX 106 | NMC 732315 |
107 | DIX 107 | NMC 732316 |
108 | DIX 108 | NMC 732317 |
109 | DIX 109 | NMC 732318 |
110 | DIX 110 | NMC 732319 |
111 | DIX 111 | NMC 732320 |
112 | DIX 112 | NMC 732321 |
113 | DIX 113 | NMC 732322 |
114 | DIX 114 | NMC 732323 |
115 | DIX 115 | NMC 732324 |
116 | DIX 116 | NMC 732325 |
117 | DIX 117 | NMC 732326 |
118 | DIX 118 | NMC 732327 |
119 | DIX 119 | NMC 732328 |
120 | DIX 120 | NMC 732329 |
121 | DIX 121 | NMC 732330 |
122 | DIX 122 | NMC 732331 |
123 | DIX 123 | NMC 732332 |
124 | DIX 124 | NMC 732333 |
125 | DIX 125 | NMC 732334 |
126 | DIX 126 | NMC 732335 |
127 | DIX 127 | NMC 732336 |
128 | DIX 128 | NMC 732337 |
129 | DIX 129 | NMC 732338 |
130 | DIX 130 | NMC 732339 |
131 | DIX 131 | NMC 732340 |
132 | DIX 132 | NMC 732341 |
133 | DIX 133 | NMC 732342 |
134 | DIX 134 | NMC 732343 |
135 | SR 1 | NMC 883993 |
136 | SR 2 | NMC 883994 |
137 | SR 3 | NMC 883995 |
138 | SR 4 | NMC 883996 |
139 | SR 5 | NMC 883997 |
140 | SR 6 | NMC 883998 |
141 | SR 7 | NMC 883999 |
B-5
# | Claim Name | BLM Serial Number |
142 | SR 8 | NMC 884000 |
143 | SR 9 | NMC 884001 |
144 | SR 10 | NMC 884002 |
145 | SR 11 | NMC 884003 |
146 | SR 12 | NMC 884004 |
147 | SR 13 | NMC 884005 |
148 | SR 14 | NMC 884006 |
149 | SR 15 | NMC 884007 |
150 | SR 16 | NMC 884008 |
151 | SR 17 | NMC 884009 |
152 | SR 18 | NMC 884010 |
153 | SR 19 | NMC 884011 |
154 | SR 20 | NMC 884012 |
155 | SR 21 | NMC 884013 |
156 | SR 22 | NMC 884014 |
157 | SR 23 | NMC 884015 |
158 | SR 24 | NMC 884016 |
159 | SR 25 | NMC 884017 |
160 | SR 26 | NMC 884018 |
161 | SR 27 | NMC 884019 |
162 | SR 28 | NMC 884020 |
163 | SR 29 | NMC 884021 |
164 | SR 30 | NMC 884022 |
165 | SR 31 | NMC 884023 |
166 | SR 32 | NMC 884024 |
167 | SR 33 | NMC 884025 |
168 | SR 34 | NMC 884026 |
169 | SR 35 | NMC 884027 |
170 | SR 36 | NMC 884028 |
171 | SR 37 | NMC 884029 |
172 | SR 38 | NMC 884030 |
173 | SR 39 | NMC 884031 |
174 | SR 40 | NMC 884032 |
175 | SR 41 | NMC 884033 |
176 | SR 42 | NMC 884034 |
177 | SR 43 | NMC 884035 |
178 | SR 44 | NMC 884036 |
179 | SR 45 | NMC 884037 |
180 | SR 46 | NMC 884038 |
181 | SR 47 | NMC 884039 |
182 | SR 48 | NMC 884040 |
183 | SR 49 | NMC 884041 |
B-6
# | Claim Name | BLM Serial Number |
184 | SR 50 | NMC 884042 |
185 | SR 51 | NMC 884043 |
186 | SR 52 | NMC 884044 |
187 | SR 53 | NMC 884045 |
188 | SR 54 | NMC 884046 |
189 | SR 55 | NMC 884047 |
190 | SR 56 | NMC 884048 |
191 | SR 57 | NMC 884049 |
192 | SR 58 | NMC 884050 |
193 | SR 59 | NMC 884051 |
194 | SR 60 | NMC 884052 |
195 | SR 61 | NMC 884053 |
196 | SR 62 | NMC 884054 |
197 | SR 63 | NMC 884055 |
198 | SR 64 | NMC 884056 |
199 | SR 65 | NMC 884057 |
200 | SR 66 | NMC 884058 |
201 | SR 67 | NMC 884059 |
202 | SR 68 | NMC 884060 |
203 | SR 69 | NMC 884061 |
204 | SR 70 | NMC 884062 |
205 | SR 71 | NMC 884063 |
206 | SR 72 | NMC 884064 |
207 | DK 1 | NMC 887554 |
208 | DK 2 | NMC 887555 |
209 | DK 3 | NMC 887556 |
210 | DK 4 | NMC 887557 |
211 | DK 5 | NMC 887558 |
212 | DK 6 | NMC 887559 |
213 | DK 7 | NMC 887560 |
214 | DK 8 | NMC 887561 |
215 | DK 9 | NMC 887562 |
216 | DK 10 | NMC 887563 |
217 | DK 11 | NMC 887564 |
218 | DK 12 | NMC 887565 |
219 | DK 13 | NMC 887566 |
220 | DK 14 | NMC 887567 |
221 | DK 15 | NMC 887568 |
222 | DK 16 | NMC 887569 |
223 | DK 17 | NMC 887570 |
224 | DK 18 | NMC 887571 |
225 | DK 19 | NMC 887572 |
B-7
# | Claim Name | BLM Serial Number |
226 | DK 20 | NMC 887573 |
227 | DK 21 | NMC 887574 |
228 | DK 22 | NMC 887575 |
229 | DK 23 | NMC 887576 |
230 | DK 24 | NMC 887577 |
231 | DK 25 | NMC 887578 |
232 | DK 26 | NMC 887579 |
233 | DK 27 | NMC 887580 |
234 | DK 28 | NMC 887581 |
235 | DK 29 | NMC 887582 |
236 | DK 30 | NMC 887583 |
237 | DK 31 | NMC 887584 |
238 | DK 32 | NMC 887585 |
239 | DK 33 | NMC 887586 |
240 | DK 34 | NMC 887587 |
241 | DK 35 | NMC 887588 |
242 | DK 36 | NMC 887589 |
243 | DF 37 | NMC 887590 |
244 | DF 38 | NMC 887591 |
245 | DF 39 | NMC 887592 |
246 | DF 40 | NMC 887593 |
247 | DF 41 | NMC 887594 |
248 | DF 42 | NMC 887595 |
249 | DF 43 | NMC 887596 |
250 | DF 44 | NMC 887597 |
251 | DF 45 | NMC 887598 |
252 | DF 46 | NMC 887599 |
253 | DF 47 | NMC 887600 |
254 | DF 48 | NMC 887601 |
255 | DF 49 | NMC 887602 |
256 | DF 50 | NMC 887603 |
257 | DF 51 | NMC 887604 |
258 | DF 52 | NMC 887605 |
259 | DF 53 | NMC 887606 |
260 | DF 54 | NMC 887607 |
261 | DF 55 | NMC 887608 |
262 | DF 56 | NMC 887609 |
263 | DF 57 | NMC 887610 |
264 | DF 58 | NMC 887611 |
265 | DF 59 | NMC 887612 |
266 | DF 60 | NMC 887613 |
267 | DF 61 | NMC 887614 |
B-8
# | Claim Name | BLM Serial Number |
268 | DF 62 | NMC 887615 |
269 | DF 63 | NMC 887616 |
270 | DF 64 | NMC 887617 |
271 | DF 65 | NMC 887618 |
272 | DF 66 | NMC 887619 |
273 | DF 67 | NMC 887620 |
274 | DF 68 | NMC 887621 |
275 | DF 69 | NMC 887622 |
276 | DF 70 | NMC 887623 |
277 | DF 71 | NMC 887624 |
278 | DF 72 | NMC 887625 |
279 | DF 1 | NMC 887840 |
280 | DF 2 | NMC 887841 |
281 | DF 3 | NMC 887842 |
282 | DF 4 | NMC 887843 |
283 | DF 5 | NMC 887844 |
284 | DF 6 | NMC 887845 |
285 | DF 7 | NMC 887846 |
286 | DF 8 | NMC 887847 |
287 | DF 9 | NMC 887848 |
288 | DF 10 | NMC 887849 |
289 | DF 11 | NMC 887850 |
290 | DF 12 | NMC 887851 |
291 | DF 13 | NMC 887852 |
292 | DF 14 | NMC 887853 |
293 | DF 15 | NMC 887854 |
294 | DF 16 | NMC 887855 |
295 | DF 17 | NMC 887856 |
296 | DF 18 | NMC 887857 |
297 | DF 19 | NMC 887858 |
298 | DF 20 | NMC 887859 |
299 | DF 21 | NMC 887860 |
300 | DF 22 | NMC 887861 |
301 | DF 23 | NMC 887862 |
302 | DF 24 | NMC 887863 |
303 | DF 25 | NMC 887864 |
304 | DF 26 | NMC 887865 |
305 | DF 27 | NMC 887866 |
306 | DF 28 | NMC 887867 |
307 | DF 29 | NMC 887868 |
308 | DF 30 | NMC 887869 |
309 | DF 31 | NMC 887870 |
B-9
# | Claim Name | BLM Serial Number |
310 | DF 32 | NMC 887871 |
311 | DF 33 | NMC 887872 |
312 | DF 34 | NMC 887873 |
313 | DF 35 | NMC 887874 |
314 | DF 36 | NMC 887875 |
3. | Dry Hills Property |
The Dry Hills Property consists of the following 96 unpatented mining claims located in Eureka County, Nevada:
# | Claim Name | BLM Serial Number |
1 | NM 1 | NMC 914274 |
2 | NM 2 | NMC 914275 |
3 | NM 3 | NMC 914276 |
4 | NM 4 | NMC 914277 |
5 | NM 5 | NMC 914278 |
6 | NM 6 | NMC 914279 |
7 | NM 7 | NMC 914280 |
8 | NM 8 | NMC 914281 |
9 | NM 9 | NMC 914282 |
10 | NM 10 | NMC 914283 |
11 | NM 11 | NMC 914284 |
12 | NM 12 | NMC 914285 |
13 | NM 13 | NMC 914286 |
14 | NM 14 | NMC 914287 |
15 | NM 15 | NMC 914288 |
16 | NM 16 | NMC 914289 |
17 | NM 17 | NMC 914290 |
18 | NM 18 | NMC 914291 |
19 | NM 19 | NMC 914292 |
20 | NM 20 | NMC 914293 |
21 | NM 21 | NMC 914294 |
22 | NM 22 | NMC 914295 |
23 | NM 23 | NMC 914296 |
24 | NM 24 | NMC 914297 |
25 | NM 25 | NMC 914298 |
26 | NM 26 | NMC 914299 |
27 | NM 27 | NMC 914300 |
28 | NM 28 | NMC 914301 |
29 | NM 29 | NMC 914302 |
30 | NM 30 | NMC 914303 |
B-10
# | Claim Name | BLM Serial Number |
31 | NM 31 | NMC 914304 |
32 | NM 32 | NMC 914305 |
33 | NM 33 | NMC 914306 |
34 | NM 34 | NMC 914307 |
35 | NM 35 | NMC 914308 |
36 | NM 36 | NMC 914309 |
37 | NM 37 | NMC 914310 |
38 | NM 38 | NMC 914311 |
39 | NM 39 | NMC 914312 |
40 | NM 40 | NMC 914313 |
41 | NM 41 | NMC 914314 |
42 | NM 42 | NMC 914315 |
43 | NM 43 | NMC 914316 |
44 | NM 44 | NMC 914317 |
45 | NM 45 | NMC 914318 |
46 | NM 46 | NMC 914319 |
47 | NM 47 | NMC 914320 |
48 | NM 48 | NMC 914321 |
49 | NM 49 | NMC 914322 |
50 | NM 50 | NMC 914323 |
51 | NM 51 | NMC 914324 |
52 | NM 52 | NMC 914325 |
53 | NM 53 | NMC 914326 |
54 | NM 54 | NMC 914327 |
55 | NM 55 | NMC 914328 |
56 | NM 56 | NMC 914329 |
57 | NM 57 | NMC 914330 |
58 | NM 58 | NMC 914331 |
59 | NM 59 | NMC 914332 |
60 | NM 60 | NMC 914333 |
61 | NM 61 | NMC 914334 |
62 | NM 62 | NMC 914335 |
63 | NM 63 | NMC 914336 |
64 | NM 64 | NMC 914337 |
65 | NM 65 | NMC 914338 |
66 | NM 66 | NMC 914339 |
67 | NM 67 | NMC 914340 |
68 | NM 68 | NMC 914341 |
69 | NM 69 | NMC 914342 |
70 | NM 70 | NMC 914343 |
71 | NM 71 | NMC 914344 |
72 | NM 72 | NMC 914345 |
B-11
# | Claim Name | BLM Serial Number |
73 | NM 73 | NMC 914346 |
74 | NM 74 | NMC 914347 |
75 | NM 75 | NMC 914348 |
76 | NM 76 | NMC 914349 |
77 | NM 77 | NMC 914350 |
78 | NM 78 | NMC 914351 |
79 | NM 79 | NMC 914352 |
80 | NM 80 | NMC 914353 |
81 | NM 81 | NMC 914354 |
82 | NM 82 | NMC 914355 |
83 | NM 83 | NMC 914356 |
84 | NM 84 | NMC 914357 |
85 | NM 85 | NMC 914358 |
86 | NM 86 | NMC 914359 |
87 | NM 87 | NMC 914360 |
88 | NM 88 | NMC 914361 |
89 | NM 89 | NMC 914362 |
90 | NM 90 | NMC 914363 |
91 | NM 91 | NMC 914364 |
92 | NM 92 | NMC 914365 |
93 | NM 93 | NMC 914366 |
94 | NM 94 | NMC 914367 |
95 | NM 95 | NMC 914368 |
96 | NM 96 | NMC 914369 |
4. | Golden Cloud Property |
The Golden Cloud Property consists of the following 179 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | LOO 1 | NMC 839652 |
2 | LOO 2 | NMC 839653 |
3 | LOO 3 | NMC 839654 |
4 | LOO 4 | NMC 839655 |
5 | LOO 5 | NMC 839656 |
6 | LOO 6 | NMC 839657 |
7 | LOO 7 | NMC 839658 |
8 | LOO 8 | NMC 839659 |
9 | LOO 9 | NMC 839660 |
10 | LOO 10 | NMC 839661 |
11 | LOO 11 | NMC 839662 |
B-12
# | Claim Name | BLM Serial Number |
12 | LOO 12 | NMC 839663 |
13 | LOO 13 | NMC 839664 |
14 | LOO 14 | NMC 839665 |
15 | LOO 15 | NMC 839666 |
16 | LOO 16 | NMC 839667 |
17 | LOO 17 | NMC 839668 |
18 | LOO 18 | NMC 839669 |
19 | LOO 19 | NMC 839670 |
20 | LOO 20 | NMC 839671 |
21 | LOO 21 | NMC 839672 |
22 | LOO 22 | NMC 839673 |
23 | LOO 23 | NMC 839674 |
24 | LOO 24 | NMC 839675 |
25 | LOO 25 | NMC 839676 |
26 | LOO 26 | NMC 839677 |
27 | LOO 27 | NMC 839678 |
28 | LOO 28 | NMC 839679 |
29 | LOO 29 | NMC 839680 |
30 | LOO 30 | NMC 839681 |
31 | LOO 31 | NMC 839682 |
32 | LOO 32 | NMC 839683 |
33 | LOO 33 | NMC 839684 |
34 | LOO 34 | NMC 839685 |
35 | LOO 35 | NMC 839686 |
36 | LOO 36 | NMC 839687 |
37 | LOO 37 | NMC 839688 |
38 | LOO 38 | NMC 839689 |
39 | LOO 39 | NMC 839690 |
40 | LOO 40 | NMC 839691 |
41 | LOO 41 | NMC 839692 |
42 | LOO 42 | NMC 839693 |
43 | LOO 43 | NMC 839694 |
44 | LOO 44 | NMC 839695 |
45 | LOO 45 | NMC 839696 |
46 | LOO 46 | NMC 839697 |
47 | LOO 47 | NMC 839698 |
48 | LOO 48 | NMC 839699 |
49 | LOO 49 | NMC 839700 |
50 | LOO 50 | NMC 839701 |
51 | LOO 51 | NMC 839702 |
52 | LOO 52 | NMC 839703 |
53 | LOO 53 | NMC 839704 |
B-13
# | Claim Name | BLM Serial Number |
54 | LOO 54 | NMC 839705 |
55 | LOO 55 | NMC 839706 |
56 | LOO 56 | NMC 839707 |
57 | LOO 57 | NMC 839708 |
58 | LOO 58 | NMC 839709 |
59 | LOO 59 | NMC 839710 |
60 | LOO 60 | NMC 839711 |
61 | LOO 61 | NMC 839712 |
62 | LOO 62 | NMC 839713 |
63 | LOO 63 | NMC 839714 |
64 | LOO 64 | NMC 839715 |
65 | LOO 65 | NMC 839716 |
66 | LOO 66 | NMC 839717 |
67 | LOO 67 | NMC 839718 |
68 | LOO 68 | NMC 839719 |
69 | LOO 69 | NMC 839720 |
70 | LOO 71 | NMC 839721 |
71 | LOO 73 | NMC 839722 |
72 | LOO 75 | NMC 839723 |
73 | LOO 77 | NMC 839724 |
74 | LOO 79 | NMC 839725 |
75 | LOO 80 | NMC 839726 |
76 | LOO 81 | NMC 839727 |
77 | LOO 82 | NMC 839728 |
78 | LOO 83 | NMC 839729 |
79 | LOO 84 | NMC 839730 |
80 | LOO 85 | NMC 839731 |
81 | LOO 86 | NMC 839732 |
82 | LOO 87 | NMC 839733 |
83 | LOO 88 | NMC 839734 |
84 | LOO 89 | NMC 839735 |
85 | LOO 90 | NMC 839736 |
86 | LOO 91 | NMC 839737 |
87 | LOO 92 | NMC 839738 |
88 | LOO 93 | NMC 839739 |
89 | LOO 94 | NMC 839740 |
90 | LOO 95 | NMC 839741 |
91 | LOO 96 | NMC 839742 |
92 | LOO 101 | NMC 839743 |
93 | LOO 102 | NMC 839744 |
94 | LOO 103 | NMC 839745 |
95 | LOO 104 | NMC 839746 |
B-14
# | Claim Name | BLM Serial Number |
96 | LOO 105 | NMC 839747 |
97 | LOO 106 | NMC 839748 |
98 | LOO 107 | NMC 839749 |
99 | LOO 108 | NMC 839750 |
100 | LOO 109 | NMC 839751 |
101 | LOO 110 | NMC 839752 |
102 | LOO 111 | NMC 839753 |
103 | LOO 112 | NMC 839754 |
104 | LOO 113 | NMC 839755 |
105 | LOO 114 | NMC 839756 |
106 | LOO 115 | NMC 839757 |
107 | LOO 116 | NMC 839758 |
108 | GC 7 | NMC 839759 |
109 | GC 8 | NMC 839760 |
110 | GC 9 | NMC 839761 |
111 | GC 10 | NMC 839762 |
112 | GC 11 | NMC 839763 |
113 | GC 12 | NMC 839764 |
114 | GC 13 | NMC 839765 |
115 | GC 14 | NMC 839766 |
116 | GC 15 | NMC 839767 |
117 | GC 16 | NMC 839768 |
118 | GC 17 | NMC 839769 |
119 | GC 18 | NMC 839770 |
120 | GC 19 | NMC 839771 |
121 | GC 20 | NMC 839772 |
122 | GC 21 | NMC 839773 |
123 | GC 22 | NMC 839774 |
124 | GC 23 | NMC 839775 |
125 | GC 24 | NMC 839776 |
126 | GC 25 | NMC 839777 |
127 | GC 26 | NMC 839778 |
128 | GC 27 | NMC 839779 |
129 | GC 28 | NMC 839780 |
130 | GC 30 | NMC 839781 |
131 | GC 30 | NMC 839782 |
132 | GC 31 | NMC 839783 |
133 | GC 32 | NMC 839784 |
134 | GC 33 | NMC 839785 |
135 | GC 34 | NMC 839786 |
136 | GC 35 | NMC 839787 |
137 | GC 36 | NMC 839788 |
B-15
# | Claim Name | BLM Serial Number |
138 | GC 37 | NMC 839789 |
139 | GC 38 | NMC 839790 |
140 | GC 39 | NMC 839791 |
141 | GC 40 | NMC 839792 |
142 | GC 41 | NMC 839793 |
143 | GC 42 | NMC 839794 |
144 | GC 43 | NMC 839795 |
145 | GC 44 | NMC 839796 |
146 | GC 45 | NMC 839797 |
147 | GC 46 | NMC 839798 |
148 | GC 1 | NMC 847502 |
149 | GC 2 | NMC 847503 |
150 | GC 3 | NMC 847504 |
151 | GC 4 | NMC 847505 |
152 | GC 5 | NMC 847506 |
153 | GC 6 | NMC 847507 |
154 | GC 47 | NMC 847508 |
155 | GC 48 | NMC 847509 |
156 | GC 49 | NMC 847510 |
157 | GC 50 | NMC 847511 |
158 | GC 51 | NMC 847512 |
159 | GC 52 | NMC 847513 |
160 | GC 53 | NMC 847514 |
161 | GC 54 | NMC 847515 |
162 | GC 55 | NMC 847516 |
163 | GC 56 | NMC 847517 |
164 | GC 57 | NMC 847518 |
165 | GC 58 | NMC 847519 |
166 | GC 59 | NMC 847520 |
167 | GC 60 | NMC 847521 |
168 | GC 61 | NMC 847522 |
169 | GC 62 | NMC 847523 |
170 | GC 63 | NMC 847524 |
171 | GC 64 | NMC 847525 |
172 | GC 65 | NMC 847526 |
173 | GC 66 | NMC 847527 |
174 | GC 67 | NMC 847528 |
175 | GC 68 | NMC 847529 |
176 | GC 69 | NMC 847530 |
177 | GC 70 | NMC 847531 |
178 | GC 71 | NMC 847532 |
179 | GC 72 | NMC 847533 |
B-16
5. | Hot Creek Property |
The Hot Creek Property consists of the following 25 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | BOB-16 | NMC 757308 |
2 | BOB-18 | NMC 757310 |
3 | BOB-26 | NMC 757318 |
4 | COB-1 | NMC 757321 |
5 | COB-2 | NMC 757322 |
6 | COB-3 | NMC 757323 |
7 | COB-4 | NMC 757324 |
8 | COB-5 | NMC 757325 |
9 | COB-6 | NMC 757326 |
10 | COB-7 | NMC 757327 |
11 | COB-8 | NMC 757328 |
12 | COB-9 | NMC 757329 |
13 | COB-11 | NMC 757331 |
14 | COB-13 | NMC 757333 |
15 | Hot Creek #17 | NMC 757419 |
16 | Hot Creek #19 | NMC 757421 |
17 | Hot Creek #20 | NMC 757422 |
18 | Hot Creek #21 | NMC 757423 |
19 | Hot Creek #22 | NMC 757424 |
20 | Hot Creek #23 | NMC 757425 |
21 | Hot Creek #30 | NMC 757432 |
22 | Hot Creek #24A | NMC 775547 |
23 | Hot Creek #26A | NMC 775549 |
24 | Hot Creek #28A | NMC 775551 |
25 | BOB #28A | NMC 775553 |
6. | North Dark Star Property |
The North Dark Star Property consists of the following 56 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | NDS 1 | NMC 930236 |
2 | NDS 2 | NMC 930237 |
3 | NDS 3 | NMC 930238 |
4 | NDS 4 | NMC 930239 |
B-17
# | Claim Name | BLM Serial Number |
5 | NDS 5 | NMC 930240 |
6 | NDS 6 | NMC 930241 |
7 | NDS 7 | NMC 930242 |
8 | NDS 8 | NMC 930243 |
9 | NDS 9 | NMC 930244 |
10 | NDS 10 | NMC 930245 |
11 | NDS 11 | NMC 930246 |
12 | NDS 12 | NMC 930247 |
13 | NDS 13 | NMC 930248 |
14 | NDS 14 | NMC 930249 |
15 | NDS 15 | NMC 930250 |
16 | NDS 16 | NMC 930251 |
17 | NDS 17 | NMC 930252 |
18 | NDS 18 | NMC 930253 |
19 | NDS 19 | NMC 930254 |
20 | NDS 20 | NMC 930255 |
21 | NDS 21 | NMC 930256 |
22 | NDS 22 | NMC 930257 |
23 | NDS 23 | NMC 930258 |
24 | NDS 24 | NMC 930259 |
25 | NDS 25 | NMC 930260 |
26 | NDS 26 | NMC 930261 |
27 | NDS 27 | NMC 930262 |
28 | NDS 28 | NMC 930263 |
29 | NDS 29 | NMC 930264 |
30 | NDS 30 | NMC 930265 |
31 | NDS 31 | NMC 930266 |
32 | NDS 32 | NMC 930267 |
33 | NDS 33 | NMC 930268 |
34 | NDS 34 | NMC 930269 |
35 | NDS 35 | NMC 930270 |
36 | NDS 36 | NMC 930271 |
37 | NDS 37 | NMC 930272 |
38 | NDS 38 | NMC 930273 |
39 | NDS 39 | NMC 930274 |
40 | NDS 40 | NMC 930275 |
41 | NDS 41 | NMC 930276 |
42 | NDS 42 | NMC 930277 |
43 | NDS 43 | NMC 930278 |
44 | NDS 44 | NMC 930279 |
45 | NDS 45 | NMC 930280 |
46 | NDS 46 | NMC 930281 |
B-18
# | Claim Name | BLM Serial Number |
47 | NDS 47 | NMC 930282 |
48 | NDS 48 | NMC 930283 |
49 | NDS 49 | NMC 930284 |
50 | NDS 50 | NMC 930285 |
51 | NDS 51 | NMC 930286 |
52 | NDS 52 | NMC 930287 |
53 | NDS 53 | NMC 930288 |
54 | NDS 54 | NMC 930289 |
55 | NDS 55 | NMC 930290 |
56 | NDS 56 | NMC 930291 |
7. | Pony Creek Property |
The Pony Creek Property consists of the following 887 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | APD 12 | NMC 810080 |
2 | APD 14 | NMC 810081 |
3 | APD 16 | NMC 810082 |
4 | APD 18 | NMC 810083 |
5 | APD 20 | NMC 810084 |
6 | APD 22 | NMC 810085 |
7 | APD 32 | NMC 810086 |
8 | APD 34 | NMC 810087 |
9 | JAK 1 | NMC 810088 |
10 | JAK 2 | NMC 810089 |
11 | JAK 3 | NMC 810090 |
12 | JAK 4 | NMC 810091 |
13 | JAK 5 | NMC 810092 |
14 | JAK 6 | NMC 810093 |
15 | JAK 7 | NMC 810094 |
16 | JAK 8 | NMC 810095 |
17 | JAK 9 | NMC 810096 |
18 | JAK 10 | NMC 810097 |
19 | JAK 11 | NMC 810098 |
20 | JAK 12 | NMC 810099 |
21 | JAK 13 | NMC 810100 |
22 | JAK 14 | NMC 810101 |
23 | JAK 15 | NMC 810102 |
24 | JAK 16 | NMC 810103 |
25 | JAK 17 | NMC 810104 |
B-19
# | Claim Name | BLM Serial Number |
26 | JAK 18 | NMC 810105 |
27 | JAK 19 | NMC 810106 |
28 | JAK 20 | NMC 810107 |
29 | JAK 21 | NMC 810108 |
30 | JAK 22 | NMC 810109 |
31 | JAK 23 | NMC 810110 |
32 | JAK 24 | NMC 810111 |
33 | JAK 25 | NMC 810112 |
34 | JAK 26 | NMC 810113 |
35 | JAK 27 | NMC 810114 |
36 | JAK 28 | NMC 810115 |
37 | JAK 29 | NMC 810116 |
38 | JAK 30 | NMC 810117 |
39 | JAK 31 | NMC 810118 |
40 | JAK 32 | NMC 810119 |
41 | JAK 33 | NMC 810120 |
42 | JAK 34 | NMC 810121 |
43 | JAK 35 | NMC 810122 |
44 | JAK 36 | NMC 810123 |
45 | JAK 37 | NMC 810124 |
46 | JAK 38 | NMC 810125 |
47 | JAK 39 | NMC 810126 |
48 | JAK 40 | NMC 810127 |
49 | JAK 41 | NMC 810128 |
50 | JAK 42 | NMC 810129 |
51 | JAK 43 | NMC 810130 |
52 | JAK 44 | NMC 810131 |
53 | JAK 45 | NMC 810132 |
54 | JAK 46 | NMC 810133 |
55 | JAK 47 | NMC 810134 |
56 | JAK 48 | NMC 810135 |
57 | JAK 49 | NMC 810136 |
58 | JAK 50 | NMC 810137 |
59 | JAK 51 | NMC 810138 |
60 | JAK 52 | NMC 810139 |
61 | JAK 53 | NMC 810140 |
62 | JAK 54 | NMC 810141 |
63 | JAK 55 | NMC 810142 |
64 | JAK 56 | NMC 810143 |
65 | JAK 57 | NMC 810144 |
66 | JAK 58 | NMC 810145 |
67 | JAK 59 | NMC 810146 |
B-20
# | Claim Name | BLM Serial Number |
68 | JAK 60 | NMC 810147 |
69 | JAK 61 | NMC 810148 |
70 | JAK 62 | NMC 810149 |
71 | JAK 63 | NMC 810150 |
72 | JAK 64 | NMC 810151 |
73 | JAK 65 | NMC 810152 |
74 | JAK 66 | NMC 810153 |
75 | JAK 67 | NMC 810154 |
76 | JAK 68 | NMC 810155 |
77 | JAK 69 | NMC 810156 |
78 | JAK 70 | NMC 810157 |
79 | JAK 71 | NMC 810158 |
80 | JAK 72 | NMC 810159 |
81 | JAK 73 | NMC 810160 |
82 | JAK 74 | NMC 810161 |
83 | JAK 75 | NMC 810162 |
84 | JAK 76 | NMC 810163 |
85 | JAK 77 | NMC 810164 |
86 | JAK 78 | NMC 810165 |
87 | JAK 79 | NMC 810166 |
88 | JAK 80 | NMC 810167 |
89 | JAK 81 | NMC 810168 |
90 | JAK 82 | NMC 810169 |
91 | JAK 83 | NMC 810170 |
92 | JAK 84 | NMC 810171 |
93 | JAK 85 | NMC 810172 |
94 | JAK 86 | NMC 810173 |
95 | JAK 87 | NMC 810174 |
96 | JAK 88 | NMC 810175 |
97 | JAK 89 | NMC 810176 |
98 | JAK 90 | NMC 810177 |
99 | JAK 91 | NMC 810178 |
100 | JAK 92 | NMC 810179 |
101 | JAK 101 | NMC 810180 |
102 | JAK 102 | NMC 810181 |
103 | JAK 115 | NMC 810182 |
104 | JAK 116 | NMC 810183 |
105 | JAK 117 | NMC 810184 |
106 | JAK 118 | NMC 810185 |
107 | JAK 119 | NMC 810186 |
108 | JAK 120 | NMC 810187 |
109 | JAK 121 | NMC 810188 |
B-21
# | Claim Name | BLM Serial Number |
110 | JAK 122 | NMC 810189 |
111 | JAK 123 | NMC 810190 |
112 | JAK 124 | NMC 810191 |
113 | JAK 125 | NMC 810192 |
114 | JAK 126 | NMC 810193 |
115 | JAK 127 | NMC 810194 |
116 | JAK 128 | NMC 810195 |
117 | JAK 151 | NMC 810196 |
118 | JAK 153 | NMC 810197 |
119 | JAK 155 | NMC 810198 |
120 | JAK 157 | NMC 810199 |
121 | JAK 159 | NMC 810200 |
122 | JAK 161 | NMC 810201 |
123 | JAK 163 | NMC 810202 |
124 | JAK 165 | NMC 810203 |
125 | JAK 167 | NMC 810204 |
126 | JAK 169 | NMC 810205 |
127 | JAK 171 | NMC 810206 |
128 | JAK 173 | NMC 810207 |
129 | JAK 175 | NMC 810208 |
130 | JAK 177 | NMC 810209 |
131 | JAK 179 | NMC 810210 |
132 | PIR 103 | NMC 831170 |
133 | PIR 104 | NMC 831171 |
134 | PIR 105 | NMC 831172 |
135 | PIR 106 | NMC 831173 |
136 | PIR 107 | NMC 831174 |
137 | PIR 108 | NMC 831175 |
138 | PIR 109 | NMC 831176 |
139 | PIR 110 | NMC 831177 |
140 | PIR 111 | NMC 831178 |
141 | PIR 112 | NMC 831179 |
142 | PIR 113 | NMC 831180 |
143 | PIR 114 | NMC 831181 |
144 | PIR 115 | NMC 831182 |
145 | PIR 116 | NMC 831183 |
146 | PIR 117 | NMC 831184 |
147 | PIR 118 | NMC 831185 |
148 | PIR 119 | NMC 831186 |
149 | PIR 120 | NMC 831187 |
150 | PIR 121 | NMC 831188 |
151 | PIR 122 | NMC 831189 |
B-22
# | Claim Name | BLM Serial Number |
152 | PIR 123 | NMC 831190 |
153 | PIR 124 | NMC 831191 |
154 | PIR 125 | NMC 831192 |
155 | RR 1 | NMC 885987 |
156 | RR 2 | NMC 885988 |
157 | RR 3 | NMC 885989 |
158 | RR 5 | NMC 885990 |
159 | RR 5 | NMC 885991 |
160 | RR 6 | NMC 885992 |
161 | RR 7 | NMC 885993 |
162 | RR 8 | NMC 885994 |
163 | RR 9 | NMC 885995 |
164 | RR 10 | NMC 885996 |
165 | RR 11 | NMC 885997 |
166 | RR 12 | NMC 885998 |
167 | RR 13 | NMC 885999 |
168 | RR 14 | NMC 886000 |
169 | RR 15 | NMC 886001 |
170 | RR 16 | NMC 886002 |
171 | RR 17 | NMC 886003 |
172 | RR 18 | NMC 886004 |
173 | RR 19 | NMC 886005 |
174 | RR 20 | NMC 886006 |
175 | RR 21 | NMC 886007 |
176 | RR 22 | NMC 886008 |
177 | RR 23 | NMC 886009 |
178 | RR 24 | NMC 886010 |
179 | RR 25 | NMC 886011 |
180 | RR 26 | NMC 886012 |
181 | RR 27 | NMC 886013 |
182 | RR 28 | NMC 886014 |
183 | RR 29 | NMC 886015 |
184 | RR 30 | NMC 886016 |
185 | RR 31 | NMC 886017 |
186 | RR 32 | NMC 886018 |
187 | RR 33 | NMC 886019 |
188 | RR 34 | NMC 886020 |
189 | RR 35 | NMC 886021 |
190 | RR 36 | NMC 886022 |
191 | RR 37 | NMC 886023 |
192 | RR 38 | NMC 886024 |
193 | RR 39 | NMC 886025 |
B-23
# | Claim Name | BLM Serial Number |
194 | RR 40 | NMC 886026 |
195 | RR 41 | NMC 886027 |
196 | RR 42 | NMC 886028 |
197 | RR 45 | NMC 886029 |
198 | RR 46 | NMC 886030 |
199 | RR 47 | NMC 886031 |
200 | RR 48 | NMC 886032 |
201 | RR 49 | NMC 886033 |
202 | RR 50 | NMC 886034 |
203 | RR 51 | NMC 886035 |
204 | RR 52 | NMC 886036 |
205 | RR 53 | NMC 886037 |
206 | RR 54 | NMC 886038 |
207 | RR 55 | NMC 886039 |
208 | RR 56 | NMC 886040 |
209 | RR 57 | NMC 886041 |
210 | RR 58 | NMC 886042 |
211 | RR 59 | NMC 886043 |
212 | RR 60 | NMC 886044 |
213 | RR 61 | NMC 886045 |
214 | RR 62 | NMC 886046 |
215 | RR 63 | NMC 886047 |
216 | RR 64 | NMC 886048 |
217 | RR 65 | NMC 886049 |
218 | RR 66 | NMC 886050 |
219 | RR 67 | NMC 886051 |
220 | RR 68 | NMC 886052 |
221 | RR 69 | NMC 886053 |
222 | RR 70 | NMC 886054 |
223 | RR 71 | NMC 886055 |
224 | RR 72 | NMC 886056 |
225 | RR 73 | NMC 886057 |
226 | RR 74 | NMC 886058 |
227 | RR 75 | NMC 886059 |
228 | RR 76 | NMC 886060 |
229 | RR 77 | NMC 886061 |
230 | RR 78 | NMC 886062 |
231 | RR 79 | NMC 886063 |
232 | RR 80 | NMC 886064 |
233 | RR 81 | NMC 886065 |
234 | RR 82 | NMC 886066 |
235 | RR 83 | NMC 886067 |
B-24
# | Claim Name | BLM Serial Number |
236 | RR 84 | NMC 886068 |
237 | RR 85 | NMC 886069 |
238 | RR 86 | NMC 886070 |
239 | RR 87 | NMC 886071 |
240 | RR 88 | NMC 886072 |
241 | RR 89 | NMC 886073 |
242 | RR 90 | NMC 886074 |
243 | RR 91 | NMC 886075 |
244 | RR 92 | NMC 886076 |
245 | RR 93 | NMC 886077 |
246 | RR 94 | NMC 886078 |
247 | RR 95 | NMC 886079 |
248 | RR 96 | NMC 886080 |
249 | RR 97 | NMC 886081 |
250 | RR 98 | NMC 886082 |
251 | RR 99 | NMC 886083 |
252 | RR 100 | NMC 886084 |
253 | RR 101 | NMC 886085 |
254 | RR 102 | NMC 886086 |
255 | RR 103 | NMC 886087 |
256 | RR 104 | NMC 886088 |
257 | RR 105 | NMC 886089 |
258 | RR 106 | NMC 886090 |
259 | RR 107 | NMC 886091 |
260 | RR 108 | NMC 886092 |
261 | RR 109 | NMC 886093 |
262 | RR 110 | NMC 886094 |
263 | RR 111 | NMC 886095 |
264 | RR 112 | NMC 886096 |
265 | RR 113 | NMC 886097 |
266 | RR 114 | NMC 886098 |
267 | RR 115 | NMC 886099 |
268 | RR 116 | NMC 886100 |
269 | RR 117 | NMC 886101 |
270 | RR 118 | NMC 886102 |
271 | RR 119 | NMC 886103 |
272 | RR 120 | NMC 886104 |
273 | RR 121 | NMC 886105 |
274 | RR 122 | NMC 886106 |
275 | RR 123 | NMC 886107 |
276 | RR 124 | NMC 886108 |
277 | RR 125 | NMC 886109 |
B-25
# | Claim Name | BLM Serial Number |
278 | RR 126 | NMC 886110 |
279 | RR 127 | NMC 886111 |
280 | RR 128 | NMC 886112 |
281 | RR 129 | NMC 886113 |
282 | RR 130 | NMC 886114 |
283 | RR 131 | NMC 886115 |
284 | RR 132 | NMC 886116 |
285 | RR 133 | NMC 886117 |
286 | RR 134 | NMC 886118 |
287 | RR 135 | NMC 886119 |
288 | RR 136 | NMC 886120 |
289 | RR 137 | NMC 886121 |
290 | RR 138 | NMC 886122 |
291 | RR 139 | NMC 886123 |
292 | RR 140 | NMC 886124 |
293 | RR 141 | NMC 886125 |
294 | RR 142 | NMC 886126 |
295 | RR 143 | NMC 886127 |
296 | RR 144 | NMC 886128 |
297 | RR 145 | NMC 886129 |
298 | RR 146 | NMC 886130 |
299 | RR 147 | NMC 886131 |
300 | RR 148 | NMC 886132 |
301 | RR 149 | NMC 886133 |
302 | RR 150 | NMC 886134 |
303 | RR 151 | NMC 886135 |
304 | RR 152 | NMC 886136 |
305 | RR 153 | NMC 886137 |
306 | RR 154 | NMC 886138 |
307 | RR 155 | NMC 886139 |
308 | RR 156 | NMC 886140 |
309 | RR 157 | NMC 886141 |
310 | RR 158 | NMC 886142 |
311 | RR 159 | NMC 886143 |
312 | RR 160 | NMC 886144 |
313 | RR 161 | NMC 886145 |
314 | RR 162 | NMC 886146 |
315 | RR 163 | NMC 886147 |
316 | RR 164 | NMC 886148 |
317 | RR 165 | NMC 886149 |
318 | RR 166 | NMC 886150 |
319 | RR 167 | NMC 886151 |
B-26
# | Claim Name | BLM Serial Number |
320 | RR 168 | NMC 886152 |
321 | RR 169 | NMC 886153 |
322 | RR 170 | NMC 886154 |
323 | RR 171 | NMC 886155 |
324 | RR 172 | NMC 886156 |
325 | RR 173 | NMC 886157 |
326 | RR 174 | NMC 886158 |
327 | RR 175 | NMC 886159 |
328 | RR 176 | NMC 886160 |
329 | RR 177 | NMC 886161 |
330 | RR 178 | NMC 886162 |
331 | RR 179 | NMC 886163 |
332 | RR 180 | NMC 886164 |
333 | RR 181 | NMC 886165 |
334 | RR 182 | NMC 886166 |
335 | RR 183 | NMC 886167 |
336 | RR 184 | NMC 886168 |
337 | RR 185 | NMC 886169 |
338 | RR 186 | NMC 886170 |
339 | RR 187 | NMC 886171 |
340 | RR 188 | NMC 886172 |
341 | RR 189 | NMC 886173 |
342 | RR 190 | NMC 886174 |
343 | RR 191 | NMC 886175 |
344 | RR 192 | NMC 886176 |
345 | RR 193 | NMC 886177 |
346 | RR 194 | NMC 886178 |
347 | RR 195 | NMC 886179 |
348 | RR 196 | NMC 886180 |
349 | RR 197 | NMC 886181 |
350 | RR 198 | NMC 886182 |
351 | RR 199 | NMC 886183 |
352 | RR 200 | NMC 886184 |
353 | RR 201 | NMC 886185 |
354 | RR 202 | NMC 886186 |
355 | RR 203 | NMC 886187 |
356 | RR 204 | NMC 886188 |
357 | RR 205 | NMC 886189 |
358 | RR 206 | NMC 886190 |
359 | RR 207 | NMC 886191 |
360 | RR 208 | NMC 886192 |
361 | RR 209 | NMC 886193 |
B-27
# | Claim Name | BLM Serial Number |
362 | RR 210 | NMC 886194 |
363 | RR 211 | NMC 886195 |
364 | RR 212 | NMC 886196 |
365 | RR 213 | NMC 886197 |
366 | RR 214 | NMC 886198 |
367 | RR 215 | NMC 886199 |
368 | RR 216 | NMC 886200 |
369 | RR 217 | NMC 886201 |
370 | RR 218 | NMC 886202 |
371 | RR 219 | NMC 886203 |
372 | RR 220 | NMC 886204 |
373 | RR 221 | NMC 886205 |
374 | RR 222 | NMC 886206 |
375 | RR 223 | NMC 886207 |
376 | RR 224 | NMC 886208 |
377 | RR 225 | NMC 886209 |
378 | RR 226 | NMC 886210 |
379 | RR 227 | NMC 886211 |
380 | RR 228 | NMC 886212 |
381 | RR 229 | NMC 886213 |
382 | RR 230 | NMC 886214 |
383 | RR 231 | NMC 886215 |
384 | RR 232 | NMC 886216 |
385 | RR 233 | NMC 886217 |
386 | RR 234 | NMC 886218 |
387 | RR 235 | NMC 886219 |
388 | RR 236 | NMC 886220 |
389 | RR 237 | NMC 886221 |
390 | RR 238 | NMC 886222 |
391 | RR 239 | NMC 886223 |
392 | RR 240 | NMC 886224 |
393 | RR 241 | NMC 886225 |
394 | RR 242 | NMC 886226 |
395 | RR 243 | NMC 886227 |
396 | RR 244 | NMC 886228 |
397 | RR 245 | NMC 886229 |
398 | RR 246 | NMC 886230 |
399 | RR 247 | NMC 886231 |
400 | RR 248 | NMC 886232 |
401 | RR 249 | NMC 886233 |
402 | RR 250 | NMC 886234 |
403 | RR 251 | NMC 886235 |
B-28
# | Claim Name | BLM Serial Number |
404 | RR 252 | NMC 886236 |
405 | RR 253 | NMC 886237 |
406 | RR 254 | NMC 886238 |
407 | RR 255 | NMC 886239 |
408 | RR 256 | NMC 886240 |
409 | RR 257 | NMC 886241 |
410 | RR 258 | NMC 886242 |
411 | RR 259 | NMC 886243 |
412 | RR 260 | NMC 886244 |
413 | RR 261 | NMC 886245 |
414 | RR 262 | NMC 886246 |
415 | RR 263 | NMC 886247 |
416 | RR 264 | NMC 886248 |
417 | RR 265 | NMC 886249 |
418 | RR 266 | NMC 886250 |
419 | RR 267 | NMC 886251 |
420 | RR 268 | NMC 886252 |
421 | RR 269 | NMC 886253 |
422 | RR 270 | NMC 886254 |
423 | RR 271 | NMC 886255 |
424 | RR 272 | NMC 886256 |
425 | RR 273 | NMC 886257 |
426 | RR 274 | NMC 886258 |
427 | RR 275 | NMC 886259 |
428 | RR 276 | NMC 886260 |
429 | RR 277 | NMC 886261 |
430 | RR 278 | NMC 886262 |
431 | RR 279 | NMC 886263 |
432 | RR 280 | NMC 886264 |
433 | RR 281 | NMC 886265 |
434 | RR 282 | NMC 886266 |
435 | RR 283 | NMC 886267 |
436 | RR 284 | NMC 886268 |
437 | RR 285 | NMC 886269 |
438 | RR 286 | NMC 886270 |
439 | RR 287 | NMC 886271 |
440 | RR 288 | NMC 886272 |
441 | RR 289 | NMC 886273 |
442 | RR 290 | NMC 886274 |
443 | RR 291 | NMC 886275 |
444 | RR 292 | NMC 886276 |
445 | RR 293 | NMC 886277 |
B-29
# | Claim Name | BLM Serial Number |
446 | RR 294 | NMC 886278 |
447 | RR 295 | NMC 886279 |
448 | RR 296 | NMC 886280 |
449 | RR 297 | NMC 886281 |
450 | RR 298 | NMC 886282 |
451 | RR 299 | NMC 886283 |
452 | RR 300 | NMC 886284 |
453 | RR 301 | NMC 886285 |
454 | RR 302 | NMC 886286 |
455 | RR 303 | NMC 886287 |
456 | RR 304 | NMC 886288 |
457 | RR 305 | NMC 886289 |
458 | RR 306 | NMC 886290 |
459 | RR 307 | NMC 886291 |
460 | RR 308 | NMC 886292 |
461 | RR 309 | NMC 886293 |
462 | RR 310 | NMC 886294 |
463 | RR 311 | NMC 886295 |
464 | RR 312 | NMC 886296 |
465 | RR 313 | NMC 886297 |
466 | RR 314 | NMC 886298 |
467 | RR 315 | NMC 886299 |
468 | RR 316 | NMC 886300 |
469 | RR 317 | NMC 886301 |
470 | RR 318 | NMC 886302 |
471 | RR 319 | NMC 886303 |
472 | RR 320 | NMC 886304 |
473 | RR 321 | NMC 886305 |
474 | RR 322 | NMC 886306 |
475 | RR 323 | NMC 886307 |
476 | RR 324 | NMC 886308 |
477 | RR 325 | NMC 886309 |
478 | RR 326 | NMC 886310 |
479 | RR 327 | NMC 886311 |
480 | RR 328 | NMC 886312 |
481 | RR 329 | NMC 886313 |
482 | RR 330 | NMC 886314 |
483 | RR 331 | NMC 886315 |
484 | RR 332 | NMC 886316 |
485 | RR 333 | NMC 886317 |
486 | RR 334 | NMC 886318 |
487 | RR 335 | NMC 886319 |
B-30
# | Claim Name | BLM Serial Number |
488 | RR 336 | NMC 886320 |
489 | RR 337 | NMC 886321 |
490 | RR 338 | NMC 886322 |
491 | RR 339 | NMC 886323 |
492 | RR 340 | NMC 886324 |
493 | RR 341 | NMC 886325 |
494 | RR 342 | NMC 886326 |
495 | RR 343 | NMC 886327 |
496 | RR 344 | NMC 886328 |
497 | RR 345 | NMC 886329 |
498 | RR 346 | NMC 886330 |
499 | RR 347 | NMC 886331 |
500 | RR 348 | NMC 886332 |
501 | RR 349 | NMC 886333 |
502 | RR 350 | NMC 886334 |
503 | RR 351 | NMC 886335 |
504 | RR 352 | NMC 886336 |
505 | RR 353 | NMC 886337 |
506 | RR 354 | NMC 886338 |
507 | RR 355 | NMC 886339 |
508 | RR 356 | NMC 886340 |
509 | RR 357 | NMC 886341 |
510 | RR 358 | NMC 886342 |
511 | RR 359 | NMC 886343 |
512 | RR 360 | NMC 886344 |
513 | RR 361 | NMC 886345 |
514 | RR 362 | NMC 886346 |
515 | Red 37 | NMC 911690 |
516 | Red 38 | NMC 911691 |
517 | Red 39 | NMC 911692 |
518 | Red 40 | NMC 911693 |
519 | Red 41 | NMC 911694 |
520 | Red 42 | NMC 911695 |
521 | Red 43 | NMC 911696 |
522 | Red 44 | NMC 911697 |
523 | Red 45 | NMC 911698 |
524 | Red 46 | NMC 911699 |
525 | Red 47 | NMC 911700 |
526 | Red 48 | NMC 911701 |
527 | Red 49 | NMC 911702 |
528 | Red 50 | NMC 911703 |
529 | Red 51 | NMC 911704 |
B-31
# | Claim Name | BLM Serial Number |
530 | Red 52 | NMC 911705 |
531 | Red 53 | NMC 911706 |
532 | Red 54 | NMC 911707 |
533 | Red 55 | NMC 911708 |
534 | Red 56 | NMC 911709 |
535 | Red 57 | NMC 911710 |
536 | Red 58 | NMC 911711 |
537 | Red 59 | NMC 911712 |
538 | Red 60 | NMC 911713 |
539 | Red 61 | NMC 911714 |
540 | Red 62 | NMC 911715 |
541 | Red 63 | NMC 911716 |
542 | Red 64 | NMC 911717 |
543 | Red 65 | NMC 911718 |
544 | Red 66 | NMC 911719 |
545 | Red 67 | NMC 911720 |
546 | Red 68 | NMC 911721 |
547 | Red 69 | NMC 911722 |
548 | Red 70 | NMC 911723 |
549 | Red 71 | NMC 911724 |
550 | Red 72 | NMC 911725 |
551 | Red 73 | NMC 911726 |
552 | Red 74 | NMC 911727 |
553 | Red 75 | NMC 911728 |
554 | Red 76 | NMC 911729 |
555 | Red 77 | NMC 911730 |
556 | Red 78 | NMC 911731 |
557 | Red 79 | NMC 911732 |
558 | Red 80 | NMC 911733 |
559 | Red 81 | NMC 911734 |
560 | Red 82 | NMC 911735 |
561 | Red 83 | NMC 911736 |
562 | Red 84 | NMC 911737 |
563 | Red 85 | NMC 911738 |
564 | Red 86 | NMC 911739 |
565 | Red 87 | NMC 911740 |
566 | Red 88 | NMC 911741 |
567 | Red 89 | NMC 911742 |
568 | Red 90 | NMC 911743 |
569 | Red 91 | NMC 911744 |
570 | Red 92 | NMC 911745 |
571 | RR 363 | NMC 915442 |
B-32
# | Claim Name | BLM Serial Number |
572 | RR 364 | NMC 915443 |
573 | RR 365 | NMC 915444 |
574 | RR 366 | NMC 915445 |
575 | RR 367 | NMC 915446 |
576 | RR 368 | NMC 915447 |
577 | RR 369 | NMC 915448 |
578 | RR 370 | NMC 915449 |
579 | RR 371 | NMC 915450 |
580 | RR 372 | NMC 915451 |
581 | RR 373 | NMC 915452 |
582 | RR 374 | NMC 915453 |
583 | RR 375 | NMC 915454 |
584 | RR 376 | NMC 915455 |
585 | RR 377 | NMC 915456 |
586 | RR 378 | NMC 915457 |
587 | RR 379 | NMC 915458 |
588 | RR 380 | NMC 915459 |
589 | RR 381 | NMC 915460 |
590 | RR 382 | NMC 915461 |
591 | RR 383 | NMC 915462 |
592 | RR 384 | NMC 915463 |
593 | RR 385 | NMC 915464 |
594 | RR 386 | NMC 915465 |
595 | RR 387 | NMC 915466 |
596 | RR 388 | NMC 915467 |
597 | RR 389 | NMC 915468 |
598 | RR 390 | NMC 915469 |
599 | RR 391 | NMC 915470 |
600 | RR 392 | NMC 915471 |
601 | RR 393 | NMC 915472 |
602 | RR 394 | NMC 915473 |
603 | RR 395 | NMC 915474 |
604 | RR 396 | NMC 915475 |
605 | RR 397 | NMC 915476 |
606 | RR 398 | NMC 915477 |
607 | RR 399 | NMC 915478 |
608 | RR 400 | NMC 915479 |
609 | RR 401 | NMC 915480 |
610 | RR 402 | NMC 915481 |
611 | RR 403 | NMC 915482 |
612 | RR 404 | NMC 915483 |
613 | RR 405 | NMC 915484 |
B-33
# | Claim Name | BLM Serial Number |
614 | RR 406 | NMC 915485 |
615 | RR 407 | NMC 915486 |
616 | RR 408 | NMC 915487 |
617 | RR 409 | NMC 915488 |
618 | RR 410 | NMC 915489 |
619 | RR 411 | NMC 915490 |
620 | RR 412 | NMC 915491 |
621 | RR 413 | NMC 915492 |
622 | RR 414 | NMC 915493 |
623 | RR 415 | NMC 915494 |
624 | RR 416 | NMC 915495 |
625 | RR 417 | NMC 915496 |
626 | RR 418 | NMC 915497 |
627 | RR 419 | NMC 915498 |
628 | RR 420 | NMC 915499 |
629 | RR 421 | NMC 915500 |
630 | RR 422 | NMC 915501 |
631 | RR 423 | NMC 915502 |
632 | RR 424 | NMC 915503 |
633 | RR 425 | NMC 915504 |
634 | RR 426 | NMC 915505 |
635 | RR 427 | NMC 915506 |
636 | RR 428 | NMC 915507 |
637 | RR 429 | NMC 915508 |
638 | RR 430 | NMC 915509 |
639 | RR 431 | NMC 915510 |
640 | RR 432 | NMC 915511 |
641 | RR 433 | NMC 915512 |
642 | RR 434 | NMC 915513 |
643 | RR 435 | NMC 915514 |
644 | RR 436 | NMC 915515 |
645 | RR 437 | NMC 915516 |
646 | RR 438 | NMC 915517 |
647 | RR 439 | NMC 915518 |
648 | RR 440 | NMC 915519 |
649 | JAK 180 | NMC 919770 |
650 | JAK 181 | NMC 919771 |
651 | JAK 182 | NMC 919772 |
652 | JAK 183 | NMC 919773 |
653 | JAK 184 | NMC 919774 |
654 | JAK 185 | NMC 919775 |
655 | JAK 186 | NMC 919776 |
B-34
# | Claim Name | BLM Serial Number |
656 | JAK 187 | NMC 919777 |
657 | JAK 196 | NMC 919786 |
658 | JAK 197 | NMC 919787 |
659 | JAK 198 | NMC 919788 |
660 | JAK 199 | NMC 919789 |
661 | JAK 200 | NMC 919790 |
662 | JAK 201 | NMC 919791 |
663 | JAK 202 | NMC 919792 |
664 | JAK 203 | NMC 919793 |
665 | JAK 204 | NMC 919794 |
666 | JAK 205 | NMC 919795 |
667 | JAK 206 | NMC 919796 |
668 | JAK 207 | NMC 919797 |
669 | JAK 208 | NMC 919798 |
670 | JAK 209 | NMC 919799 |
671 | JAK 210 | NMC 919800 |
672 | JAK 211 | NMC 919801 |
673 | JAK 212 | NMC 919802 |
674 | JAK 213 | NMC 919803 |
675 | JAK 214 | NMC 919804 |
676 | JAK 215 | NMC 919805 |
677 | JAK 216 | NMC 919806 |
678 | JAK 217 | NMC 919807 |
679 | JAK 218 | NMC 919808 |
680 | JAK 219 | NMC 919809 |
681 | JAK 220 | NMC 919810 |
682 | JAK 221 | NMC 919811 |
683 | JAK 222 | NMC 919812 |
684 | JAK 223 | NMC 919813 |
685 | JAK 224 | NMC 919814 |
686 | JAK 225 | NMC 919815 |
687 | JAK 226 | NMC 919816 |
688 | JAK 227 | NMC 919817 |
689 | JAK 228 | NMC 919818 |
690 | JAK 229 | NMC 919819 |
691 | JAK 230 | NMC 919820 |
692 | JAK 231 | NMC 919821 |
693 | RR 441 | NMC 919822 |
694 | RR 442 | NMC 919823 |
695 | RR 443 | NMC 919824 |
696 | RR 444 | NMC 919825 |
697 | RR 445 | NMC 919826 |
B-35
# | Claim Name | BLM Serial Number |
698 | RR 446 | NMC 919827 |
699 | RR 447 | NMC 919828 |
700 | RR 448 | NMC 919829 |
701 | RR 449 | NMC 919830 |
702 | RR 450 | NMC 919831 |
703 | RR 451 | NMC 919832 |
704 | RR 452 | NMC 919833 |
705 | RR 453 | NMC 919834 |
706 | RR 454 | NMC 919835 |
707 | RR 455 | NMC 919836 |
708 | RR 456 | NMC 919837 |
709 | RR 457 | NMC 919838 |
710 | RR 458 | NMC 919839 |
711 | RR 459 | NMC 919840 |
712 | RR 460 | NMC 919841 |
713 | RR 461 | NMC 919842 |
714 | RR 462 | NMC 919843 |
715 | RR 463 | NMC 919844 |
716 | RR 464 | NMC 919845 |
717 | RR 465 | NMC 919846 |
718 | RR 466 | NMC 919847 |
719 | RR 467 | NMC 919848 |
720 | RR 468 | NMC 919849 |
721 | RR 469 | NMC 919850 |
722 | RR 470 | NMC 919851 |
723 | RR 471 | NMC 919852 |
724 | RR 472 | NMC 919853 |
725 | RR 473 | NMC 919854 |
726 | RR 474 | NMC 919855 |
727 | RR 475 | NMC 919856 |
728 | RR 476 | NMC 919857 |
729 | RR 477 | NMC 919858 |
730 | RR 478 | NMC 919859 |
731 | PC 1 | NMC 824969 |
732 | PC 2 | NMC 824970 |
733 | PC 3 | NMC 824971 |
734 | PC 4 | NMC 824972 |
735 | PC 5 | NMC 824973 |
736 | PC 6 | NMC 824974 |
737 | PC 7 | NMC 824975 |
738 | PC 8 | NMC 824976 |
739 | PC 9 | NMC 824977 |
B-36
# | Claim Name | BLM Serial Number |
740 | PC 10 | NMC 824978 |
741 | PC 11 | NMC 824979 |
742 | PC 12 | NMC 824980 |
743 | PC 13 | NMC 824981 |
744 | PC 14 | NMC 824982 |
745 | PC 15 | NMC 824983 |
746 | PC 16 | NMC 824984 |
747 | PC 17 | NMC 824985 |
748 | PC 18 | NMC 824986 |
749 | PC 19 | NMC 824987 |
750 | PC 20 | NMC 824988 |
751 | PC 21 | NMC 824989 |
752 | PC 22 | NMC 824990 |
753 | PC 23 | NMC 824991 |
754 | PC 24 | NMC 824992 |
755 | PC 25 | NMC 824993 |
756 | PC 26 | NMC 824994 |
757 | PC 27 | NMC 824995 |
758 | PC 28 | NMC 824996 |
759 | PC 29 | NMC 824997 |
760 | PC 30 | NMC 824998 |
761 | PC 31 | NMC 824999 |
762 | PC 32 | NMC 825000 |
763 | PC 33 | NMC 825001 |
764 | PC 34 | NMC 825002 |
765 | PC 35 | NMC 825003 |
766 | PC 36 | NMC 825004 |
767 | PC 37 | NMC 825005 |
768 | PC 38 | NMC 825006 |
769 | PC 39 | NMC 825007 |
770 | PC 40 | NMC 825008 |
771 | PC 41 | NMC 825009 |
772 | PC 42 | NMC 825010 |
773 | PC 43 | NMC 825011 |
774 | PC 44 | NMC 825012 |
775 | PC 45 | NMC 825013 |
776 | PC 46 | NMC 825014 |
777 | PC 47 | NMC 825015 |
778 | PC 48 | NMC 825016 |
779 | PC 49 | NMC 825017 |
780 | PC 50 | NMC 825018 |
781 | PC 51 | NMC 825019 |
B-37
# | Claim Name | BLM Serial Number |
782 | PC 52 | NMC 825020 |
783 | PC 53 | NMC 825021 |
784 | PC 54 | NMC 825022 |
785 | PC 55 | NMC 825023 |
786 | PC 56 | NMC 825024 |
787 | PC 57 | NMC 825025 |
788 | PC 58 | NMC 825026 |
789 | PC 59 | NMC 825027 |
790 | PC 60 | NMC 825028 |
791 | PC 61 | NMC 825029 |
792 | PC 62 | NMC 825030 |
793 | PC 63 | NMC 825031 |
794 | PC 64 | NMC 825032 |
795 | PC 65 | NMC 825033 |
796 | PC 66 | NMC 825034 |
797 | PC 67 | NMC 825035 |
798 | PC 68 | NMC 825036 |
799 | PC 69 | NMC 825037 |
800 | PC 70 | NMC 834425 |
801 | PC 71 | NMC 834426 |
802 | PC 72 | NMC 834427 |
803 | PC 73 | NMC 834428 NMC 834429 |
804 | PC 74 | |
805 | PC 75 | NMC 834430 |
806 | PC 76 | NMC 834431 |
807 | PC 77 | NMC 834432 |
808 | PC 78 | NMC 834433 |
809 | PC 79 | NMC 834434 |
810 | PC 80 | NMC 834435 |
811 | PC 81 | NMC 834436 |
812 | PC 82 | NMC 834437 |
813 | PC 83 | NMC 834438 |
814 | PC 84 | NMC 834439 |
815 | PC 85 | NMC 834440 |
816 | PC 86 | NMC 834441 |
817 | PC 87 | NMC 834442 |
818 | PC 88 | NMC 834443 |
819 | PC 89 | NMC 834444 |
820 | PC 90 | NMC 834445 |
821 | PC 91 | NMC 834446 |
822 | PC 92 | NMC 834447 |
823 | PC 93 | NMC 834448 |
B-38
# | Claim Name | BLM Serial Number |
824 | ED 1 | NMC 1076389 |
825 | ED 2 | NMC 1076390 |
826 | ED 3 | NMC 1076391 |
827 | ED 4 | NMC 1076392 |
828 | ED 5 | NMC 1076393 |
829 | ED 6 | NMC 1076394 |
830 | ED 7 | NMC 1076395 |
831 | ED 8 | NMC 1076396 |
832 | ED 9 | NMC 1076397 |
833 | ED 10 | NMC 1076398 |
834 | ED 11 | NMC 1076399 |
835 | ED 12 | NMC 1076400 |
836 | ED 13 | NMC 1076401 |
837 | ED 14 | NMC 1076402 |
838 | ED 15 | NMC 1076403 |
839 | ED 16 | NMC 1076404 |
840 | ED 17 | NMC 1076405 |
841 | ED 18 | NMC 1076406 |
842 | ED 19 | NMC 1076407 |
843 | ED 20 | NMC 1076408 |
844 | ED 21 | NMC 1076409 |
845 | ED 22 | NMC 1076410 |
846 | ED 23 | NMC 1076411 |
847 | ED 24 | NMC 1076412 |
848 | ED 25 | NMC 1076413 |
849 | ED 26 | NMC 1076414 |
850 | ED 27 | NMC 1076415 |
851 | ED 28 | NMC 1076416 |
852 | ED 29 | NMC 1076417 |
853 | ED 30 | NMC 1076418 |
854 | ED 31 | NMC 1076419 |
855 | ED 32 | NMC 1076420 |
856 | ED 33 | NMC 1076421 |
857 | ED 34 | NMC 1076422 |
858 | ED 35 | NMC 1076423 |
859 | ED 36 | NMC 1076424 |
860 | ED 37 | NMC 1076425 |
861 | ED 38 | NMC 1076426 |
862 | ED 39 | NMC 1076427 |
863 | ED 40 | NMC 1076428 |
864 | ED 41 | NMC 1076429 |
865 | ED 42 | NMC 1076430 |
B-39
# | Claim Name | BLM Serial Number |
866 | ED 43 | NMC 1076431 |
867 | ED 44 | NMC 1076432 |
868 | ED 45 | NMC 1076433 |
869 | ED 46 | NMC 1076434 |
870 | ED 47 | NMC 1076435 |
871 | ED 48 | NMC 1076436 |
872 | ED 49 | NMC 1076437 |
873 | ED 50 | NMC 1076438 |
874 | ED 51 | NMC 1076439 |
875 | ED 52 | NMC 1076440 |
876 | ED 53 | NMC 1076441 |
877 | ED 54 | NMC 1076442 |
878 | ED 55 | NMC 1076443 |
879 | ED 56 | NMC 1076444 |
880 | ED 57 | NMC 1076445 |
881 | ED 58 | NMC 1076446 |
882 | ED 59 | NMC 1076447 |
883 | ED 60 | NMC 1076448 |
884 | ED 61 | NMC 1076449 |
885 | ED 62 | NMC 1076450 |
886 | ED 63 | NMC 1076451 |
887 | ED 64 | NMC 1076452 |
8. | Rock Creek Property |
The Rock Creek Property consists of the following 600 unpatented mining claims located in Eureka County and/or Lander County, Nevada:
# | Claim Name | BLM Serial Number |
1 | RC 13 | NMC 828281 |
2 | RC 14 | NMC 828282 |
3 | RC 15 | NMC 828283 |
4 | RC 16 | NMC 828284 |
5 | RC 17 | NMC 828285 |
6 | RC 18 | NMC 828286 |
7 | RC 19 | NMC 828287 |
8 | RC 20 | NMC 828288 |
9 | RC 44 | NMC 828289 |
10 | RC 45 | NMC 828290 |
11 | RC 46 | NMC 828291 |
12 | RC 47 | NMC 828292 |
13 | RC 21 | NMC 828738 |
B-40
# | Claim Name | BLM Serial Number |
14 | RC 22 | NMC 828739 |
15 | RC 23 | NMC 828740 |
16 | RC 24 | NMC 828741 |
17 | RC 25 | NMC 828742 |
18 | RC 26 | NMC 828743 |
19 | RC 31 | NMC 828744 |
20 | RC 33 | NMC 828745 |
21 | RC 35 | NMC 828746 |
22 | RC 37 | NMC 828747 |
23 | RC 38 | NMC 828748 |
24 | RC 39 | NMC 828749 |
25 | RC 40 | NMC 828750 |
26 | RC 41 | NMC 828751 |
27 | RC 42 | NMC 828752 |
28 | RC 105 | NMC 828769 |
29 | RC 107 | NMC 828770 |
30 | RC 109 | NMC 828771 |
31 | CV 1 | NMC 948886 |
32 | CV 2 | NMC 948887 |
33 | CV 3 | NMC 948888 |
34 | CV 4 | NMC 948889 |
35 | CV 5 | NMC 948890 |
36 | CV 6 | NMC 948891 |
37 | CV 7 | NMC 948892 |
38 | CV 8 | NMC 948893 |
39 | CV 9 | NMC 948894 |
40 | CV 10 | NMC 948895 |
41 | CV 11 | NMC 948896 |
42 | CV 12 | NMC 948897 |
43 | CV 13 | NMC 948898 |
44 | CV 14 | NMC 948899 |
45 | CV 15 | NMC 948900 |
46 | CV 16 | NMC 948901 |
47 | CV 17 | NMC 948902 |
48 | CV 18 | NMC 948903 |
49 | CV 19 | NMC 948904 |
50 | CV 20 | NMC 948905 |
51 | CV 21 | NMC 948906 |
52 | CV 22 | NMC 948907 |
53 | CV 23 | NMC 948908 |
54 | CV 24 | NMC 948909 |
55 | CV 25 | NMC 948910 |
B-41
# | Claim Name | BLM Serial Number |
56 | CV 26 | NMC 948911 |
57 | CV 27 | NMC 948912 |
58 | CV 28 | NMC 948913 |
59 | CV 29 | NMC 948914 |
60 | CV 30 | NMC 948915 |
61 | CV 31 | NMC 948916 |
62 | CV 32 | NMC 948917 |
63 | CV 33 | NMC 948918 |
64 | CV 34 | NMC 948919 |
65 | CV 35 | NMC 948920 |
66 | CV 36 | NMC 948921 |
67 | CV 37 | NMC 948922 |
68 | CV 38 | NMC 948923 |
69 | CV 39 | NMC 948924 |
70 | CV 40 | NMC 948925 |
71 | CV 41 | NMC 948926 |
72 | CV 42 | NMC 948927 |
73 | CV 43 | NMC 948928 |
74 | CV 44 | NMC 948929 |
75 | CV 45 | NMC 948930 |
76 | CV 46 | NMC 948931 |
77 | CV 47 | NMC 948932 |
78 | CV 48 | NMC 948933 |
79 | CV 49 | NMC 948934 |
80 | CV 50 | NMC 948935 |
81 | CV 51 | NMC 948936 |
82 | CV 52 | NMC 948937 |
83 | CV 53 | NMC 948938 |
84 | CV 54 | NMC 948939 |
85 | CV 55 | NMC 948940 |
86 | CV 56 | NMC 948941 |
87 | CV 57 | NMC 948942 |
88 | CV 58 | NMC 948943 |
89 | CV 59 | NMC 948944 |
90 | CV 60 | NMC 948945 |
91 | CV 61 | NMC 948946 |
92 | CV 62 | NMC 948947 |
93 | CV 63 | NMC 948948 |
94 | CV 64 | NMC 948949 |
95 | CV 65 | NMC 948950 |
96 | CV 66 | NMC 948951 |
97 | CV 67 | NMC 948952 |
B-42
# | Claim Name | BLM Serial Number |
98 | CV 68 | NMC 948953 |
99 | CV 69 | NMC 948954 |
100 | CV 70 | NMC 948955 |
101 | CV 71 | NMC 948956 |
102 | CV 72 | NMC 948957 |
103 | CV 73 | NMC 948958 |
104 | CV 74 | NMC 948959 |
105 | CV 75 | NMC 948960 |
106 | CV 76 | NMC 948961 |
107 | CV 77 | NMC 948962 |
108 | CV 78 | NMC 948963 |
109 | CV 79 | NMC 948964 |
110 | CV 80 | NMC 948965 |
111 | CV 81 | NMC 948966 |
112 | CV 82 | NMC 948967 |
113 | CV 83 | NMC 948968 |
114 | CV 84 | NMC 948969 |
115 | CV 85 | NMC 948970 |
116 | CV 86 | NMC 948971 |
117 | CV 87 | NMC 948972 |
118 | CV 88 | NMC 948973 |
119 | CV 89 | NMC 948974 |
120 | CV 90 | NMC 948975 |
121 | CV 91 | NMC 948976 |
122 | CV 92 | NMC 948977 |
123 | CV 93 | NMC 948978 |
124 | CV 94 | NMC 948979 |
125 | CV 95 | NMC 948980 |
126 | CV 96 | NMC 948981 |
127 | CV 97 | NMC 948982 |
128 | CV 98 | NMC 948983 |
129 | CV 99 | NMC 948984 |
130 | CV 100 | NMC 948985 |
131 | CV 101 | NMC 948986 |
132 | CV 102 | NMC 948987 |
133 | CV 103 | NMC 948988 |
134 | CV 104 | NMC 948989 |
135 | CV 105 | NMC 948990 |
136 | CV 106 | NMC 948991 |
137 | CV 107 | NMC 948992 |
138 | CV 108 | NMC 948993 |
139 | CV 109 | NMC 948994 |
B-43
# | Claim Name | BLM Serial Number |
140 | CV 110 | NMC 948995 |
141 | CV 111 | NMC 948996 |
142 | CV 112 | NMC 948997 |
143 | CV 113 | NMC 948998 |
144 | CV 114 | NMC 948999 |
145 | CV 115 | NMC 949000 |
146 | CV 116 | NMC 949001 |
147 | CV 117 | NMC 949002 |
148 | CV 118 | NMC 949003 |
149 | CV 119 | NMC 949004 |
150 | CV 120 | NMC 949005 |
151 | CV 121 | NMC 949006 |
152 | CV 122 | NMC 949007 |
153 | CV 123 | NMC 949008 |
154 | CV 124 | NMC 949009 |
155 | CV 125 | NMC 949010 |
156 | CV 126 | NMC 949011 |
157 | CV 127 | NMC 949012 |
158 | CV 128 | NMC 949013 |
159 | CV 129 | NMC 949014 |
160 | CV 130 | NMC 949015 |
161 | CV 131 | NMC 949016 |
162 | CV 132 | NMC 949017 |
163 | CV 133 | NMC 949018 |
164 | CV 134 | NMC 949019 |
165 | CV 135 | NMC 949020 |
166 | CV 136 | NMC 949021 |
167 | CV 137 | NMC 949022 |
168 | CV 138 | NMC 949023 |
169 | CV 139 | NMC 949024 |
170 | CV 140 | NMC 949025 |
171 | CV 141 | NMC 949026 |
172 | CV 142 | NMC 949027 |
173 | CV 143 | NMC 949028 |
174 | CV 144 | NMC 949029 |
175 | CV 145 | NMC 949030 |
176 | CV 146 | NMC 949031 |
177 | CV 147 | NMC 949032 |
178 | CV 148 | NMC 949033 |
179 | CV 149 | NMC 949034 |
180 | CV 150 | NMC 949035 |
181 | CV 151 | NMC 949036 |
B-44
# | Claim Name | BLM Serial Number |
182 | CV 152 | NMC 949037 |
183 | CV 153 | NMC 949038 |
184 | CV 154 | NMC 949039 |
185 | CV 155 | NMC 949040 |
186 | CV 156 | NMC 949041 |
187 | CV 157 | NMC 949042 |
188 | CV 158 | NMC 949043 |
189 | CV 159 | NMC 949044 |
190 | CV 160 | NMC 949045 |
191 | CV 161 | NMC 949046 |
192 | CV 162 | NMC 949047 |
193 | CV 163 | NMC 949048 |
194 | CV 164 | NMC 949049 |
195 | CV 165 | NMC 949050 |
196 | CV 166 | NMC 949051 |
197 | CV 167 | NMC 949052 |
198 | CV 168 | NMC 949053 |
199 | CV 169 | NMC 949054 |
200 | CV 170 | NMC 949055 |
201 | CV 171 | NMC 949056 |
202 | CV 172 | NMC 949057 |
203 | CV 173 | NMC 949058 |
204 | CV 174 | NMC 949059 |
205 | CV 175 | NMC 949060 |
206 | CV 176 | NMC 949061 |
207 | CV 177 | NMC 949062 |
208 | CV 178 | NMC 949063 |
209 | CV 179 | NMC 949064 |
210 | CV 180 | NMC 949065 |
211 | CV 181 | NMC 949066 |
212 | CV 182 | NMC 949067 |
213 | CV 183 | NMC 949068 |
214 | CV 184 | NMC 949069 |
215 | CV 185 | NMC 949070 |
216 | CV 186 | NMC 949071 |
217 | CV 187 | NMC 949072 |
218 | CV 188 | NMC 949073 |
219 | CV 189 | NMC 949074 |
220 | CV 190 | NMC 949075 |
221 | CV 191 | NMC 949076 |
222 | CV 192 | NMC 949077 |
223 | CV 193 | NMC 949078 |
B-45
# | Claim Name | BLM Serial Number |
224 | CV 194 | NMC 949079 |
225 | CV 195 | NMC 949080 |
226 | CV 196 | NMC 949081 |
227 | CV 197 | NMC 949082 |
228 | CV 198 | NMC 949083 |
229 | CV 199 | NMC 949084 |
230 | CV 200 | NMC 949085 |
231 | CV 201 | NMC 949086 |
232 | CV 202 | NMC 949087 |
233 | CV 203 | NMC 949088 |
234 | CV 204 | NMC 949089 |
235 | CV 205 | NMC 949090 |
236 | CV 206 | NMC 949091 |
237 | CV 207 | NMC 949092 |
238 | CV 208 | NMC 949093 |
239 | CV 209 | NMC 949094 |
240 | CV 210 | NMC 949095 |
241 | CV 211 | NMC 949096 |
242 | CV 212 | NMC 949097 |
243 | CV 213 | NMC 949098 |
244 | CV 214 | NMC 949099 |
245 | CV 215 | NMC 949100 |
246 | CV 216 | NMC 949101 |
247 | CV 217 | NMC 949102 |
248 | CV 218 | NMC 949103 |
249 | CV 219 | NMC 949104 |
250 | CV 220 | NMC 949105 |
251 | CV 221 | NMC 949106 |
252 | CV 222 | NMC 949107 |
253 | CV 223 | NMC 949108 |
254 | CV 224 | NMC 949109 |
255 | CV 225 | NMC 949110 |
256 | CV 226 | NMC 949111 |
257 | CV 227 | NMC 949112 |
258 | CV 228 | NMC 949113 |
259 | CV 229 | NMC 949114 |
260 | CV 230 | NMC 949115 |
261 | CV 231 | NMC 949116 |
262 | CV 232 | NMC 949117 |
263 | CV 233 | NMC 949118 |
264 | CV 234 | NMC 949119 |
265 | CV 235 | NMC 949120 |
B-46
# | Claim Name | BLM Serial Number |
266 | CV 236 | NMC 949121 |
267 | CV 237 | NMC 949122 |
268 | CV 238 | NMC 949123 |
269 | CV 239 | NMC 949124 |
270 | CV 240 | NMC 949125 |
271 | CV 241 | NMC 949126 |
272 | CV 242 | NMC 949127 |
273 | CV 243 | NMC 949128 |
274 | CV 244 | NMC 949129 |
275 | CV 245 | NMC 949130 |
276 | CV 246 | NMC 949131 |
277 | CV 247 | NMC 949132 |
278 | CV 248 | NMC 949133 |
279 | CV 249 | NMC 949134 |
280 | CV 250 | NMC 949135 |
281 | CV 251 | NMC 949136 |
282 | CV 252 | NMC 949137 |
283 | CV 361 | NMC 949246 |
284 | CV 362 | NMC 949247 |
285 | CV 363 | NMC 949248 |
286 | CV 364 | NMC 949249 |
287 | CV 365 | NMC 949250 |
288 | CV 366 | NMC 949251 |
289 | CV 367 | NMC 949252 |
290 | CV 368 | NMC 949253 |
291 | CV 369 | NMC 949254 |
292 | CV 370 | NMC 949255 |
293 | CV 371 | NMC 949256 |
294 | CV 372 | NMC 949257 |
295 | CV 373 | NMC 949258 |
296 | CV 374 | NMC 949259 |
297 | CV 375 | NMC 949260 |
298 | CV 376 | NMC 949261 |
299 | CV 377 | NMC 949262 |
300 | CV 378 | NMC 949263 |
301 | CV 379 | NMC 949264 |
302 | CV 380 | NMC 949265 |
303 | CV 381 | NMC 949266 |
304 | CV 382 | NMC 949267 |
305 | CV 383 | NMC 949268 |
306 | CV 384 | NMC 949269 |
307 | CV 385 | NMC 949270 |
B-47
# | Claim Name | BLM Serial Number |
308 | CV 386 | NMC 949271 |
309 | CV 387 | NMC 949272 |
310 | CV 388 | NMC 949273 |
311 | CV 389 | NMC 949274 |
312 | CV 390 | NMC 949275 |
313 | CV 391 | NMC 949276 |
314 | CV 392 | NMC 949277 |
315 | CV 393 | NMC 949278 |
316 | CV 394 | NMC 949279 |
317 | CV 395 | NMC 949280 |
318 | CV 396 | NMC 949281 |
319 | CV 397 | NMC 949282 |
320 | CV 398 | NMC 949283 |
321 | CV 399 | NMC 949284 |
322 | CV 400 | NMC 949285 |
323 | CV 401 | NMC 949286 |
324 | CV 402 | NMC 949287 |
325 | CV 403 | NMC 949288 |
326 | CV 404 | NMC 949289 |
327 | CV 405 | NMC 949290 |
328 | CV 406 | NMC 949291 |
329 | CV 407 | NMC 949292 |
330 | CV 408 | NMC 949293 |
331 | CV 409 | NMC 949294 |
332 | CV 410 | NMC 949295 |
333 | CV 411 | NMC 949296 |
334 | CV 412 | NMC 949297 |
335 | CV 413 | NMC 949298 |
336 | CV 414 | NMC 949299 |
337 | CV 415 | NMC 949300 |
338 | CV 416 | NMC 949301 |
339 | CV 417 | NMC 949302 |
340 | CV 418 | NMC 949303 |
341 | CV 419 | NMC 949304 |
342 | CV 420 | NMC 949305 |
343 | CV 421 | NMC 949306 |
344 | CV 422 | NMC 949307 |
345 | CV 423 | NMC 949308 |
346 | CV 424 | NMC 949309 |
347 | CV 425 | NMC 949310 |
348 | CV 426 | NMC 949311 |
349 | CV 427 | NMC 949312 |
B-48
# | Claim Name | BLM Serial Number |
350 | CV 428 | NMC 949313 |
351 | CV 429 | NMC 949314 |
352 | CV 430 | NMC 949315 |
353 | CV 431 | NMC 949316 |
354 | CV 432 | NMC 949317 |
355 | RC 1 | NMC 828269 |
356 | RC 2 | NMC 828270 |
357 | RC 3 | NMC 828271 |
358 | RC 4 | NMC 828272 |
359 | RC 5 | NMC 828273 |
360 | RC 6 | NMC 828274 |
361 | RC 7 | NMC 828275 |
362 | RC 8 | NMC 828276 |
363 | RC 9 | NMC 828277 |
364 | RC 10 | NMC 828278 |
365 | RC 11 | NMC 828279 |
366 | RC 12 | NMC 828280 |
367 | RC 101 | NMC 828293 |
368 | RC 102 | NMC 828294 |
369 | RC 103 | NMC 828295 |
370 | RC 104 | NMC 828296 |
371 | RK 109 | NMC 828772 |
372 | RK 110 | NMC 828773 |
373 | RK 111 | NMC 828774 |
374 | RK 112 | NMC 828775 |
375 | RK 113 | NMC 828776 |
376 | RK 114 | NMC 828777 |
377 | RK 115 | NMC 828778 |
378 | RK 116 | NMC 828779 |
379 | RK 117 | NMC 828780 |
380 | RK 118 | NMC 828781 |
381 | RK 119 | NMC 828782 |
382 | RK 120 | NMC 828783 |
383 | RK 121 | NMC 828784 |
384 | RK 122 | NMC 828785 |
385 | RK 123 | NMC 828786 |
386 | RK 124 | NMC 828787 |
387 | RK 125 | NMC 828788 |
388 | RK 126 | NMC 828789 |
389 | RK 127 | NMC 828790 |
390 | RK 128 | NMC 828791 |
391 | RK 129 | NMC 828792 |
B-49
# | Claim Name | BLM Serial Number |
392 | RK 130 | NMC 828793 |
393 | RK 131 | NMC 828794 |
394 | RK 132 | NMC 828795 |
395 | RK 133 | NMC 828796 |
396 | RK 134 | NMC 828797 |
397 | RK 135 | NMC 828798 |
398 | RK 136 | NMC 828799 |
399 | RK 137 | NMC 828800 |
400 | RK 138 | NMC 828801 |
401 | RK 139 | NMC 828802 |
402 | RK 140 | NMC 828803 |
403 | RK 141 | NMC 828804 |
404 | RK 142 | NMC 828805 |
405 | RK 143 | NMC 828806 |
406 | RK 144 | NMC 828807 |
407 | AL 228 | NMC 828808 |
408 | AL 229 | NMC 828809 |
409 | AL 230 | NMC 828810 |
410 | AL 231 | NMC 828811 |
411 | AL 232 | NMC 828812 |
412 | AL 233 | NMC 828813 |
413 | AL 234 | NMC 828814 |
414 | AL 239 | NMC 828815 |
415 | AL 240 | NMC 828816 |
416 | AL 241 | NMC 828817 |
417 | AL 242 | NMC 828818 |
418 | AL 243 | NMC 828819 |
419 | AL 244 | NMC 828820 |
420 | AL 245 | NMC 828821 |
421 | AL 246 | NMC 828822 |
422 | AL 247 | NMC 828823 |
423 | AL 248 | NMC 828824 |
424 | AL 249 | NMC 828825 |
425 | AL 250 | NMC 828826 |
426 | AL 251 | NMC 828827 |
427 | AL 252 | NMC 828828 |
428 | CL 3 | NMC 828831 |
429 | CL 4 | NMC 828832 |
430 | CL 5 | NMC 828833 |
431 | CL 6 | NMC 828834 |
432 | CL 7 | NMC 828835 |
433 | CL 8 | NMC 828836 |
B-50
# | Claim Name | BLM Serial Number |
434 | CL 9 | NMC 828837 |
435 | CL 10 | NMC 828838 |
436 | CL 13 | NMC 828841 |
437 | CL 14 | NMC 828842 |
438 | CL 559 | NMC 828847 |
439 | CL 560 | NMC 828848 |
440 | CL 565 | NMC 828849 |
441 | CL 566 | NMC 828850 |
442 | CL 571 | NMC 828851 |
443 | CL 572 | NMC 828852 |
444 | CL 577 | NMC 828853 |
445 | CL 578 | NMC 828854 |
446 | CL 584 | NMC 828855 |
447 | CL 585 | NMC 828856 |
448 | CL 591 | NMC 828857 |
449 | CL 592 | NMC 828858 |
450 | CL 599 | NMC 828859 |
451 | CL 600 | NMC 828860 |
452 | CL 607 | NMC 828861 |
453 | CL 608 | NMC 828862 |
454 | CL 616 | NMC 828863 |
455 | CL 617 | NMC 828864 |
456 | CL 625 | NMC 828865 |
457 | CL 626 | NMC 828866 |
458 | CL 691 | NMC 828867 |
459 | CL 693 | NMC 828868 |
460 | CL 695 | NMC 828869 |
461 | CL 697 | NMC 828870 |
462 | CL 698 | NMC 828871 |
463 | CL 699 | NMC 828872 |
464 | CL 700 | NMC 828873 |
465 | CL 701 | NMC 828874 |
466 | CL 702 | NMC 828875 |
467 | CL 704 | NMC 828876 |
468 | CL 705 | NMC 828877 |
469 | CL 706 | NMC 828878 |
470 | CL 708 | NMC 828879 |
471 | CL 709 | NMC 828880 |
472 | CL 710 | NMC 828881 |
473 | CL 712 | NMC 828882 |
474 | CL 713 | NMC 828883 |
475 | CL 714 | NMC 828884 |
B-51
# | Claim Name | BLM Serial Number |
476 | CL 716 | NMC 828885 |
477 | CL 717 | NMC 828886 |
478 | CL 800 | NMC 828887 |
479 | CL 801 | NMC 828888 |
480 | CL 802 | NMC 828889 |
481 | CL 803 | NMC 828890 |
482 | CL 804 | NMC 828891 |
483 | CL 805 | NMC 828892 |
484 | CL 806 | NMC 828893 |
485 | CV 253 | NMC 949138 |
486 | CV 254 | NMC 949139 |
487 | CV 255 | NMC 949140 |
488 | CV 256 | NMC 949141 |
489 | CV 257 | NMC 949142 |
490 | CV 258 | NMC 949143 |
491 | CV 259 | NMC 949144 |
492 | CV 260 | NMC 949145 |
493 | CV 261 | NMC 949146 |
494 | CV 262 | NMC 949147 |
495 | CV 263 | NMC 949148 |
496 | CV 264 | NMC 949149 |
497 | CV 265 | NMC 949150 |
498 | CV 266 | NMC 949151 |
499 | CV 267 | NMC 949152 |
500 | CV 268 | NMC 949153 |
501 | CV 269 | NMC 949154 |
502 | CV 270 | NMC 949155 |
503 | CV 271 | NMC 949156 |
504 | CV 272 | NMC 949157 |
505 | CV 273 | NMC 949158 |
506 | CV 274 | NMC 949159 |
507 | CV 275 | NMC 949160 |
508 | CV 276 | NMC 949161 |
509 | CV 277 | NMC 949162 |
510 | CV 278 | NMC 949163 |
511 | CV 279 | NMC 949164 |
512 | CV 280 | NMC 949165 |
513 | CV 281 | NMC 949166 |
514 | CV 282 | NMC 949167 |
515 | CV 283 | NMC 949168 |
516 | CV 284 | NMC 949169 |
517 | CV 285 | NMC 949170 |
B-52
# | Claim Name | BLM Serial Number |
518 | CV 286 | NMC 949171 |
519 | CV 287 | NMC 949172 |
520 | CV 288 | NMC 949173 |
521 | CV 289 | NMC 949174 |
522 | CV 290 | NMC 949175 |
523 | CV 291 | NMC 949176 |
524 | CV 292 | NMC 949177 |
525 | CV 293 | NMC 949178 |
526 | CV 294 | NMC 949179 |
527 | CV 295 | NMC 949180 |
528 | CV 296 | NMC 949181 |
529 | CV 297 | NMC 949182 |
530 | CV 298 | NMC 949183 |
531 | CV 299 | NMC 949184 |
532 | CV 300 | NMC 949185 |
533 | CV 301 | NMC 949186 NMC 949187 |
534 | CV 302 | |
535 | CV 303 | NMC 949188 |
536 | CV 304 | NMC 949189 |
537 | CV 305 | NMC 949190 |
538 | CV 306 | NMC 949191 |
539 | CV 307 | NMC 949192 |
540 | CV 308 | NMC 949193 |
541 | CV 309 | NMC 949194 |
542 | CV 310 | NMC 949195 |
543 | CV 311 | NMC 949196 |
544 | CV 312 | NMC 949197 |
545 | CV 313 | NMC 949198 |
546 | CV 314 | NMC 949199 |
547 | CV 315 | NMC 949200 |
548 | CV 316 | NMC 949201 |
549 | CV 317 | NMC 949202 |
550 | CV 318 | NMC 949203 |
551 | CV 319 | NMC 949204 |
552 | CV 320 | NMC 949205 |
553 | CV 321 | NMC 949206 |
554 | CV 322 | NMC 949207 |
555 | CV 323 | NMC 949208 |
556 | CV 324 | NMC 949209 |
557 | CV 325 | NMC 949210 |
558 | CV 326 | NMC 949211 |
559 | CV 327 | NMC 949212 |
B-53
# | Claim Name | BLM Serial Number |
560 | CV 328 | NMC 949213 |
561 | CV 329 | NMC 949214 |
562 | CV 330 | NMC 949215 |
563 | CV 331 | NMC 949216 |
564 | CV 332 | NMC 949217 |
565 | CV 333 | NMC 949218 |
566 | CV 334 | NMC 949219 |
567 | CV 335 | NMC 949220 |
568 | CV 336 | NMC 949221 |
569 | CV 337 | NMC 949222 |
570 | CV 338 | NMC 949223 |
571 | CV 339 | NMC 949224 |
572 | CV 340 | NMC 949225 |
573 | CV 341 | NMC 949226 |
574 | CV 342 | NMC 949227 |
575 | CV 343 | NMC 949228 |
576 | CV 344 | NMC 949229 |
577 | CV 345 | NMC 949230 |
578 | CV 346 | NMC 949231 |
579 | CV 347 | NMC 949232 |
580 | CV 348 | NMC 949233 |
581 | CV 349 | NMC 949234 |
582 | CV 350 | NMC 949235 |
583 | CV 351 | NMC 949236 |
584 | CV 352 | NMC 949237 |
585 | CV 353 | NMC 949238 |
586 | CV 354 | NMC 949239 |
587 | CV 355 | NMC 949240 |
588 | CV 356 | NMC 949241 |
589 | CV 357 | NMC 949242 |
590 | CV 358 | NMC 949243 |
591 | CV 359 | NMC 949244 |
592 | CV 360 | NMC 949245 |
593 | CL 1 | NMC 828829 |
594 | CL 2 | NMC 828830 |
595 | CL 11 | NMC 828839 |
596 | CL 12 | NMC 828840 |
597 | CL 404 | NMC 828843 |
598 | CL 405 | NMC 828844 |
599 | CL 412 | NMC 828845 |
600 | CL 413 | NMC 828846 |
B-54
9. | Rock Horse Property |
The Rock Horse Property consists of the following 185 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | RCH 1 | NMC 827951 |
2 | RCH 2 | NMC 827952 |
3 | RCH 3 | NMC 827953 |
4 | RCH 4 | NMC 827954 |
5 | RCH 5 | NMC 827955 |
6 | RCH 6 | NMC 827956 |
7 | RCH 7 | NMC 827957 |
8 | RCH 8 | NMC 827958 |
9 | RCH 9 | NMC 827959 |
10 | RCH 10 | NMC 827960 |
11 | RCH 11 | NMC 827961 |
12 | RCH 12 | NMC 827962 |
13 | RCH 13 | NMC 827963 |
14 | RCH 14 | NMC 827964 |
15 | RCH 15 | NMC 827965 |
16 | RCH 16 | NMC 827966 |
17 | RCH 17 | NMC 827967 |
18 | RCH 18 | NMC 827968 |
19 | TC 12 | NMC 827969 |
20 | TC 13 | NMC 827970 |
21 | TC 14 | NMC 827971 |
22 | TC 19 | NMC 827972 |
23 | TC 20 | NMC 827973 |
24 | TC 21 | NMC 827974 |
25 | TC 24 | NMC 827975 |
26 | TC 25 | NMC 827976 |
27 | TC 26 | NMC 827977 |
28 | TC 27 | NMC 827978 |
29 | TC 28 | NMC 827979 |
30 | TC 29 | NMC 827980 |
31 | TC 30 | NMC 827981 |
32 | TC 31 | NMC 827982 |
33 | TC 32 | NMC 827983 |
34 | TC 33 | NMC 827984 |
35 | TC 34 | NMC 827985 |
36 | TC 35 | NMC 827986 |
37 | TC 36 | NMC 827987 |
38 | TC 37 | NMC 827988 |
B-55
# | Claim Name | BLM Serial Number |
39 | RCH 19 | NMC 830793 |
40 | RCH 20 | NMC 830794 |
41 | RCH 21 | NMC 830795 |
42 | RCH 22 | NMC 830796 |
43 | TC 4 | NMC 830797 |
44 | TC 5 | NMC 830798 |
45 | TC 6 | NMC 830799 |
46 | TC 7 | NMC 830800 |
47 | TC 8 | NMC 830801 NMC 830802 |
48 | TC 9 | |
49 | TC 10 | NMC 830803 |
50 | TC 15 | NMC 830804 |
51 | TC 16 | NMC 830805 |
52 | TC 22 | NMC 830806 |
53 | TC 23 | NMC 830807 |
54 | TC 41 | NMC 830808 |
55 | TC 42 | NMC 830809 |
56 | TC 43 | NMC 830810 |
57 | TC 44 | NMC 830811 |
58 | TC 45 | NMC 830812 |
59 | TC 46 | NMC 830813 |
60 | TC 47 | NMC 830814 |
61 | TC 48 | NMC 830815 |
62 | TC 49 | NMC 830816 |
63 | TC 52 | NMC 830817 |
64 | TC 53 | NMC 830818 |
65 | TC 54 | NMC 830819 |
66 | TC 55 | NMC 830820 |
67 | STC 1 | NMC 830821 |
68 | STC 2 | NMC 830822 |
69 | STC 3 | NMC 830823 |
70 | STC 4 | NMC 830824 |
71 | STC 5 | NMC 830825 |
72 | STC 6 | NMC 830826 |
73 | STC 7 | NMC 830827 |
74 | STC 8 | NMC 830828 |
75 | STC 9 | NMC 830829 |
76 | STC 10 | NMC 830830 |
77 | STC 11 | NMC 830831 |
78 | STC 12 | NMC 830832 |
79 | STC 13 | NMC 830833 |
80 | STC 14 | NMC 830834 |
B-56
# | Claim Name | BLM Serial Number |
81 | STC 15 | NMC 830835 |
82 | STC 16 | NMC 830836 |
83 | STC 17 | NMC 830837 |
84 | STC 18 | NMC 830838 |
85 | STC 19 | NMC 830839 |
86 | STC 20 | NMC 830840 |
87 | STC 21 | NMC 830841 |
88 | STC 22 | NMC 830842 |
89 | STC 23 | NMC 830843 |
90 | STC 24 | NMC 830844 |
91 | STC 25 | NMC 830845 |
92 | STC 26 | NMC 830846 |
93 | STC 27 | NMC 830847 |
94 | STC 28 | NMC 830848 |
95 | STC 29 | NMC 830849 |
96 | STC 30 | NMC 830850 |
97 | STC 31 | NMC 830851 |
98 | STC 32 | NMC 830852 |
99 | STC 33 | NMC 830853 |
100 | STC 34 | NMC 830854 |
101 | STC 35 | NMC 830855 |
102 | STC 36 | NMC 830856 |
103 | STC 37 | NMC 830857 |
104 | STC 38 | NMC 830858 |
105 | STC 39 | NMC 830859 |
106 | STC 40 | NMC 830860 |
107 | STC 41 | NMC 830861 |
108 | STC 42 | NMC 830862 |
109 | STC 43 | NMC 830863 |
110 | STC 44 | NMC 830864 |
111 | STC 45 | NMC 830865 |
112 | STC 46 | NMC 830866 |
113 | STC 47 | NMC 830867 |
114 | STC 48 | NMC 830868 |
115 | STC 49 | NMC 830869 |
116 | STC 50 | NMC 830870 |
117 | STC 51 | NMC 830871 |
118 | STC 52 | NMC 830872 |
119 | STC 53 | NMC 830873 |
120 | STC 54 | NMC 830874 |
121 | STC 55 | NMC 830875 |
122 | STC 56 | NMC 830876 |
B-57
# | Claim Name | BLM Serial Number |
123 | STC 57 | NMC 830877 |
124 | STC 58 | NMC 830878 |
125 | STC 59 | NMC 830879 |
126 | STC 60 | NMC 830880 |
127 | STC 61 | NMC 830881 |
128 | STC 62 | NMC 830882 |
129 | STC 63 | NMC 830883 |
130 | STC 64 | NMC 830884 |
131 | STC 65 | NMC 830885 |
132 | STC 66 | NMC 830886 |
133 | STC 67 | NMC 830887 |
134 | STC 68 | NMC 830888 |
135 | STC 69 | NMC 830889 |
136 | STC 70 | NMC 830890 |
137 | STC 71 | NMC 830891 |
138 | STC 72 | NMC 830892 |
139 | STC 73 | NMC 830893 |
140 | STC 74 | NMC 830894 |
141 | STC 75 | NMC 830895 |
142 | STC 76 | NMC 830896 |
143 | STC 77 | NMC 830897 |
144 | STC 78 | NMC 830898 |
145 | STC 79 | NMC 830899 |
146 | STC 80 | NMC 830900 |
147 | STC 81 | NMC 830901 |
148 | STC 82 | NMC 830902 |
149 | STC 83 | NMC 830903 |
150 | STC 84 | NMC 830904 |
151 | STC 85 | NMC 830905 |
152 | STC 86 | NMC 830906 |
153 | STC 87 | NMC 830907 |
154 | STC 88 | NMC 830908 |
155 | STC 89 | NMC 830909 |
156 | STC 90 | NMC 830910 |
157 | STC 91 | NMC 830911 |
158 | STC 92 | NMC 830912 |
159 | STC 93 | NMC 830913 |
160 | STC 94 | NMC 830914 |
161 | STC 95 | NMC 830915 |
162 | STC 96 | NMC 830916 |
163 | STC 97 | NMC 830917 |
164 | STC 98 | NMC 830918 |
B-58
# | Claim Name | BLM Serial Number |
165 | STC 99 | NMC 830919 |
166 | STC 100 | NMC 830920 |
167 | STC 101 | NMC 830921 |
168 | STC 102 | NMC 830922 |
169 | STC 103 | NMC 830923 |
170 | STC 104 | NMC 830924 |
171 | STC 105 | NMC 830925 |
172 | STC 106 | NMC 830926 |
173 | STC 107 | NMC 830927 |
174 | STC 108 | NMC 830928 |
175 | STC 109 | NMC 830929 |
176 | STC 110 | NMC 830930 |
177 | STC 111 | NMC 830931 |
178 | STC 112 | NMC 830932 |
179 | STC 113 | NMC 830933 |
180 | STC 114 | NMC 830934 |
181 | STC 115 | NMC 830935 |
182 | STC 116 | NMC 830936 |
183 | STC 117 | NMC 830937 |
184 | STC 118 | NMC 830938 |
185 | STC 119 | NMC 830939 |
10. | Santa Renia Property |
The Santa Renia Property consists of the following 186 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | Jammer Chair 1 | NMC 801940 |
2 | Jammer Chair 2 | NMC 801941 |
3 | Jammer Chair 3 | NMC 801942 |
4 | Jammer Chair 4 | NMC 801943 |
5 | Jammer Chair 5 | NMC 801944 |
6 | Jammer Chair 6 | NMC 801945 |
7 | Jammer Chair 7 | NMC 801946 |
8 | Jammer Chair 8 | NMC 801947 |
9 | Jammer Chair 9 | NMC 801948 |
10 | Jammer Chair 10 | NMC 801949 |
11 | Jammer Chair 11 | NMC 801950 |
12 | Jammer Chair 12 | NMC 801951 |
13 | Jammer Chair 13 | NMC 801952 |
14 | Jammer Chair 14 | NMC 801953 |
15 | Jammer Chair 15 | NMC 801954 |
B-59
# | Claim Name | BLM Serial Number |
16 | Jammer Chair 16 | NMC 801955 |
17 | Jammer Chair 17 | NMC 801956 |
18 | Jammer Chair 18 | NMC 801957 |
19 | Jammer Chair 19 | NMC 801958 |
20 | Jammer Chair 20 | NMC 801959 |
21 | Jammer Chair 21 | NMC 801960 |
22 | Jammer Chair 22 | NMC 801961 |
23 | Jammer Chair 23 | NMC 801962 |
24 | Jammer Chair 24 | NMC 801963 |
25 | Jammer Chair 25 | NMC 801964 |
26 | Jammer Chair 26 | NMC 801965 |
27 | Jammer Chair 27 | NMC 801966 |
28 | Hat 1 | NMC 1022590 |
29 | Hat 2 | NMC 1022591 |
30 | Hat 3 | NMC 1022592 |
31 | Hat 4 | NMC 1022593 |
32 | Hat 5 | NMC 1022594 |
33 | Hat 6 | NMC 1022595 |
34 | Hat 7 | NMC 1022596 |
35 | Hat 8 | NMC 1022597 |
36 | Hat 9 | NMC 1022598 |
37 | Hat 10 | NMC 1022599 |
38 | Hat 11 | NMC 1022600 |
39 | Hat 12 | NMC 1022601 |
40 | Hat 13 | NMC 1022602 |
41 | Hat 14 | NMC 1022603 |
42 | Hat 15 | NMC 1022604 |
43 | Hat 16 | NMC 1022605 |
44 | Hat 17 | NMC 1022606 |
45 | Hat 18 | NMC 1022607 |
46 | Hat 19 | NMC 1022608 |
47 | Hat 20 | NMC 1022609 |
48 | Hat 21 | NMC 1022610 |
49 | Hat 22 | NMC 1022611 |
50 | Hat 23 | NMC 1022612 |
51 | Hat 24 | NMC 1022613 |
52 | Hat 25 | NMC 1022614 |
53 | Hat 26 | NMC 1022615 |
54 | Hat 27 | NMC 1022616 |
55 | Hat 28 | NMC 1022617 |
56 | Hat 29 | NMC 1022618 |
57 | Hat 30 | NMC 1022619 |
B-60
# | Claim Name | BLM Serial Number |
58 | Hat 31 | NMC 1022620 |
59 | Hat 32 | NMC 1022621 |
60 | Hat 33 | NMC 1022622 |
61 | Hat 34 | NMC 1022623 |
62 | Hat 35 | NMC 1022624 |
63 | Hat 36 | NMC 1022625 |
64 | Hat 37 | NMC 1022626 |
65 | Hat 38 | NMC 1022627 |
66 | Hat 39 | NMC 1022628 |
67 | Hat 40 | NMC 1022629 |
68 | Hat 41 | NMC 1022630 |
69 | Hat 42 | NMC 1022631 |
70 | Hat 43 | NMC 1022632 |
71 | Hat 44 | NMC 1022633 |
72 | Hat 45 | NMC 1022634 |
73 | Hat 46 | NMC 1022635 |
74 | Hat 47 | NMC 1022636 |
75 | Hat 48 | NMC 1022637 |
76 | Hat 49 | NMC 1022638 |
77 | Hat 50 | NMC 1022639 |
78 | Hat 51 | NMC 1022640 |
79 | Hat 52 | NMC 1022641 |
80 | Hat 53 | NMC 1022642 |
81 | Hat 54 | NMC 1022643 |
82 | Hat 55 | NMC 1022644 |
83 | Hat 56 | NMC 1022645 |
84 | Hat 57 | NMC 1022646 |
85 | Hat 58 | NMC 1022647 |
86 | Hat 59 | NMC 1022648 |
87 | Hat 60 | NMC 1022649 |
88 | Hat 61 | NMC 1022650 |
89 | Hat 62 | NMC 1022651 |
90 | Hat 63 | NMC 1022652 |
91 | Hat 64 | NMC 1022653 |
92 | Hat 65 | NMC 1022654 |
93 | Hat 66 | NMC 1022655 |
94 | Hat 67 | NMC 1022656 |
95 | Hat 68 | NMC 1022657 |
96 | Hat 69 | NMC 1022658 |
97 | Hat 70 | NMC 1022659 |
98 | Hat 71 | NMC 1022660 |
99 | Hat 72 | NMC 1022661 |
B-61
# | Claim Name | BLM Serial Number |
100 | Hat 73 | NMC 1022662 |
101 | Hat 74 | NMC 1022663 |
102 | Hat 75 | NMC 1022664 |
103 | Hat 76 | NMC 1022665 |
104 | Hat 77 | NMC 1022666 |
105 | Hat 78 | NMC 1022667 |
106 | Hat 79 | NMC 1022668 |
107 | Hat 80 | NMC 1022669 |
108 | Hat 81 | NMC 1022670 |
109 | Hat 82 | NMC 1022671 |
110 | Hat 83 | NMC 1022672 |
111 | Hat 84 | NMC 1022673 |
112 | Hat 85 | NMC 1022674 |
113 | Hat 86 | NMC 1022675 |
114 | Hat 87 | NMC 1022676 |
115 | Hat 88 | NMC 1022677 |
116 | Hat 89 | NMC 1022678 |
117 | Hat 90 | NMC 1022679 |
118 | Hat 91 | NMC 1022680 |
119 | Hat 92 | NMC 1022681 |
120 | Hat 93 | NMC 1022682 |
121 | Hat 94 | NMC 1022683 |
122 | Hat 95 | NMC 1022684 |
123 | Hat 96 | NMC 1022685 |
124 | Hat 97 | NMC 1022686 |
125 | Hat 98 | NMC 1022687 |
126 | Hat 99 | NMC 1022688 |
127 | Hat 100 | NMC 1022689 |
128 | Hat 101 | NMC 1022690 |
129 | Hat 102 | NMC 1022691 |
130 | Hat 103 | NMC 1022692 |
131 | Hat 104 | NMC 1022693 |
132 | Hat 105 | NMC 1022694 |
133 | Hat 106 | NMC 1022695 |
134 | Hat 107 | NMC 1022696 |
135 | Hat 108 | NMC 1022697 |
136 | Hat 109 | NMC 1022698 |
137 | Hat 110 | NMC 1022699 |
138 | Hat 111 | NMC 1022700 |
139 | Hat 112 | NMC 1022701 |
140 | Hat 113 | NMC 1022702 |
141 | Hat 114 | NMC 1022703 |
B-62
# | Claim Name | BLM Serial Number |
142 | Hat 115 | NMC 1022704 |
143 | Hat 116 | NMC 1022705 |
144 | Hat 117 | NMC 1022706 |
145 | Hat 118 | NMC 1022707 |
146 | Hat 119 | NMC 1022708 |
147 | Hat 120 | NMC 1022709 |
148 | Hat 121 | NMC 1022710 |
149 | Hat 122 | NMC 1022711 |
150 | Hat 123 | NMC 1022712 |
151 | Hat 124 | NMC 1022713 |
152 | Hat 125 | NMC 1022714 |
153 | Hat 126 | NMC 1022715 |
154 | Hat 127 | NMC 1022716 |
155 | Hat 128 | NMC 1022717 |
156 | Hat 129 | NMC 1022718 |
157 | Hat 130 | NMC 1022719 |
158 | Hat 131 | NMC 1022720 |
159 | Hat 132 | NMC 1022721 |
160 | Hat 133 | NMC 1022722 |
161 | Hat 134 | NMC 1022723 |
162 | Hat 135 | NMC 1022724 |
163 | Hat 136 | NMC 1022725 |
164 | Hat 137 | NMC 1022726 |
165 | Hat 138 | NMC 1022727 |
166 | Hat 139 | NMC 1022728 |
167 | Hat 140 | NMC 1022729 |
168 | Hat 141 | NMC 1022730 |
169 | Hat 142 | NMC 1022731 |
170 | Hat 143 | NMC 1022732 |
171 | Hat 144 | NMC 1022733 |
172 | Hat 145 | NMC 1022734 |
173 | Hat 146 | NMC 1022735 |
174 | Hat 147 | NMC 1022736 |
175 | Hat 148 | NMC 1022737 |
176 | Hat 149 | NMC 1022738 |
177 | Hat 150 | NMC 1022739 |
178 | Hat 151 | NMC 1022740 |
179 | Hat 152 | NMC 1022741 |
180 | Hat 153 | NMC 1022742 |
181 | Hat 154 | NMC 1022743 |
182 | Hat 155 | NMC 1022744 |
183 | Hat 156 | NMC 1022745 |
B-63
# | Claim Name | BLM Serial Number |
184 | Hat 157 | NMC 1022746 |
185 | Hat 158 | NMC 1022747 |
186 | Hat 159 | NMC 1022748 |
11. | Sno Property |
The Sno Property consists of the following 78 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | SNO 45 | NMC 845560 |
2 | SNO 46 | NMC 845561 |
3 | SNO 47 | NMC 845562 |
4 | SNO 48 | NMC 845563 |
5 | SNO 49 | NMC 845564 |
6 | SNO 50 | NMC 845565 |
7 | SNO 51 | NMC 845566 |
8 | SNO 52 | NMC 845567 |
9 | SNO 53 | NMC 845568 |
10 | SNO 54 | NMC 845569 |
11 | SNO 55 | NMC 845570 |
12 | SNO 56 | NMC 845571 |
13 | SNO 57 | NMC 845572 |
14 | SNO 58 | NMC 845573 |
15 | SNO 59 | NMC 845574 |
16 | SNO 60 | NMC 845575 |
17 | SNO 61 | NMC 845576 |
18 | SNO 62 | NMC 845577 |
19 | SNO 63 | NMC 845578 |
20 | SNO 64 | NMC 845579 |
21 | SNO 65 | NMC 845580 |
22 | SNO 66 | NMC 845581 |
23 | SNO 67 | NMC 845582 |
24 | SNO 68 | NMC 845583 |
25 | SNO 69 | NMC 845584 |
26 | SNO 70 | NMC 845585 |
27 | SNO 71 | NMC 845586 |
28 | SNO 72 | NMC 845587 |
29 | SNO 73 | NMC 845588 |
30 | SNO 74 | NMC 845589 |
31 | SNO 75 | NMC 845590 |
32 | SNO 76 | NMC 845591 |
33 | SNO 77 | NMC 845592 |
B-64
34 | SNO 78 | NMC 845593 |
35 | SNO 79 | NMC 845594 |
36 | SNO 80 | NMC 845595 |
37 | SNO 81 | NMC 845596 |
38 | SNO 82 | NMC 845597 |
39 | SNO 83 | NMC 845598 |
40 | SNO 84 | NMC 845599 |
41 | SNO 85 | NMC 845600 |
42 | SNO 86 | NMC 845601 |
43 | SNO 87 | NMC 845602 |
44 | SNO 88 | NMC 845603 |
45 | SNO 90 | NMC 845605 |
46 | SNO 91 | NMC 845606 |
47 | SNO 92 | NMC 845607 |
48 | SNO 93 | NMC 845608 |
49 | SNO 94 | NMC 845609 |
50 | SNO 96 | NMC 845611 |
51 | SNO 173 | NMC 845612 |
52 | SNO 174 | NMC 845613 |
53 | SNO 175 | NMC 845614 |
54 | SNO 176 | NMC 845615 |
55 | SNO 177 | NMC 845616 |
56 | SNO 178 | NMC 845617 |
57 | JAM 1 | NMC 870873 |
58 | JAM 2 | NMC 870874 |
59 | JAM 3 | NMC 870875 |
60 | JAM 4 | NMC 870876 |
61 | JAM 5 | NMC 870877 |
62 | JAM 6 | NMC 870878 |
63 | JAM 7 | NMC 870879 |
64 | JAM 8 | NMC 870880 |
65 | JAM 9 | NMC 870881 |
66 | JAM 10 | NMC 870882 |
67 | JAM 11 | NMC 870883 |
68 | JAM 12 | NMC 870884 |
69 | JAM 13 | NMC 870885 |
70 | JAM 14 | NMC 870886 |
71 | JAM 15 | NMC 870887 |
72 | JAM 16 | NMC 870888 |
73 | JAM 17 | NMC 870889 |
74 | JAM 18 | NMC 870890 |
75 | JAM 19 | NMC 870891 |
76 | JAM 20 | NMC 870892 |
77 | SNO 89 | NMC 929247 |
78 | SNO 95 | NMC 929248 |
B-65
12. | Wilson Peak Property |
The Wilson Peak Property consists of the following 87 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | CS 5 | NMC 783162 |
2 | CS 7 | NMC 783164 |
3 | CS 41 | NMC 784343 |
4 | CS 42 | NMC 784344 |
5 | CS 43 | NMC 784345 |
6 | CS 44 | NMC 784346 |
7 | Lime 1 | NMC 847594 |
8 | Lime 2 | NMC 847595 |
9 | Lime 3 | NMC 847596 |
10 | Lime 4 | NMC 847597 |
11 | Lime 5 | NMC 847598 |
12 | Lime 6 | NMC 847599 |
13 | Lime 7 | NMC 847600 |
14 | Lime 8 | NMC 847601 |
15 | Lime 9 | NMC 847602 |
16 | Lime 10 | NMC 847603 |
17 | Lime 11 | NMC 847604 |
18 | Lime 12 | NMC 847605 |
19 | Lime 13 | NMC 847606 |
20 | Lime 14 | NMC 847607 |
21 | Lime 15 | NMC 847608 |
22 | Lime 16 | NMC 847609 |
23 | Lime 17 | NMC 847610 |
24 | Lime 18 | NMC 847611 |
25 | Lime 19 | NMC 847612 |
26 | Lime 20 | NMC 847613 |
27 | Lime 21 | NMC 847614 |
28 | Lime 22 | NMC 847615 |
29 | Lime 23 | NMC 847616 |
30 | Lime 24 | NMC 847617 |
31 | Lime 25 | NMC 847618 |
32 | Lime 26 | NMC 847619 |
33 | Lime 27 | NMC 847620 |
34 | Lime 28 | NMC 847621 |
35 | Lime 29 | NMC 847622 |
B-66
# | Claim Name | BLM Serial Number |
36 | Lime 30 | NMC 847623 |
37 | Lime 31 | NMC 847624 |
38 | Lime 32 | NMC 847625 |
39 | Lime 33 | NMC 847626 |
40 | Lime 34 | NMC 847627 |
41 | Lime 35 | NMC 847628 |
42 | Lime 36 | NMC 847629 |
43 | Lime 37 | NMC 847630 |
44 | Lime 38 | NMC 847631 |
45 | Lime 39 | NMC 847632 |
46 | Lime 40 | NMC 847633 |
47 | Lime 41 | NMC 847634 |
48 | Lime 42 | NMC 847635 |
49 | Lime 43 | NMC 847636 |
50 | Lime 44 | NMC 847637 |
51 | Lime 45 | NMC 847638 |
52 | Lime 46 | NMC 847639 |
53 | Lime 47 | NMC 847640 |
54 | Lime 48 | NMC 847641 |
55 | Lime 49 | NMC 847642 |
56 | Lime 50 | NMC 847643 |
57 | Lime 51 | NMC 847644 |
58 | Lime 52 | NMC 847645 |
59 | Lime 53 | NMC 847646 |
60 | Lime 54 | NMC 847647 |
61 | Lime 55 | NMC 847648 |
62 | LI 1 | NMC 950044 |
63 | LI 2 | NMC 950045 |
64 | LI 3 | NMC 950046 |
65 | LI 4 | NMC 950047 |
66 | LI 5 | NMC 950048 |
67 | LI 6 | NMC 950049 |
68 | LI 7 | NMC 950050 |
69 | LI 8 | NMC 950051 |
70 | LI 9 | NMC 950052 |
71 | LI 10 | NMC 950053 |
72 | LI 11 | NMC 950054 |
73 | LI 12 | NMC 950055 |
74 | LI 13 | NMC 950056 |
75 | LI 14 | NMC 950057 |
76 | LI 15 | NMC 950058 |
77 | LI 16 | NMC 950059 |
B-67
# | Claim Name | BLM Serial Number |
78 | LI 17 | NMC 950060 |
79 | LI 18 | NMC 950061 |
80 | LI 19 | NMC 950062 |
81 | LI 20 | NMC 950063 |
82 | LI 21 | NMC 950064 |
83 | LI 22 | NMC 950065 |
84 | LI 23 | NMC 950066 |
85 | LI 24 | NMC 950067 |
86 | LI 25 | NMC 950068 |
87 | LI 26 | NMC 950069 |
13. | Woodruff Property |
The Woodruff Property consists of the following 18 unpatented mining claims located in Elko County, Nevada:
# | Claim Name | BLM Serial Number |
1 | C #1 | NMC 768212 |
2 | C #2 | NMC 768213 |
3 | C #3 | NMC 768214 |
4 | C #4 | NMC 768215 |
5 | C #5 | NMC 768216 |
6 | C #6 | NMC 768217 |
7 | C #7 | NMC 768218 |
8 | C #8 | NMC 768219 |
9 | C #9 | NMC 768220 |
10 | C #10 | NMC 768221 |
11 | C #11 | NMC 768222 |
12 | C #12 | NMC 768223 |
13 | C #13 | NMC 768224 |
14 | C #14 | NMC 768225 |
15 | C #15 | NMC 768226 |
16 | C #16 | NMC 768227 |
17 | C #17 | NMC 768228 |
18 | C #18 | NMC 768229 |
B-68
SCHEDULE C
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
1. | Organization and Qualification of the Company |
The Company is a limited liability company duly formed and validly existing under the laws of the State of Nevada and has all necessary limited liability company power, authority and capacity to own its assets and to carry on its business as presently conducted. The Company is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its assets are located or it conducts business.
2. | Status of the Vendor and Right to Sell |
The Vendor is a limited liability company existing under the laws of the State of Nevada. The Vendor is the sole registered and beneficial owner of the Company Interests free and clear of all Encumbrances other than Permitted Encumbrances. The Vendor has the exclusive right to dispose of the Company Interests as provided in the Agreement and such disposition will not violate, contravene, breach or offend against or result in any default under any material Contract, the Vendor's limited liability company agreement, Order, judgment, decree, licence, permit or Applicable Laws, to which the Vendor is a party or subject or by which the Vendor is bound or affected.
3. | Due Authorization and Enforceability of Obligations |
The Vendor has all necessary limited liability company power, authority and capacity to enter into the Agreement and to carry out its obligations under the Agreement. The execution and delivery of the Agreement and the consummation of the transactions contemplated by the Agreement have been duly authorized by all necessary limited liability company action on the part of the Vendor. This Agreement constitutes, and each other agreement to be executed by the Vendor in connection with the Closing will constitute, a valid and binding obligation of the Vendor enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization or other Applicable Laws of general application relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity.
4. | Absence of Conflicts |
Except as disclosed on Section 4 of the Vendor Disclosure Letter, the Company is not a party to, bound or affected by or subject to any:
(a) | material Contracts; | |
(b) | charter or by-law; or | |
(c) | Applicable Laws or material Permits; |
C-1
that would be violated in any material respect, breached in any material respect by, or under which default would occur or an Encumbrance would, or with notice or the passage of time would, be created, or in respect of which the obligations of the Company will materially increase or the rights or entitlements of the Company will materially decrease or any obligation on the part of the Company to give notice to any Governmental Authority will arise, as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement.
5. | Regulatory Approvals |
Except as disclosed on Section 5 of the Vendor Disclosure Letter, no approval, Order, consent of or filing with any Governmental Authority is required on the part of the Vendor or the Company, in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the Vendor's obligations under this Agreement or any other documents and agreements to be delivered under this Agreement.
6. | Capitalization |
Section 6 of the Vendor Disclosure Letter sets forth the authorized and issued capital of the Company. At the Closing Time, the Company Interests will constitute all of the securities or membership interests in the capital of the Company. All of the Company Interests have been duly and validly issued and are outstanding as fully paid and non-assessable membership interests. No options, warrants or other rights to purchase the Company Interests and no securities or obligations convertible into or exchangeable for the Company Interests have been authorized or agreed to be issued or are outstanding.
7. | Subsidiaries |
The Company does not have any Subsidiaries.
8. | Books and Records |
(a) The Books and Records of the Company fairly and correctly set out and disclose in all material respects the financial position of the Company and all material financial transactions relating to its businesses has been accurately recorded in such Books and Records.
(b) The corporate records and minute books for the Company have been made available to the Purchaser. The minute books include complete and accurate minutes of all meetings of the managers or members for the Company, as applicable, held to date or resolutions passed by the managers or members on consent, since the date of incorporation of the Company. The register of members, register of transfers and register of managers for the Company are complete and accurate.
9. | Absence of Certain Changes or Events |
Since the date of incorporation of the Company, other than the transactions contemplated in the Agreement and as disclosed in Section 9 of the Vendor Disclosure Letter, (i) the Company has not carried on any business other than owning and maintaining the Carlin Trend Properties, negotiating and entering into the Agreement and the transactions contemplated thereby and activities necessarily incidental thereto and, and (ii) there has not been any event, occurrence, development or state of circumstances or facts that was or would be reasonably expected to be, individually or in the aggregate, a Material Adverse Change to the Company.
C-2
10. | Working Capital and Liabilities |
The Company has not incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) which continue to be outstanding, except (i) as disclosed on Section 10 of the Vendor Disclosure Letter, or (ii) as incurred in the ordinary course of business.
11. | Litigation |
(a) There are no Claims, investigations or other proceedings, including appeals, in progress, or, to the knowledge of the Company, pending or threatened against or relating to the Company before any Governmental Authority and the Company has no knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success.
(b) There is no judgement, decree, injunction, rule or Order of any Governmental Authority or arbitrator against the Company.
12. | Properties and Mineral Rights |
(a) The Carlin Trend Properties constitute all of the Company's interests in real property (the "Company Properties"), patented claims and unpatented mining claims (the "Company Mineral Rights"). Prior to September 1, 2016, the Company paid to the Nevada State Office of the Bureau of Land Management the claim maintenance fees required to maintain the Company Mineral Rights for the 2016-2017 year. The Company has not conveyed, transferred, assigned or leased any interest in the Company Properties or Company Mineral Rights, to any third-parties. Other than the Company Properties and Company Mineral Rights, the Company does not own or have any interest in any material real property or any material mineral interests and rights.
(b) To the knowledge of the Vendor, there is no material adverse claim against or challenge to the ownership of the Company Properties or any Company Mineral Rights except for Permitted Encumbrances and except as disclosed in Section 12(b) of the Vendor Disclosure Letter.
(c) Neither the Vendor nor any of its affiliates has requested or created any Encumbrance on any of the Company Properties or any Company Mineral Rights, since June 18, 2015, except for Permitted Encumbrances and those royalties in existence prior to June 18, 2015 that have been registered or are in the process of being registered as set forth in Section 12(c) of the Vendor Disclosure Letter.
(d) Other than as disclosed in Section 12(d) of the Vendor Disclosure Letter, the Company has not received any notice, whether written or oral, from any Governmental Authority of any revocation or intention to revoke any interest of the Company in the Company Properties or the Company Mineral Rights.
C-3
(e) Other than as disclosed in Section 12(e) of the Vendor Disclosure Letter, to the knowledge of the Vendor, none of the Carlin Trend Properties are subject to a partnership, joint venture or other analogous arrangement.
(f) The Company has not carried out any material exploration activities on the Company Properties.
13. | Taxes |
(a) | The Company has duly and timely made or prepared all Tax Returns required to be made or prepared by it and has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Authority. All such Tax Returns filed were correct and complete in all material respects. | |
(b) | The Company has duly and timely paid all Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it whether or not assessed by the appropriate Governmental Authority. | |
(c) | The Company is classified as a disregarded entity for federal Tax purposes and will continue to be classified as a disregarded entity for such purposes through the Closing. Vendor is the sole member of, and sole beneficial owner of interests in, the Company. | |
(d) | Vendor is a classified as a U.S. domestic partnership for federal Tax purposes and will continue to be classified as a U.S. domestic partnership for such purposes through the Closing. | |
(e) | All Taxes required to be paid with respect to the Company Assets have been timely paid or caused to be paid through the date hereof. | |
(f) | The Company and the Vendor have filed or caused to be filed in a timely manner (within any applicable extension periods) all Tax Returns required to be filed by them with respect to the Company Assets with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed, and such Tax Returns were complete and correct in all material respects as of the time of filing. | |
(g) | There are no ongoing Tax audits or examinations and no waivers of statutes of limitations have been given or requested with respect to the Company or the Vendor with respect to any of the Company Assets. | |
(h) | To the knowledge of the Vendor, the Company Assets are not subject to any Tax liens, other than liens for Taxes not yet due and payable or being contested in good faith through appropriate proceedings and for which adequate reserves are maintained in the appropriate financial statements. |
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(i) | To the knowledge of the Vendor, no unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed in writing against the Company or any of the Company Assets by any Governmental Authority. | |
(j) | To the knowledge of the Vendor, no claim has been made in writing within the last three years by any Governmental Authority in a jurisdiction in which the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. | |
(k) | All Taxes required to be withheld or collected by the Company in connection with amounts paid or owing to any employee, independent contractor, creditor or stockholder have been withheld and collected and, to the extent required by law, timely paid to the appropriate Governmental Authority. |
14. | Environmental Matters |
Except as disclosed on Section 14 of the Vendor Disclosure Letter:
(a) | To the knowledge of the Vendor, the Company is in possession of, and in material compliance with, all Environmental Permits that are required to own or lease the Company Properties and Company Mineral Rights and to maintain the Company Properties as maintained as of the date hereof. | |
(b) | From and after June 18, 2015, no activities have been carried out by the Vendor or the Company that has resulted in the Release of reportable quantities of any Hazardous Substance on, from or under any of the Company Properties or Company Mineral Rights, occurring in violation of Environmental Laws. | |
(c) | Neither the Vendor nor the Company has (i) received any request for information, notice, demand letter, administrative inquiry, investigation, complaint or claim, in each case in writing or (ii) been subject to, or to the knowledge of the Vendor, threatened in writing with, any governmental enforcement action, any civil, criminal or administrative action, suit, summons, citation, complaint, claim, judgment, order, proceeding, hearing, study, inquiry or investigation, in either case with respect to environmental, health or safety matters relating to the Company Assets and which may require any material work, repairs, construction or expenditures. | |
(d) | To the knowledge of the Vendor, there are no changes in the status, terms or conditions of any Environmental Permits held by the Company or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, order and exemptions or any review by, or approval of, any Governmental Authority of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated herein. |
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(e) | To the knowledge of the Vendor, none of the Company Properties or Company Mineral Rights are listed on a List, nor has the Vendor or Company received any written notice that any of the Company Properties or Company Mineral Rights are being considered for inclusion on a List. | |
(f) | To the knowledge of the Vendor, the Vendor and the Company have provided Purchaser Parties with all material assessments, audits, reports and other documents in its possession, or to Vendor's knowledge, under its control, relating to material environmental conditions, including Hazardous Substance, at, on, under or emanating from or otherwise associated with the Company Assets. |
15. | Brokers |
There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Vendor or the Company who might be entitled to any fee or commission from the Company in connection with the transactions contemplated by the Agreement.
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SCHEDULE D
REPRESENTATIONS AND WARRANTIES OF THE RTO COUNTERPARTY
1. | Organization and Qualification |
The RTO Counterparty is a corporation duly incorporated and validly existing under the laws of British Columbia and has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted. The RTO Counterparty is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its assets are located or it conducts business.
2. | Due Authorization and Enforceability of Obligations |
The RTO Counterparty has all necessary corporate power, authority and capacity to enter into the Agreement and to carry out its obligations under the Agreement. The execution and delivery of the Agreement and the consummation of the transactions contemplated by the Agreement have been duly authorized by all necessary corporate action on the part of the RTO Counterparty. This Agreement constitutes, and each other agreement to be executed by the RTO Counterparty in connection with the Closing will constitute, a valid and binding obligation of the RTO Counterparty enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization or other Applicable Laws of general application relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity.
3. | Absence of Conflicts |
The RTO Counterparty is a not a party to, bound or affected by or subject to any:
(a) | Contract; | |
(b) | charter or by-law; or | |
(c) | Applicable Laws or Governmental Authorizations; |
that would be violated in any material respect, breached in any material respect by, or under which default would occur or an Encumbrance would, or with notice or the passage of time would, be created, or in respect of which the obligations of the RTO Counterparty will materially increase or the rights or entitlements of the RTO Counterparty will materially decrease or any obligation on the part of the RTO Counterparty to give notice to any Governmental Authority will arise, as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement (including the Investor Rights Agreement).
4. | Regulatory Approvals |
Except for all filings with and approvals of the Court required to complete the Plan of Arrangement, no approval, Order, consent of or filing with any Governmental Authority is required on the part of the RTO Counterparty in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the RTO Counterparty's obligations under this Agreement or any other documents and agreements to be delivered under this Agreement.
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5. | Capitalization |
The authorized share capital of the RTO Counterparty consists of an unlimited number of RTO Counterparty Shares. As of the date of this Agreement, 5,000,000 RTO Counterparty Shares were issued and outstanding. All outstanding RTO Counterparty Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Any RTO Counterparty Shares issued in accordance with the terms of the Agreement will be duly authorized and validly issued as fully paid and non-assessable and will not be subject to any pre-emptive rights. Other than as contemplated herein in connection with the Founders' Financing, Seed Financing and Financings, there are no options, warrants or other rights, shareholder rights plans, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by the RTO Counterparty of any shares of the RTO Counterparty or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of the RTO Counterparty.
6. | Subsidiaries |
The RTO Counterparty does not have any Subsidiaries.
7. | Books and Records |
(a) The Books and Records of the RTO Counterparty fairly and correctly set out and disclose in all material respects the financial position of the RTO Counterparty and all material financial transactions relating to each of their businesses has been accurately recorded in such Books and Records. The Books and Records of the RTO Counterparty stored on computer-related or other electronic media are appropriately organized and indexed.
(b) The notice of articles and articles for the RTO Counterparty, including any and all amendments, have been delivered or made available to the Vendor and such notice of articles and articles are in full force and effect and no amendments are being made to them.
(c) The corporate records and minute books for the RTO Counterparty have been made available to the Vendor. The minute books include complete and accurate minutes of all meetings of the directors or shareholders for the RTO Counterparty, as applicable, held to date or resolutions passed by the directors or shareholders on consent, since incorporation. The register of shareholders, register of transfers and register of directors for the RTO Counterparty are complete and accurate.
8. | Securities Law Matters |
On the Closing Date, the Issuer will have filed in a timely manner all documents and information required to be filed by it under Applicable Securities Laws with all applicable Governmental Authorities and the TSXV and all such documents and information will have been, as of their respective dates of such filings, in compliance in all material respects with all Applicable Securities Laws and at the time filed did not contain any misrepresentations. The Issuer will not have filed any confidential material change report with any Governmental Authority or the TSXV which remains confidential as of Closing Date.
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9. | Absence of Certain Changes or Events |
The RTO Counterparty was incorporated on November 23, 2016 for the purpose of entering into this Agreement, the Arrangement Agreement and completing the transactions contemplated hereby, including the Financings and the RTO (including the Plan of Arrangement). Since the date of its incorporation, the RTO Counterparty has not carried on any business or undertaking other than the negotiation and entry into of this Agreement and the Arrangement Agreement, negotiations in respect of the Financings and the RTO (including the Plan of Arrangement), and matters necessarily incidental thereto.
10. | Absence of Undisclosed Liabilities |
The RTO Counterparty has not incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise), which continue to be outstanding, other than liabilities or obligations incurred by professional advisors.
11. | Compliance with Laws |
The operations of the RTO Counterparty have been and are now conducted in compliance in all material respects with all Applicable Laws which have been and are now applicable to the business of the RTO Counterparty and the RTO Counterparty has not received any notice of any alleged violation of any such Applicable Laws.
12. | Litigation |
(a) There are no Claims, investigations or other proceedings, including appeals, in progress, or, to the knowledge of the RTO Counterparty, pending or threatened against or relating to the Purchaser before any Governmental Authority and the RTO Counterparty has no knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success.
(b) There is no judgement, decree, injunction, rule or Order of any Governmental Authority or arbitrator against the RTO Counterparty.
13. | Material Contracts |
As of the date hereof, the RTO Counterparty has no material Contracts other than this Agreement and the Arrangement Agreement.
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14. | Taxes |
(a) The RTO Counterparty has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Authority and has duly, completely and correctly reported all income and all other amounts and information required to be reported thereon.
(b) The RTO Counterparty has duly and timely paid all Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it whether or not assessed by the appropriate Governmental Authority.
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SCHEDULE E
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
1. | Organization and Qualification |
The Purchaser is a corporation validly existing under the laws of the Province of British Columbia, and shall following the Plan of Arrangement and immediately before the closing of the RTO be a corporation existing under the laws of the State of Nevada, and has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted. The Purchaser is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its assets are located or it conducts business.
2. | Articles of Incorporation and By-Laws |
The Purchaser shall, following the Plan of Arrangement and immediately before the closing of the RTO, adopt the articles of incorporation and by-laws in substantially the forms as currently contemplated by the Arrangement Agreement, with such changes, amendments or additions that may be necessary to consummate the transactions contemplated in the Agreement or required by Applicable Laws, and as consented to by the Vendor, such consent not to be unreasonably withheld or delayed.
3. | Residence |
The Issuer shall following the Plan of Arrangement and immediately before the closing of the RTO be, a domestic corporation within the meaning of Section 7701(a)(3)(C) of the Code.
4. | Due Authorization and Enforceability of Obligations |
The Purchaser has all necessary corporate power, authority and capacity to enter into the Agreement and to carry out its obligations under the Agreement. The execution and delivery of the Agreement and the consummation of the transactions contemplated by the Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser, other than the shareholder approval at the Meeting. This Agreement constitutes, and each other agreement to be executed by the Purchaser in connection with the Closing will constitute, a valid and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization or other Applicable Laws of general application relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity. The Payment Shares will have been duly authorized for issuance and sale by the Resulting Issuer pursuant to this Agreement.
5. | Absence of Conflicts |
The Purchaser is a not a party to, bound or affected by or subject to any:
(a) | Contract; | |
(b) | charter or by-law; or |
(c) | Applicable Laws or Governmental Authorizations; |
that would be violated in any material respect, breached in any material respect by, or under which default would occur or an Encumbrance would, or with notice or the passage of time would, be created, or in respect of which the obligations of the Purchaser will materially increase or the rights or entitlements of the Purchaser will materially decrease or any obligation on the part of the Purchaser to give notice to any Governmental Authority will arise, as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement (including the Investor Rights Agreement).
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6. | Regulatory Approvals |
Except for the approval of the TSXV for the RTO and all filings with and approvals of the court and other Governmental Authorities required to complete the transactions comprising the RTO(including the Plan of Arrangement)and the Plan of Arrangement, no approval, Order, consent of or filing with any Governmental Authority is required on the part of the Purchaser in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the Purchaser's obligations under this Agreement or any other documents and agreements to be delivered under this Agreement.
7. | Capitalization |
(a) The authorized share capital of the Purchaser consists of an unlimited number of Purchaser Shares. As of the date of this Agreement, 22,155,978 Purchaser Shares were issued and outstanding. All outstanding Purchaser Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights. Any Purchaser Shares issued in accordance with the terms of the Agreement will be duly authorized and validly issued as fully paid and non-assessable and will not be subject to any pre-emptive rights. There are no options, warrants or other rights, shareholder rights plans, agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by the Purchaser of any shares of the Purchaser or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of the Purchaser. The Purchaser Shares are not listed or quoted on any market.
(b) There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares.
(c) No order ceasing or suspending trading in securities of the Purchaser or prohibiting the sale of such securities has been issued and is outstanding against the Purchaser or its directors, officers or promoters and, to the knowledge of the Purchaser, no proceedings for that purpose have been instituted or are pending, contemplated or threatened under any Applicable Securities Laws or by any other Governmental Authority.
(d) All Purchaser Shares have been issued in compliance with all Applicable Securities Laws.
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(e) Upon the Closing, the Vendor will be issued 37% (or such greater percentage as results from the operations of Section 2.3(b) of the Agreement, if applicable) of the Common Shares on a fully-diluted basis (excluding the Preferred Shares) immediately following the completion of the RTO (including, for certainty, the Seed Financing, the Financings, the Founders' Financing, any other share issuance completed prior to or concurrently with the RTO and the issuance of securities to the Founders, and the shareholders of the RTO Counterparty, and any of their respective related entities and affiliates).
8. | Subsidiaries |
Except for the RTO Counterparty (after closing of the RTO), the Purchaser does not have any Subsidiaries.
9. | Shareholder and Similar Agreements |
The Purchaser is not a party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of the Purchaser.
10. | Reports |
The Purchaser has filed with all applicable Governmental Authorities true and complete copies of the Purchaser Public Documents that the Purchaser is required to file therewith. The Purchaser Public Documents at the time filed: (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (b) complied in all material respects with the requirements of Applicable Securities Laws. The Purchaser has not filed any confidential material change report with any Governmental Authority which at the date hereof remains confidential.
11. | Books and Records |
(a) The Books and Records of the Purchaser fairly and correctly set out and disclose in all material respects the financial position of the Purchaser and all material financial transactions relating to each of their businesses has been accurately recorded in such Books and Records. The Books and Records of the Purchaser stored on computer-related or other electronic media are appropriately organized and indexed.
(b) The notice of articles and articles for the Purchaser, including any and all amendments, have been delivered or made available to the Vendor and such notice of articles and articles as so amended are in full force and effect and no amendments are being made to them, except as contemplated by the Agreement and the RTO.
(c) The corporate records and minute books for the Purchaser have been made available to the Vendor. The minute books include complete and accurate minutes of all meetings of the directors or shareholders for the Purchaser, as applicable, held to date or resolutions passed by the directors or shareholders on consent, since the continuation of the Purchaser to British Columbia on June 14, 2006. The central securities register and register of directors for the Purchaser are complete and accurate. The central securities register of the Purchaser is maintained by Computershare Investor Services Inc.
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12. | Securities Law Matters |
(a) The Purchaser is a reporting issuer in the Provinces of Alberta and British Columbia and in the Yukon Territory, is in material compliance with all Applicable Securities Laws therein and is not on the list of reporting issuers in default under Applicable Securities Laws of such provinces and territory. On the Closing Date, the Issuer will be a reporting issuer (where such concept exists) in the Provinces of Alberta and British Columbia and the Yukon Territory, will be in material compliance with all Applicable Securities Laws therein and will not be on the list of reporting issuers in default under the Applicable Securities Laws of such provinces or territory, as applicable.
(b) On the Closing Date, the Common Shares will be conditionally approved by the TSXV for listing on the TSXV and the Issuer will be in material compliance with the rules of the TSXV.
(c) On the Closing Date, the Issuer will not be subject to any delisting, suspension of trading in or cease trading or other order that may operate to prevent or restrict trading in the Common Shares, and no proceedings will have been initiated or be pending or threatened by any Governmental Authority in relation thereto.
(d) On the Closing Date, the Issuer will have filed in a timely manner all documents and information required to be filed by it under Applicable Securities Laws with all applicable Governmental Authorities and the TSXV and all such documents and information will have been, as of their respective dates of such filings, in compliance in all material respects with all applicable Canadian Securities Laws and at the time filed did not contain any misrepresentations. The Issuer will not have filed any confidential material change report with any Governmental Authority or the TSXV which remains confidential as of the Closing Date.
13. | Absence of Certain Changes or Events |
Since December 31, 2015:
(a) the Purchaser has conducted its business only in the ordinary course of business and consistent with past practice;
(b) the Purchaser has not incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is reasonably likely to give rise to a Material Adverse Change;
(c) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Material Adverse Change;
(d) there has not been any change in the accounting practices used by the Purchaser, except as disclosed in the Purchaser Public Documents;
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(e) except as disclosed in the Purchaser Public Documents, there has not been any increase in the salary, bonus or other remuneration payable to any officer, director, employee or consultant of the Purchaser;
(f) there has not been any redemption, repurchase or other acquisition of securities of the Purchaser by the Purchaser or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to shares in the capital of the Purchaser;
(g) the Purchaser has not entered into any material Contract other than this Agreement and the Arrangement Agreement;
(h) the Purchaser has not hired any Employees; and
(i) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in the Purchaser's audited financial statements.
14. | Financial Statements |
(a) The audited financial statements for the Purchaser as at and for each of the fiscal years ended on December 31, 2015 and 2014 including the notes thereto and the report by the Purchaser's auditors thereon and the condensed interim financial statements for the Purchaser as at and for the nine months ended September 30, 2016 and 2015 including the notes thereto have been, and all financial statements of the Purchaser which are publicly disseminated by the Purchaser in respect of any subsequent periods prior to the Closing of the RTO will be, prepared in accordance with GAAP applied on a basis consistent with prior periods and all Applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), financial position and results of operations of the Purchaser as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby. There are no outstanding loans made by the Purchaser to any executive officer of the Purchaser. There has been no material change in the Purchaser's accounting policies.
(b) Since December 31, 2015, neither the Purchaser, nor, to the Purchaser's knowledge, any director, officer, employee, consultant, auditor, accountant or representative of the Purchaser has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Purchaser or its internal accounting controls, including any complaint allegation, assertion or claims that the Purchaser has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the board of directors of the Purchaser.
15. | Absence of Undisclosed Liabilities |
The Purchaser does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for: (a) liabilities and obligations that are specifically presented on the balance sheet of the Purchaser as of September 30, 2016 or disclosed in the notes thereto; and (b) liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2016, including costs incurred in connection with the transactions contemplated by this Agreement and the Arrangement Agreement, and that are not in the aggregate in excess of $100,000 as at the date of this Agreement.
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16. | Compliance with Laws |
The operations of the Purchaser have been and are now conducted in compliance in all material respects with all Applicable Laws which have been and are now applicable to the business of the Purchaser and the Purchaser has not received any notice of any alleged violation of any such Applicable Laws.
17. | Litigation |
(a) There are no Claims, investigations or other proceedings, including appeals, in progress, or, to the knowledge of the Purchaser, pending or threatened against or relating to the Purchaser before any Governmental Authority and the Purchaser has no knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success.
(b) There is no judgement, decree, injunction, rule or Order of any Governmental Authority or arbitrator against the Purchaser.
18. | Material Contracts |
As of the date of this Agreement, the Purchaser has no material Contracts other than this Agreement, the Arrangement Agreement and the Management Agreement (which will be terminated on or prior to the Closing Date, subject to the payment of the fees provided for therein).
19. | Taxes |
(a) The Purchaser has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Authority and has duly, completely and correctly reported all income and all other amounts and information required to be reported thereon.
(b) The Purchaser has duly and timely paid all Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it whether or not assessed by the appropriate Governmental Authority.
(c) There are no proceedings, investigations, audits or claims now pending or threatened against the Purchaser in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Authority relating to Taxes.
(d) The Purchaser has made available to the Vendor copies of all Tax Returns for the years December 31, 2015 and 2016and all written communication to or from any Governmental Authority relating to the Taxes of the Purchaser.
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20. | Non-Arm's Length Transactions |
Except as disclosed in the Purchaser Public Documents, there are no current material Contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by the Purchaser) between the Purchaser, on the one hand, and any (a) officer, director, employee (or former officer, director or employee) or any other person not dealing at arm's length with the Purchaser, (b) any holder of record or Person who, to the knowledge of the Purchaser, is the beneficial owner of five percent or more of the voting securities of the Purchaser, or (c) any affiliate or associate of any officer, employee, director or beneficial owner, on the other hand.
21. | No Insolvency |
The Purchaser is not insolvent nor has it committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.
22. | Business |
The Purchaser has not in the past engaged, nor currently engages, in any other business other than identifying and evaluating opportunities to acquire an interest in assets or a business and does not have, and has not had, any active business operations. Other than this Agreement and the Arrangement Agreement, the Purchaser has not entered into any Contract for the acquisition of an asset or business.
23. | No Guarantee |
Except for any indemnification provided to directors and officers of the Purchaser, the Purchaser has not given or agreed to give, nor is it a party to or bound by or subject to, any Contract or commitment providing for the guarantee, indemnification, assumption or endorsement or any like commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any Person.
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SCHEDULE F
PREFERRED SHARE TERMS
[See attached.]
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SCHEDULE F
Preferred Share Terms
The Corporation shall be entitled to issue• Class A Preferred Shares with a par value of US$• per share (the "Preferred Shares"). The rights, privileges, restrictions and conditions attaching to the Preferred Shares are as follows:
1. | Defined Terms: The following terms shall have the following meanings with respect to the Preferred Shares: |
(a) | "363 Order" means the Order of the United States Bankruptcy Court for the District of Delaware, Case No. 15-10503-MFW, in respect of Allied Nevada Gold Corp., et al. dated June 18, 2015 approving the sale of certain assets, as more particularly set forth therein, and including the asset purchase agreement dated as of April 27, 2015 attached thereto and all schedules, appendixes, exhibits and attachments thereto; | |
(b) | "Act" means the Nevada Revised Statutes applicable to Nevada corporations, Title 7, Chapter 78; | |
(c) | "affiliate" of any Person means , at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly; | |
(d) | "Affiliate Transaction" has the meaning set forth in Section 10(j); | |
(e) | "associate" means, in respect of a relationship with a Person: |
i. | a body corporate of which that Person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities; | |
ii. | a partner of that Person acting on behalf of the partnership of which they are partners; | |
iii. | trust or estate or succession in which that Person has a substantial beneficial interest or in respect of which that Person serves as a trustee or liquidator of the succession or in a similar capacity; | |
iv. | a spouse of that Person or an individual who is cohabiting with that Person in a conjugal relationship, having so cohabited for a period of at least one year; |
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v. | a child of that Person or of the spouse or individual referred to in paragraph iv; | |
vi. | a relative of that person or of the spouse or individual referred to in paragraph iv, if that relative has the same residence as that person; and | |
vii. | any other Person with which such Person is not dealing with at arm's length or on arm's length terms; |
(f) | "applicable laws" means applicable laws (including common law), including international, national, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, or other requirements of any Regulatory Authority having the force of law; | |
(g) | "Business Day" means any day, other than a Saturday or Sunday, on which chartered banks in Toronto, Ontario and Reno, Nevada are open for commercial banking business during normal banking hours; | |
(h) | "Capital Lease Obligations" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be classified and accounted for as a financing lease or capitalized lease obligations on a balance sheet in accordance with GAAP, but excludes any lease obligations in respect of office premises or similar facilities; | |
(i) | "Carlin Trend Properties" means the Cobb Creek, Dixie Flats, Dry Hills, Golden Cloud, Hot Creek, North Dark Star, Pony Creek, Rock Creek, Rock Horse, Santa Renia, Sno, Woodruff and Wilson Peak properties owned by Clover Nevada II LLC; | |
(j) | "Change of Control Redemption Amount" means: (i) if the Change of Control Transaction occurs on or prior to the second anniversary of the issuance of the Preferred Shares, an amount per Preferred Share equal to the sum of 120% of the Face Value together with any unpaid Cumulative Dividends; (ii) if the Change of Control Transaction occurs after the second anniversary of the issuance of the Preferred Shares but on or prior to the fourth anniversary of the issuance of the Preferred Shares, an amount per Preferred Share equal to the sum of 115% of the Face Value together with any unpaid Cumulative Dividends; or (iii) if the Change of Control Transaction occurs after the fourth anniversary of the issuance of the Preferred Shares, an amount per Preferred Share equal to the sum of the Face Value together with any unpaid Cumulative Dividends, provided, in each case, that the Change of Control Redemption Amount shall not be payable in the event of a Change of Control Transaction that is completed with the Investor or an affiliate of the Investor; | |
(k) | "Change of Control Transaction" means a merger, amalgamation, reorganization, business combination, tender offer, exchange offer, take-over bid, statutory arrangement or analogous transaction involving the Corporation or its securities resulting in a change of control of the Corporation or a sale, transfer, lease, exchange or other disposition of all or substantially all of its assets; |
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(l) | "Closing" has the meaning given to that term in the Securities Exchange Agreement; | |
(m) | "Commodity Hedging Contracts" means any transaction, arrangement or agreement entered into between a Person and a counterparty on a case by case basis, including any futures contract, a commodity option, swap, forward sale or otherwise, the purpose of which is to mitigate, manage or eliminate its exposure to fluctuations in commodity prices, transportation or basis costs or differentials or other similar financial factors, including contracts settled by physical delivery of the commodity not settled within 60 days of the date of any such contract; | |
(n) | "Common Shares" means the common shares in the capital stock of the Corporation; | |
(o) | "control" means, in respect of: |
i. | a corporation, the ability of a Person or group of Persons acting in concert to influence the manner in which the business of such corporation is carried on, whether as a result of ownership of sufficient voting shares of such corporation to entitle that Person or group of Persons to elect a majority of the directors of such corporation or by contract or otherwise; or | |
ii. | a partnership, trust, syndicate or other entity, actual power or authority to manage and direct the affairs of, or ownership of more than fifty percent (50%) of the transferable beneficial interests in, such entity, | |
and the term "controlled" has a corresponding meaning; |
(p) | "Conversion Cap" means, with respect to any conversion of Preferred Shares held by the Investor, such number of Preferred Shares such that, immediately following the conversion thereof, the aggregate number of Common Shares beneficially owned by the Investor and its affiliates shall not exceed 49% of the aggregate number of Common Shares issued and outstanding immediately following such conversion; | |
(q) | "Conversion Date" has the meaning set forth in Section 5(a); | |
(r) | "Conversion Notice" has the meaning set forth in Section 5(a); | |
(s) | "Conversion Price" means, initially CDN$•1per Preferred Share, subject to adjustment from time to time as set forth in Section 9 and converted into U.S. dollars from time to time at the Bank of Canada daily noon rate (or if such daily noon rate is no longer published by the Bank of Canada or such other rate as is published by the Bank of Canada) as of the Business Day immediately preceding the date of any conversion of Preferred Shares; |
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1 NTD: To be 135% of the price of the Common Shares issued on the most recently completed arms-length Financing with institutional investors not affiliated with the Founders or their associates or affiliates.
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(t) | "Conversion Right" has the meaning set forth in Section 5(a); | |
(u) | "Cumulative Dividends" has the meaning set forth in Section 2; | |
(v) | "Currency Agreement" means any financial arrangement entered into between a Person and a counterparty on a case by case basis in connection with a foreign exchange futures contract, currency swap agreement, currency option or currency exchange or other similar currency related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in exchange rates or currency values; | |
(w) | "Current Market Price" of the Common Shares at any date means the weighted average of the trading price per Common Shares for such Common Shares for each day there was a closing price for the 20 consecutive Trading Days ending on the day immediately before such date on the Exchange or if on such date the Common Shares are not listed on any Exchange, then current market price shall be as determined by the directors, provided that if: (i) the directors cannot agree on such price, the Corporation shall send the holders of Preferred Shares notice thereof, or (ii) if a holder of Preferred Shares objects to such determination and provides written notice to the Corporation of such objection within five Business Days of receipt from the Corporation of such determination, and, if the Corporation and the such holder are unable to agree on such price within five Business Days of receipt, as the case may be, by such holder of the notice in (i) above or by the Corporation of the objection notice in (ii) above, such price shall be determined by an independent third party valuator mutually agreeable to such holder and the Corporation within 30 days of its appointment, or if an independent third party valuator cannot be agreed upon within such five Business Day period, as valuators appointed by each of the Corporation and such holder may agree, the determination thereof to be final and binding upon, and the expenses of which shall be borne equally by, such holder and the Corporation; | |
(x) | "Divesting Notice" has the meaning set forth in Section 10(m); | |
(y) | "Divesting Notice Response Period" has the meaning set forth in Section 10(m); | |
(z) | "Environmental Laws" means all applicable laws, imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (i) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (ii) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances; |
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(aa) | "Environmental Permits" means all Permits or program participation requirements with or from any Governmental Authority under any Environmental Laws; | |
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(bb) | "Exchange" means the primary stock exchange or quotation service, if any, as the Common Shares may be listed or quoted on, as applicable, from time to time; | |
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(cc) | "Exempt Issuance" means the issuance by the Corporation of Common Shares or Subject Securities: (a) in connection with or pursuant to any merger, amalgamation, business combination, tender offer, exchange offer, take-over bid, arrangement, asset purchase or other acquisition of assets or shares of a third party; (b) upon the exercise, redemption, conversion or exchange of any Subject Securities for Common Shares; (c) pursuant to employee, advisor, director or advisory board security-based compensation arrangements, including stock option plans; (d) as a result of the consolidation or subdivision of any securities of the Corporation or its subsidiaries; (e) as special distributions, stock dividends or payments in kind or similar dividends or distributions; and (f) to the Investor or any of its affiliates; | |
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(dd) | "Face Value" means an amount equal to US$•2per Preferred Share; | |
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(ee) | "Financial Statements" has the meaning set forth in Section 10(b); | |
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(ff) | "Financings" means financings of the Corporation, Carlin Opportunities Inc. or a subsidiary of either of the foregoing by way of one or more private placements of subscription receipts or equity for net proceeds of at least CDN$20 million completed in connection with the Securities Exchange Agreement; | |
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(gg) | "Founders" means, collectively, Matthew Lennox-King, Andrew Farncomb, John Dorward, Mark Wellings and George Salamis; | |
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(hh) | "GAAP" means generally accepted accounting principles as adopted by the Financial Accounting Standards Board in the United States; | |
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(ii) | "Governmental Authority" means any (i) multinational, federal, provincial, state, regional, municipal, local, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, council, agency board or bureau, domestic or foreign, (ii) any quasi-governmental body exercising any regulatory, administrative, expropriation or Tax Authority under or for the account of any of the foregoing, (iii) any judiciary or quasi-judiciary tribunal, court, mediator or body, (iv) any stock exchange, or (v) any self-regulatory organization; | |
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(jj) | "Hazardous Substance" means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law; |
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2 NTD: To be an amount equal to CDN$15 million divided by the number of Preferred Shares to be issued to the Investor converted from Canadian dollars to U.S. dollars at the Bank of Canada daily noon rate on the business day immediately preceding the date of issuance of the Preferred Shares.
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(kk) | "Hedging Obligations" means, with respect to any specified Person, all obligations of such Person under all Currency Agreements, all Interest Rate Agreements and all Commodity Hedging Contracts, with the amount of such obligations being equal to the net amount payable if such obligations were terminated at that time due to default by such Person (after giving effect to any contractually permitted set-off); | |
(ll) | "Incentive Plans" has the meaning set forth in Section 10(l); | |
(mm) | "Indebtedness" means, with respect to any Person, whether or not contingent: |
i. | all indebtedness of such Person in respect of borrowed money or advances; | |
ii. | all obligations of such Person evidenced by bonds, notes, debentures or similar instruments or letters of credit, letters of guarantee or tender cheques (or reimbursement agreements in respect thereof); | |
iii. | all obligations of such Person in respect of banker's acceptances; | |
iv. | all Capital Lease Obligations of such Person; | |
v. | all obligations of such Person representing the balance deferred and unpaid of the purchase price of any Property that would be included on a balance sheet as a liability in accordance with GAAP, except any balance that constitutes an accrued expense or trade payable; | |
vi. | all net obligations of such Person under Hedging Obligations; | |
vii. | all conditional sale obligations of such Person and all obligations of such Person under title retention agreements, but excluding a title retention agreement to the extent it constitutes an operating lease under GAAP; | |
viii. | all obligations of such Person under an agreement or arrangement that in substance provides financing pursuant to the factoring of accounts receivable; | |
ix. | all indebtedness secured by any Lien on Property owned or acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not the obligations secured thereby have been assumed; |
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x. | obligations and amounts owing, whether or not a demand for payment or repayment has been made thereunder, under streaming arrangements or similar transactions or agreements (whether or not classified as indebtedness of the Corporation under GAAP); and | |
xi. | all contingent obligations of such Person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (i) to (xi) above; |
(nn) | "Interest Rate Agreement" means any financial arrangement entered into between a Person and a counterparty on a case by case basis in connection with interest rate swap transactions, interest rate options, cap transactions, floor transactions, collar transactions and other similar interest rate related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in interest rates; | |
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(oo) | "Investor" means Waterton Precious Metals Fund II Cayman, LP; | |
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(pp) | "Lien" means any pledge, lien (statutory or otherwise), charge, security interest, sublicense (in respect of real property), sublease (in respect of real property), title retention agreement, option, privilege, right of first refusal or first offer, royalty, interest in the production or profits from any asset, back-in rights, earn-in rights, mortgage, hypothec, or other similar interest or instrument charging, or creating a security interest in, or against title, easement, servitude or right-of-way (registered or unregistered) which affects the assets of a Person and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing; | |
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(qq) | "Liquidation Event" means any of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its stockholders for the purpose of winding up its affairs or any steps taken by the Corporation in furtherance of any of the foregoing; | |
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(rr) | "Liquidation Value" means an amount in cash per Preferred Share equal to the sum of 120% of the Face Value together with any unpaid Cumulative Dividends, whether or not declared, which shall have accrued thereon and which, for such purpose, shall be treated as accruing up to the date of the Liquidation Event; | |
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(ss) | "Maturity Date" means the date which is five years from the issuance date of the Preferred Shares; | |
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(tt) | "Mineral Rights" means each of the Carlin Trend Properties and any other interest of the Corporation or its subsidiaries in real property, patented claims, unpatented mining claims or mineral exploration rights; |
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(uu) | "Permit" means any license, permit, certificate, consent, order, grant, approval, agreement, classification, restriction, registration or other authorization of, from or required by any Governmental Authority; | |
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(vv) | "Permitted Businesses" means directly or indirectly holding mineral rights, mineral exploration or development properties and related and necessarily incidental assets, engaging in the exploration and development of mineral exploration or development properties, and all activities necessarily incidental thereto; | |
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(ww) | "Permitted Indebtedness" means: |
i. | unsecured trade payables and accrued liabilities incurred in the ordinary course of business and payable in accordance with customary practice, subject to a maximum amount of US$2,000,000 calculated on a 360 day rolling basis; | |
ii. | Indebtedness, but only to the extent that such Indebtedness is not secured by a Lien or other security interest of any kind whatsoever on or over any of the Property of the Corporation other than Permitted Liens, in the aggregate not exceeding US$2,000,000; | |
iii. | Indebtedness in respect of Purchase Money Security Interests and Capital Lease Obligations, in the aggregate not exceeding US$500,000; | |
iv. | unsecured intercompany Indebtedness; | |
v. | accrued dividends on the Preferred Shares; and | |
vi. | environmental rehabilitation obligations, including letters of credit secured by third parties to satisfy bonding requirements of any Governmental Authority related to the Carlin Trend Properties, in the aggregate not exceeding US$2,000,000; |
(xx) | "Permitted Lien" means: |
i. | Liens for Taxes, assessments and governmental charges that are due but are being contested in good faith and diligently by appropriate proceedings and in respect of which adequate provision for the related monetary obligation has been made in the Financial Statements; | |
ii. | in respect of real property, servitudes, easements, restrictions, rights-of- way and other similar rights or any interest therein, provided the same are not of such nature as to materially adversely affect the use or value of the real property subject thereto; |
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iii. | in respect of real property, the reservations in any original grants from the applicable Governmental Authority of any real property or interest therein which do not materially affect the use or value of the real property subject thereto; | |
iv. | inchoate liens claimed or held by any Governmental Authority or a public utility in respect of the payment of Taxes or utilities not yet due and payable; | |
v. | Liens for any judgment rendered, or claim filed, against the Corporation or any of its subsidiaries which is being contested in good faith by appropriate proceedings, provided that the amounts any single judgment or claim does not exceed US$500,000 and the amounts of all Liens permitted under this paragraph v do not exceed US$1,000,000 in the aggregate; | |
vi. | Liens on the Property of a Person existing at the time such Person is acquired by or amalgamated or merged with or into or consolidated with the Corporation or any of its subsidiaries, provided that such Liens were in existence prior to, and were not created in contemplation of, such amalgamation, merger or consolidation and do not extend to any Property other than those of the Person acquired by or amalgamated or merged with or into or consolidated with the Corporation or any of its subsidiaries; | |
vii. | Liens incurred or deposits made to secure the performance of or otherwise in connection with statutory obligations, environmental reclamation obligations, government contracts, utility contracts, surety or appeal bonds, performance or return-of-money bonds or other obligations of like nature incurred in the ordinary course of the Corporation's business; | |
viii. | Liens imposed by Applicable Law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers', warehousemen's, mechanics' landlords', materialmen's, employees', labourers', employers', suppliers', banks', builders', repairmen's and other like Liens; | |
ix. | Purchase Money Security Interests and Capital Lease Obligations, provided that such Liens extend only to the property financed thereby and secure Permitted Indebtedness pursuant to paragraph iii of such definition; | |
x. | operating leases for a term of more than one year; | |
xi. | all Liens agreed by the Investor from time to time; | |
xii. | "Permitted Liens" as defined in the 363 Order (except item (d) in the definition of Permitted Liens, which shall not be a Permitted Lien hereunder); and |
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xiii. | all Liens set forth in the title report on the Pony Creek property; |
(yy) | "Person" means any individual, sole proprietorship, partnership, firm, entity, joint venture, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative; | |
(zz) | "Property" means, with respect to a Person, any interest of such Person of any kind of property or asset, whether real, personal, or mixed, or tangible or intangible, including securities of or other interests in any other Person; | |
(aaa) | "Purchase Money Security Interest" means a Lien created or assumed by the Corporation and/or a Subsidiary securing Indebtedness incurred to finance the unpaid acquisition price of personal Property by the Corporation and/or a Subsidiary (but, for certainty, excluding equity interests or in connection with an acquisition of any other Person or its Property) provided that in each case: (a) such Lien is created prior to, or concurrently with, the acquisition of such personal Property; (b) such Lien does not at any time encumber any Property other than the Property financed or refinanced (to the extent the principal amount is not increased) by such Indebtedness and proceeds thereof; (c) the amount of Indebtedness secured thereby is not increased subsequent to such acquisition; and (d) the principal amount of Indebtedness secured by any such Lien at no time exceeds 100% of the original acquisition price of such personal Property at the time it was acquired; | |
(bbb) | "Purchase Notice" has the meaning set forth in Section 11(b)iii; | |
(ccc) | "Redemption Amount" means an amount in cash per Preferred Share equal to the Face Value together with all accrued and unpaid Cumulative Dividends thereon to the applicable Redemption Date; | |
(ddd) | "Redemption Date" has the meaning set forth in Section 6(b); | |
(eee) | "Redemption Notice" has the meaning set forth in Section 6(b); | |
(fff) | "Regulatory Authority" means: |
i. | any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi- government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing; |
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ii. | any self-regulatory organization or stock exchange, including the TSX Venture Exchange; | |
iii. | any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and | |
iv. | any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing; |
(ggg) | "RTO" has the meaning ascribed to such term in the Securities Exchange Agreement; | |
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(hhh) | "ROFR Notice" has the meaning set forth in Section 11(a); | |
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(iii) | "Securities Exchange Agreement" means the securities exchange agreement dated December 8, 2016 among Waterton Nevada Splitter, LLC, Clover Nevada II LLC, Carlin Opportunities Inc. and Winwell Ventures Inc.; | |
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(jjj) | "Subject Securities" means securities that are directly or indirectly convertible into or exchangeable, redeemable or exercisable for Common Shares; | |
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(kkk) | "Subsequent Offering" means the issuance of Common Shares or Subject Securities by the Corporation other than pursuant to an Exempt Issuance; | |
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(lll) | "subsidiary" means, with respect to a Person, at the time such determination is being made, any other Person controlled by such first Person, in each case, whether directly or indirectly; | |
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(mmm) | "Tax Authority" means the United States Internal Revenue Service, Canada Revenue Agency, and any other national, state, local, provincial, territorial or other Governmental Authority responsible for the administration, implementation, assessment, determination, enforcement, compliance, collection or other imposition of any Taxes; | |
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(nnn) | "Tax Returns" means any and all returns, reports, information, rebates or credits, elections, designations, schedules, filings or other documents (including any related or supporting information) relating to Taxes filed or required to be filed by any Tax Authority or pursuant to any applicable law relating to Taxes or in fact filed with any Tax Authority; | |
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(ooo) | "Taxes" includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind imposed by any Tax Authority, including all interest, penalties, fines or additions to tax imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, local, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes and all employment insurance, health insurance and Canada pension plan premiums or contributions; |
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(ppp) | "Third Party Offer" has the meaning set out in Section 11(a); | |
(qqq) | "Trading Day" means a day on which the Exchange is open for the transaction of business; |
2. | Cumulative Dividends: The holders of the Preferred Shares, in priority to the rights of holders of shares of other classes of stock of the Corporation, shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends, preferential cumulative cash dividends (collectively, "Cumulative Dividends") at a fixed rate per annum equal to 7.5%, on a simple and not compounded basis. Such dividends shall be payable no later than the Maturity Date or such earlier date on which the Face Value of the Preferred Shares becomes due and payable, and the Cumulative Dividends shall accrue and be cumulative from the date of issue of the Preferred Shares. The holders of the Preferred Shares shall be entitled to participatepari passuwith the Common Shares in any dividends other than or in excess of the Cumulative Dividends herein provided. |
3. | Dividends Preferential: Except with the consent in writing of the holders of all of the Preferred Shares then outstanding, no dividend shall at any time be declared and paid on or set apart for payment on any other class of stock of the Corporation in any financial year unless and until the accrued Cumulative Dividends on all of the Preferred Shares outstanding have been declared and paid or set apart for payment. |
4. | No Voting Rights: Except as expressly provided for in the Act, the holders of the Preferred Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation and shall not be entitled to vote at any such meeting. |
5. | Conversion Right: |
(a) | The holders of the Preferred Shares shall have the right from time to time on or prior to the Maturity Date, to convert all or any part of the Preferred Shares (provided, for certainty, that the number of Preferred Shares shall be a whole number of Preferred Shares and not a fraction of a Preferred Share) into Common Shares (the "Conversion Right") by providing the Corporation with not less than five Business Days prior written notice (a "Conversion Notice") of the exercise of Conversion Rights, which Conversion Notice shall set forth the number of Preferred Shares to be converted into Common Shares pursuant thereto and the date on which such Preferred Shares are to be converted (the "Conversion Date"). The number of Common Shares to be issued pursuant to the Conversion Right shall be equal to the sum of the Face Value of the Preferred Shares set forth in the Conversion Notice together with the accrued and unpaid Cumulative Dividends thereon to the Conversion Date divided by the Conversion Price in effect as of the close of business on the Business Day immediately preceding the Conversion Date. Notwithstanding the foregoing, the Investor may only exercise the Conversion Right with respect to such number of Preferred Shares from time to time as would not exceed the Conversion Cap. |
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(b) | A holder of Preferred Shares exercising its Conversion Right shall surrender the certificate or certificates representing such Preferred Shares to the Corporation's transfer agent (or at the registered office of the Corporation if it serves as its own transfer agent) concurrently with delivery of the Conversion Notice. On the Conversion Date, the Corporation shall issue to such holder, at the expense of the Corporation: (i) a certificate representing the number of Common Shares issuable pursuant to Section 5(a) (for certainty, after giving effect to the Conversion Cap, if applicable); and (ii) if applicable, a new certificate for the balance of the Preferred Shares. |
6. | Redemption Rights: |
(a) | On the Maturity Date, subject to the Act, the Corporation shall be required to redeem the Preferred Shares for an amount equal to the Redemption Amount. | |
(b) | Subject to the Act, at any time and from time to time prior to the Maturity Date, the Corporation shall be entitled to redeem all or any part of the Preferred Shares (provided, for certainty, that the number of Preferred Shares shall be a whole number of Preferred Shares and not a fraction of a Preferred Share) for the Redemption Amount by providing the holders of the Preferred Shares not less than 15 Business Days prior written notice (a "Redemption Notice") of the Corporation's intention to redeem the Preferred Shares, which Redemption Notice shall set forth the number of Preferred Shares to be so redeemed and the proposed redemption date (the "Redemption Date") which date shall be not less than 15 Business Days following the date on which the holders of Preferred Shares receive the Redemption Notice. Upon receiving the Redemption Notice, a holder of Preferred Shares will have 10 Business Days to deliver a Conversion Notice to exercise its Conversion Right with respect to all or any portion (subject, in the case of the Investor, to the Conversion Cap) of the Preferred Shares subject to such Redemption Notice, in which case such Preferred Shares shall not be redeemed but shall be converted into Common Shares in accordance with the Conversion Right. If a holder of Preferred Shares does not deliver a Conversion Notice within the aforesaid 10 Business Day period, then such holder shall be deemed not to have its exercised its Conversion Rights with respect to such Preferred Shares and they shall be redeemed in accordance with the Redemption Notice. Notwithstanding the foregoing, the maximum number of Preferred Shares held by the Investor with respect to which the Corporation may deliver a Redemption Notice from time to time shall not exceed the maximum number of Preferred Shares with respect to which the Investor may exercise Conversion Rights at such time, giving effect to the Conversion Cap. At the request of the Corporation, the Investor shall provide the Corporation with the number of Common Shares held by the Investor and its affiliates. |
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(c) | Any Redemption Notice to be given or delivered hereunder shall be in writing and shall be deemed to have been given when delivered personally to the shareholder or sent by email or another electronic form addressed to the shareholder at the shareholder's address as it appears on the records of the Corporation, or in the event of the address of any such shareholder not so appearing then to the last known address of such shareholder; provided, however, that accidental failure to give any such notice to one or more of such shareholders shall not affect the validity of such redemption. | |
(d) | On or after the Redemption Date, the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Preferred Shares to be redeemed their respective Redemption Amounts on presentation and surrender of the certificates representing the Preferred Shares called for redemption at the registered office of the Corporation or any other place or places designated in the Redemption Notice. If a part only of the shares represented by any certificate is redeemed, a new certificate for the balance shall be issued at the expense of the Corporation. Subject to the provisions of Section 6(e), on and after the Redemption Date specified in the applicable Redemption Notice, the Preferred Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the Redemption Amount shall not be made in full upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the shareholders shall remain unaffected. | |
(e) | The Corporation shall have the right at any time after the sending of a Redemption Notice to deposit the Redemption Amount for the shares so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in a specified chartered bank or a specified trust company in Canada or the United States or the trust account of a reputable law firm in Canada or the United States, named in such Redemption Notice, to be paid without interest to or to the order of the respective holders of such Preferred Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same. Upon such deposit being made or upon the Redemption Date, whichever is the later, the Preferred Shares in respect whereof such deposit shall have been made shall be deemed to be redeemed and all rights of the holders thereof after such deposit or such Redemption Date, as the case may be, shall be limited to receiving without interest their proportionate parts of the total Redemption Amounts so deposited, against presentation and surrender of the said certificates held by them respectively. Any interest allowed on any such deposit shall belong to the Corporation. Redemption moneys that are represented by a cheque which has not been presented to the Corporation's bankers for payment or that otherwise remain unclaimed (including moneys held on deposit to a special account as provided for above) for a period of one year from the applicable Redemption Date shall be forfeited to the Corporation. |
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(f) | If part only of the Preferred Shares is at any time to be redeemed, the shares to be so redeemed shall be selectedpro rata(disregarding fractions) from among the holders of record thereof as at the Redemption Date, or in such other manner as the board of directors of the Corporation acting in good faith may by resolution determine. | |
(g) | Notwithstanding Section 6(f), if at any time the Investor wishes to sell all or any part of the Preferred Shares then held by it to a Person other than an affiliate of the Investor, the Investor shall provide notice to the Corporation of such proposed sale at least 20 Business Days prior to the proposed closing date of such sale, which notice shall then set forth the name and address of the proposed purchaser (unless restricted by a confidentiality requirement), the number of Preferred Shares proposed to be sold and the proposed purchase price per Preferred Share. Upon receiving such notice, the Corporation shall then have 15 Business Days to privately place such Preferred Shares to a third-party investor on terms no less favourable to the Investor than those terms, including the price and closing date, set forth in the aforesaid notice. In the event that the Corporation fails to complete the private placement of Preferred Shares, then the Investor may sell or transfer the Preferred Shares that were the subject of the applicable notice of sale without any restriction or limitation. | |
(h) | Notwithstanding anything to the contrary in this Section 6, the Corporation shall not be entitled to send a Redemption Notice or otherwise redeem the Preferred Shares for less than the Change of Control Redemption Amount at any time at or following which either the Corporation or a third party has publicly announced any agreement, bid, offer, transaction or other steps or arrangement which would, if completed, result in a Change of Control Transaction and the provisions of Section 7(a) shall prevail; provided, however, that if the Corporation or third party, as applicable, publicly announces that the agreement, bid, offer, transaction or other steps or arrangement in respect of such Change of Control Transaction has been terminated or abandoned, then (provided no other Change of Control Transaction has been publicly announced or is pending) the provisions of Section 6(b) shall again apply. |
7. | Change of Control and Other Transactions: |
(a) | Upon the occurrence of a Change of Control Transaction, any holder of Preferred Shares may, at its option, require the Corporation to redeem all or part of the Preferred Shares held by such holder upon payment for each share to be so redeemed of the Change of Control Redemption Amount. Any holder of Preferred Shares to be redeemed pursuant to this Section 7 shall surrender the certificate or certificates representing such Preferred Shares at the registered office of the Corporation accompanied by a notice in writing signed by such holder requiring the Corporation to redeem all or a specified number of the Preferred Shares represented thereby within 30 Business Days of the closing of the Change of Control Transaction. As soon as is practicable following receipt of such notice, the Corporation shall pay or cause to be paid to or to the order of the registered holders of such Preferred Shares to be so redeemed the aggregate Change of Control Redemption Amount. If a part only of the Preferred Shares represented by any certificate is redeemed, a new certificate for the balance shall be issued at the expense of the Corporation. |
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(b) | If and whenever at any time, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 9(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the Property of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any holder of Preferred Shares who has not exercised its rights under Sections 5 or 7(a) prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon exercise of its Conversion Rights and shall accept, in lieu of the number of Common Shares that prior to such effective date such holder of Preferred Shares would have been entitled to receive, the number of shares or other securities or Property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such holder of Preferred Shares would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be, such holder of Preferred Shares had been the registered holder of the number of Common Shares to which prior to such effective date it was entitled to acquire upon the exercise of its Conversion Rights. The holders of Preferred Shares may request, to give effect to or to evidence the provisions of this Section 7(b), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, amend its constating documents or enter into such agreements or arrangements as necessary to provide, to the extent possible, for the application of the provisions set forth in these Preferred Share terms with respect to the rights and interests thereafter of the holders of Preferred Shares to the end that the provisions set forth herein shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or Property to which a holder of Preferred Shares is entitled on the exercise of its Conversion Rights thereafter. |
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8. | Participation on Liquidation, Dissolution or Winding-Up: In the event of a Liquidation Event or other distribution of assets of the Corporation among its stockholders for the purpose of winding up its affairs, the holders of the Preferred Shares shall be entitled to receive from the assets of the Corporation in priority to any distribution to the holders of shares of any other class of stock of the Corporation the Liquidation Value per Preferred Share held by them respectively, but such holders of Preferred Shares shall not be entitled to participate any further in the Property of the Corporation. |
9. | Adjustment of Conversion Price: |
(a) | If at any time the Corporation shall: (i) subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of Common Shares; or (iii) issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of a stock dividend or other distribution, the Conversion Price in effect on the effective date of such subdivision, re- division, change, reduction, combination, consolidation or on the record date of such distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii), be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 9(a) shall occur. | |
(b) | In any case in which Section 9(a) requires that any adjustment be made to the Conversion Price, no such adjustment shall be made if the holders of Preferred Shares receive, subject to any required stock exchange or regulatory approval, the rights, warrants or other securities referred to in Section 9(a) in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their Conversion Rights having then been exercised into Common Shares at the Conversion Price in effect on the applicable record date or effective date, as the case may be. | |
(c) | The Corporation covenants and agrees not to announce nor complete a Subsequent Offering during the period commencing on the Closing and ending six months thereafter where the subscription price with respect to such Subsequent Offering is less than 125% of the weighted average subscription price of all Financings completed principally with institutional investors and accredited investors that are arm's length investors prior to the Closing, without the prior written consent of the Investor. |
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(d) | No adjustment to the Conversion Price is required unless such adjustment would result in a change of at least 0.01 of a Common Share issuable upon Conversion of a Preferred Share, provided that any adjustments that, except for the provisions of this subsection 9(d), would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment. | |
(e) | The adjustments provided for in this Section 9 are cumulative, and shall, in the case of adjustments to the Conversion Price, be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 9. | |
(f) | Upon any adjustment of the Conversion Price pursuant to this Section 9, the Corporation shall promptly provide written notice to the holders of Preferred Shares setting forth the Conversion Price then in effect, along with reasonable detail to support the calculation thereof. |
10. | Covenants of the Corporation: |
Except with the consent in writing of the holders of a majority of Preferred Shares:
(a) | The Corporation shall do or cause to be done all things necessary to preserve and keep in full force and effect its and its subsidiaries' corporate existence. Without limiting the generality of the forgoing, the Corporation shall not, and shall not permit its subsidiaries to, commit an act of bankruptcy, propose a compromise or arrangement to its creditors, petition for a receiving order in bankruptcy, take any proceeding with respect to a compromise or arrangement with its creditors, take any proceeding to have itself declared bankrupt or insolvent, take any proceeding to have a receiver appointed or any part of its assets or fail to promptly contest any steps, actions or proceedings taken by any other Person to effect any of the foregoing with respect to the Corporation or any of its subsidiaries. | |
(b) | The Corporation shall provide to the holders of Preferred Shares: |
i. | within 60 days after the end of each quarterly fiscal period in each fiscal year of the Corporation, other than the last quarterly fiscal period of each such fiscal year, copies of: (A) an unaudited consolidated balance sheet of the Corporation, as at the end of such quarterly fiscal period and unaudited consolidated statements of income, cash flows and changes in shareholders' equity of the Corporation for such quarterly fiscal period and, in the case of the second and third quarters of any fiscal year, for the portion of the fiscal year ending with such quarter; and (B) an associated "management's discussion and analysis" prepared on a basis substantially consistent with the requirements of Form 51-102F1 –Management's Discussion and Analysisof the Canadian Securities Administrators; |
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ii. | within 60 days after the end of each quarterly fiscal period in each fiscal year of the Corporation, a written report concerning (A) the business and activities of the Corporation and its subsidiaries, and (B) the Mineral Rights, and all activities and occurrences with respect thereto during the preceding quarter and shall include a summary description of actions taken with respect to the Mineral Rights, a description of actual expenditures (as compared to the budgeted expenditures) and such other data and information requested by the holders of the Preferred Shares, with such quarterly fiscal report to be delivered in form and substance acceptable to the holders of the Preferred Shares, acting reasonably; and | |
iii. | within 120 days after the end of each fiscal year of the Corporation, copies of: (A) an audited consolidated balance sheet of the Issuer as at the end of such fiscal year and audited consolidated statements of income, cash flows and changes in shareholders' equity of the Corporation for such fiscal year, together with the report of the Corporation's auditors thereon; and (B) an associated "management's discussion and analysis" prepared on a basis substantially consistent with the requirements of Form 51-102F1 –Management's Discussion and Analysisof the Canadian Securities Administrators, |
and, in the case of the financial statements (the "Financial Statements") set forth above, all prepared in accordance with GAAP; provided, however, that in the event that the Corporation is a "reporting issuer" (or its equivalent) in any province or territory of Canada, the foregoing shall be deemed to have been provided to the holders of Preferred Shares if the Corporation complies with the requirements of National Instrument 51-102 –Continuous Disclosure Obligations and the documents required thereunder are filed on the System for Electronic Document Analysis and Retrieval (SEDAR) or any successor system thereto.
(c) | The Corporation shall keep, and shall cause its subsidiaries to be kept, proper books of record and account on a consistent basis, in which full and correct entries (in all material respects) shall be made of all financial transactions and the Property and business of the Corporation and its subsidiaries in accordance with GAAP. | |
(d) | The Corporation shall, and shall cause its subsidiaries to: (i) carry on and conduct its business, and keep, maintain and operate its Property, in accordance with all applicable laws, in all material respects; and (ii) observe and conform, in all material respects, to all Permits relative to any of its Property and all covenants, terms and conditions of all agreements upon or under which any of such Property is held. | |
(e) | Without limiting the generality of Section 10(d), the Corporation shall, and shall cause its subsidiaries to: |
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i. | conduct all operations and maintain all Mineral Rights in material compliance with Environmental Laws and Environmental Permits, possess all Environmental Permits required to own, lease and operate each Mineral Right as business is conducted with respect to such Mineral Right from time to time; | |
ii. | timely pay all amounts due under contracts, deeds, instruments, applicable laws or otherwise to keep all Permits and Mineral Rights in good standing, including, but not limited to, annual claim maintenance fees imposed by the United States Federal Bureau of Land Management, in relation to any of their Mineral Rights. |
(f) | Notwithstanding Sections 10(d) and 10(e)ii, the Corporation may allow to lapse any Mineral Rights that its board of directors has in good faith determined is not material to the Corporation and its subsidiaries, taken as a whole, provided that promptly upon making such determination and at least 60 days prior to the date on which such Mineral Right would lapse the Corporation offers in writing to sell, assign or transfer such Mineral Right to the Investor for the sum of CDN$10 together with the assumption by the Investor of the liabilities and obligations directly and primarily related to such Mineral Right and the Investor has not, within 10 Business Days of receipt of such written offer, accepted such offer in writing. | |
(g) | The Corporation shall, and shall cause its subsidiaries to, file all Tax Returns required to be filed in any jurisdiction and shall pay and discharge all Taxes shown to be due and payable on such returns and all other Taxes imposed on them or any of their Property, assets, income or franchises, to the extent such Taxes have become due and payable that have or might become a Lien (other than a Permitted Lien) on Property of the Corporation or its Subsidiaries. | |
(h) | The Corporation shall not, and shall not permit any of its subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien (other than Permitted Liens) upon or with respect to any of their Property, now owned or hereafter acquired. | |
(i) | The Corporation shall not, and shall not permit any of its subsidiaries to, directly or indirectly incur any Indebtedness (other than Permitted Indebtedness). | |
(j) | The Corporation shall not, and shall not permit any of its subsidiaries to, enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of any affiliate of the Corporation, any affiliate or associate of any one or more of the Founders or any Person not dealing at arm's length with the Corporation or any one or more Founders (each, an "Affiliate Transaction") involving aggregate consideration of US$400,000 per year for any Affiliate Transaction or series of related Affiliate Transactions, other than: |
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i. | transactions on terms no less favourable to the Corporation or its subsidiary, as applicable, than could be obtained from a party dealing at arm's length; | |
ii. | transactions consented to in writing by the Investor, provided that all material terms of such transaction were disclosed in writing to the Investor prior to it providing consent; | |
iii. | employment arrangements and remuneration for the Founders or other officers and directors approved by the independent directors of the Corporation and in keeping with market norms for companies of similar size and in the same industry as the Corporation; or | |
iv. | transactions between the Corporation and any subsidiary of the Corporation or between two or more subsidiaries of the Corporation. |
(k) | The Corporation shall not, and shall not permit any of its subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Corporation and its subsidiaries taken as a whole. | |
(l) | The Corporation shall not grant or issue or agree to grant or issue any Common Shares or Subject Securities to any Founder or his associates or affiliates under or pursuant to any stock option plan, long-term incentive plan, short-term incentive plan or other securities based compensation plan or program (collectively, "Incentive Plans"), unless and until such Incentive Plan has been approved by not less than a majority of the holders of Common Shares present in person or by proxy at a meeting of holders of Common Shares or a consent resolution signed by the holders of Common Shares representing over 50% of the issued and outstanding Common Shares, and approved or accepted, as applicable, by the Exchange (if the Common Shares are then listed or quoted on an Exchange) and only for so long as such approvals of the applicable Incentive Plan remain effective under applicable laws. | |
(m) | So long as the Investor and/or its affiliates beneficially own or control 33⅓% or more of the Preferred Shares issued on Closing, the Corporation will be obligated to inform the Investor in writing of its intention to sell, lease, exchange, transfer or otherwise dispose of any of its interests in any Mineral Rights that is not a sale of Minerals Rights to which Section 10(n) applies. The Corporation shall provide the Investor with a written summary of the essential terms and conditions by which it is prepared to sell any specified interest in a Mineral Right (the "Divesting Notice"). Upon receipt of the Divesting Notice, the Investor will have a period of 20 Business Days (the "Divesting Notice Response Period") to accept the offer to sell by the Corporation on the terms contained on the Divesting Notice. If the Investor has not accepted the terms during the Divesting Notice Response Period, and the Corporation has not during the Divesting Notice Response Period received a Third Party Offer, in which case the Corporation shall comply with the procedures set forth in Section 11(b), 11(c) and 11(d), below, mutatis mutandis, then the Corporation shall be permitted to sell its specified interest in the Mineral Rights to a third party for a period of 180 days from the date of the original Divesting Notice on the terms and conditions no less favourable to the Corporation than those contained in the Divesting Notice. If the Corporation wishes to amend the terms and conditions by which it is prepared to sell its specified interest in the Mineral Rights to terms that are less favourable to the Corporation, or if the Corporation does not complete the sale, lease, exchange, transfer or other disposition of Mineral Rights as contemplated in the Divesting Notice within 180 days of the date of the Divesting Notice, the Corporation shall issue a new Divesting Notice to the Investor in accordance with the terms outlined above. |
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(n) | So long as the Investor and/or its affiliates beneficially own or control 33⅓% or more of the Preferred Shares issued on Closing, the Corporation shall not sell, lease, exchange, transfer or otherwise dispose of all or substantially all of its assets without the Investor's prior written consent, which will not be unreasonably withheld or delayed, and, prior to entering into any agreement or arrangement to sell, lease, exchange, transfer or otherwise dispose of all or substantially all of its assets, the Corporation shall comply with the procedures set forth in Sections 11(b), 11(c) and 11(d), below,mutatis mutandis. | |
(o) | The Corporation shall maintain its status as a Nevada corporation in accordance with applicable laws and shall not, without the prior written consent of the holders of the Preferred Shares then outstanding, continue into any other jurisdiction or otherwise change its corporate existence to other than that of a Nevada corporation. The Corporation shall remain at all times a domestic corporation within the meaning of Section 7701(a)(3)(C) of the United States Internal Revenue Code of 1986, as amended. | |
(p) | So long as the Investor and/or its affiliates beneficially own or control 33⅓% or more of the Preferred Shares issued on Closing, the Corporation and its subsidiaries shall allow the Investor and its authorized representatives once per calendar year, upon two Business Days' prior written notice, to enter the premises of the Corporation and its subsidiaries in order to inspect their Properties, insurance and books of record and account (and make extracts therefrom), and permit the Investor and its authorized representatives prompt access to such Persons as the Investor may deem necessary or desirable for the purposes of inspecting or verifying any matters relating to any part of the Properties, insurance or books of record and account. Without limiting the generality of the foregoing, upon the request of the Investor, in connection with such inspections, the Founders and senior officers, directors, managers and employees of the Corporation shall use their reasonable commercial efforts to make themselves available to the Investor and its authorized representatives to discuss, amongst other matters, past, current and future operations, budgets and financing plans. |
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(q) | The Corporation shall, and shall cause its subsidiaries to, maintain insurance on all its Property with financially sound and reputable insurance companies or associations, including, without limitation, all-risk property insurance, comprehensive general liability insurance and business interruption insurance, in amounts and against risks that would be maintained by a reasonably prudent owner and operator of Property and businesses similar to those properties owned and businesses operated by the Corporation, and deliver to the holders of Preferred Shares, on their request, written summaries by the agents or underwriters of the insurance carried, together with the written undertaking of such agents or underwriters that no policy of insurance will be amended in any material respect, or cancelled, without 30 days' prior written notice being given to the holders of Preferred Shares. | |
(r) | The Corporation shall immediately notify the holders of Preferred Shares upon becoming aware of any event or circumstance that would be reasonably likely to result in any litigation, dispute, arbitration or proceeding to which the Corporation or any of its subsidiaries would be a party, and concurrently advise the holders of Preferred Shares as to the steps currently being taken by it in response to the event or circumstance referred to above and as to the Corporation's future plans in respect of such event or circumstance, and from time to time provide the holders of Preferred Shares with all reasonable information requested by the holders of Preferred Shares concerning the status thereof. | |
(s) | The Corporation shall, and shall cause its subsidiaries to, duly observe and comply with all of its obligations under any material contract, agreement, lease, indenture, instrument, deed or other agreement or understanding to which it is a party and shall forthwith advise the holders of Preferred Shares in writing of its receipt of any notices by any other party to any of the foregoing alleging any material default by the Corporation or any of its subsidiaries thereunder. | |
(t) | So long as the Investor and/or its affiliates beneficially own or control 33⅓% or more of the Preferred Shares issued on Closing, the Corporation shall not permit any of its direct or indirect subsidiaries from issuing shares or other voting interests or participation rights to any Person other than the Corporation or a wholly-owned subsidiary of the Corporation. The Corporation shall at all times own or control 100% of the shares or other voting interests or participation rights of its subsidiaries (in fact or by title), provided, however, that the Corporation shall be permitted to sell an interest in a subsidiary or permit another company or Person to own or control shares or voting interests or participation rights of such subsidiary as long as such subsidiary does not hold all or substantially all of the assets of the Corporation, and further provided that the Corporation shall provide the Investor with a Divesting Notice in respect of the proposed sale of an interest in a subsidiary of the Corporation in connection with such divestment. Upon receipt of the Divesting Notice, the Investor will have a period of 20 Business Days to accept the offer to sell by the Corporation on the terms contained on the Divesting Notice. If the Investor has not accepted the terms during the Divesting Notice Response Period, and the Corporation has not during the Divesting Notice Response Period received a Third Party Offer, in which case the Corporation shall comply with the procedures set forth in Section 11(b), 11(c) and 11(d), below, mutatis mutandis, then the Corporation shall be permitted to sell its specified interest in the subsidiary to a third party for a period of 180 days from the date of the original Divesting Notice on the terms and conditions no less favourable to the Corporation than those contained in the Divesting Notice. If the Corporation wishes to amend the terms and conditions by which it is prepared to sell its specified interest in the subsidiary to terms that are less favourable to the Corporation, or if the Corporation does not complete the sale as contemplated in the Divesting Notice within 180 days of the date of the Divesting Notice, the Corporation shall issue a new Divesting Notice to the Investor in accordance with the terms outlined above. |
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(u) | The Corporation shall, and shall cause its subsidiaries to, duly and punctually pay and discharge its present and future debts, liabilities and obligations as they become due and payable. | |
(v) | The Corporation shall not, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Corporation to perform its covenants under this Section 10. |
11. | Right of First Refusal: |
(a) | Subject to Sections 10(m), 10(t) and 11(e) if the Corporation shall have obtained an offer from one or more third party buyers (a "Third Party Offer") in respect of the sale, lease, exchange, transfer or other disposition of any Mineral Rights, in whole or in part, in any single transaction or series of related transactions, which offer the Corporation proposes to accept, the Corporation shall promptly provide written notice of such fact (the "ROFR Notice") to the Investor and offer to enter into such a transaction with the Investor. | |
(b) | The ROFR Notice shall: |
i. | state that the Corporation has received abona fideThird Party Offer, which offer the Corporation proposes to accept; | |
ii. | be accompanied by a true and complete copy of the Third Party Offer, including, as applicable, unless restricted by a confidentiality agreement (provided, however, that, notwithstanding any confidentiality agreement, the ROFR Notice shall include the proposed consideration and complete and accurate summaries of the material terms of the Third Party Offer), a term sheet and substantially final agreement in respect of the Third Party Offer, including the proposed consideration; |
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iii. | state that if the Investor wishes to enter into a transaction with the Corporation with respect to the subject matter of the Third Party Offer, the Investor must deliver written notice (a "Purchase Notice") to that effect to the Corporation within ten Business Days of receipt by the Investor of the ROFR Notice; and | |
iv. | in the event that the consideration offered under the Third Party Offer includes consideration other than cash, a cash equivalent valuation of the non-cash consideration as follows: |
1. | if the non-cash consideration consists of securities that are listed on an established internationally recognized stock exchange or over- the-counter quotation service, a valuation to be calculated based on the volume weighted average trading price of such securities on the relevant stock exchange or quotation service for the 20 trading days ended at the close of business on the day prior to delivery of the ROFR Notice; and | |
2. | if the non-cash consideration is not of the type specified in clause (1) above, a valuation mutually agreed with the Investor in consultation with one of Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers (or any successor to any of the foregoing firms) or another entity acceptable to the Investor, acting reasonably. |
(c) | The Investor shall have the right, exercisable by delivering a Purchase Notice to the Corporation within ten Business Days of receipt of the ROFR Notice, to accept the offer set forth in the ROFR Notice. If the consideration under the Third Party Offer includes non-cash consideration, the Investor will be deemed to have satisfied the requirement to match the price of the Third Party Offer if, in respect of the portion of the non-cash consideration, the Investor agrees to pay cash equal to the value of the consideration set forth in the valuation described in Section 11(b)iv or agrees to deliver similar non-cash consideration to that of the Third Party Offer. Upon delivery of a Purchase Notice, the Corporation and the Investor shall promptly finalize and enter into a definitive agreement on materially the same terms and conditions as the Third Party Offer. | |
(d) | If the Investor does not deliver a Purchase Notice within ten Business Days of receipt of the ROFR Notice, the Investor will be deemed to have declined the offer set forth in the ROFR Notice and, subject to the requirement in Section 10(n) that the Investor approve the Third Party Offer and any other approvals required by applicable laws, the Corporation may proceed with the Third Party Offer; provided, however, that if the Corporation does not enter into a definitive agreement with the third party buyer within 30 days of the date of the ROFR Notice and/or if any of the material terms and conditions of the Third Party Offer, including, but not limited to the consideration thereunder, changes in any material respect, the provisions of this Section 11 shall again apply. |
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(e) | The provisions of this Section 11 shall terminate and be of no further force or effect on the first day following the date on which the Investor and/or its affiliates ceases to beneficially own or control 33⅓% or more of the Preferred Shares issued on Closing. |