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- 2.1 Asset Purchase Agreement Dated July 29, 2022, by and Between Key Mining Corp. and Gold Express Mines, Inc.
- 2.2 Share Purchase Agreement Dated April 20, 2023, by and Between Gold Express Mines, Inc. and Cerro Blanco Titanium, Inc.
- 2.3 Share Purchase Agreement Dated May 1, 2023, by and Between Key Mining Corp. and Gold Express Mines, Inc.
- 2.4 Share Purchase Agreement Dated May 9, 2023, by and Between Cerro Blanco Titanium, Inc. and Key Mining Corp.
- 2.5 Asset Purchase Agreement Dated August 21, 2023, by and Between Critical Minerals Corp. and Key Mining Corp.
- 3.1 Certificate of Incorporation, As Currently In Effect.
- 3.2 Certificate of Amendment to Certificate of Incorporation.
- 3.3 Certificate of Amendment to Certificate of Incorporation.
- 3.4 Certificate of Amendment to Certificate of Incorporation.
- 3.5 Certificate of Amendment to Certificate of Incorporation.
- 3.6 Form of Amended and Restated Certificate of Incorporation, Which Will Become Effective Immediately Prior to the Closing of This Offering
- 3.7 Bylaws, As Currently In Effect.
- 3.8 Amended and Restated Bylaws, Which Will Become Effective Immediately Prior to the Closing of This Offering
- 4.1 Specimen Common Stock Certificate of Registrant.
- 4.2 Form of Investor Warrant.
- 4.3 Form of Advisor Warrant.
- 4.4 Form of Broker Warrant.
- 10.2 2023 Omnibus Incentive Compensation Plan.
- 10.3 Form of Incentive Stock Option Grant Notice and Award Agreement, Under the 2023 Omnibus Incentive Compensation Plan.
- 10.4 Form of Non-qualified Stock Option Grant Notice and Award Agreement, Under the 2023 Omnibus Incentive Compensation Plan.
- 10.5 Form of Restricted Stock Unit Grant Notice and Award Agreement, Under the 2023 Omnibus Incentive Compensation Plan.
- 10.6 Form of Restricted Stock Grant Notice and Award Agreement, Under the 2023 Omnibus Incentive Compensation Plan.
- 10.7 2023 Employee Stock Purchase Plan.
- 10.8 Form of Executive Employment Agreement, by and Between the Registrant and Cesar A. Lopez Alarcon, Which Will Become Effective at the Closing of This Offering
- 10.9 Form of Executive Employment Agreement, by and Between the Registrant and John Ryan, Which Will Become Effective at the Closing of This Offering
- 10.10 Form of Executive Employment Agreement, by and Between the Registrant and Patrick Mcgrath, Which Will Become Effective at the Closing of This Offering
- 10.11 Consulting Agreement Dated January 1, 2022, by and Between the Registrant and Cesar A. Lopez Alarcon.
- 10.12 Nonqualified Stock Option Agreement Dated September 13, 2021, by and Between Key Mining Corp. and Enrique Correa.
- 10.13 Nonqualified Stock Option Agreement Dated December 21, 2021, by and Between Key Mining Corp. and Enrique Correa.
- 10.14 Nonqualified Stock Option Agreement Dated September 13, 2021, by and Between Key Mining Corp. and Howard Crosby.
- 10.15 Nonqualified Stock Option Agreement Dated December 21, 2021, by and Between Key Mining Corp. and Howard Crosby.
- 10.16 Nonqualified Stock Option Agreement Dated September 13, 2021, by and Between Key Mining Corp. and John Ryan.
- 10.17 Nonqualified Stock Option Agreement Dated December 21, 2021, by and Between Key Mining Corp. and John Ryan.
- 10.18 Nonqualified Stock Option Agreement Dated December 21, 2021, by and Between Key Mining Corp. and John May.
- 10.19 Nonqualified Stock Option Agreement Dated September 13, 2021, by and Between Key Mining Corp. and Cesar A. Lopez Alarcon.
- 10.20 Nonqualified Stock Option Agreement Dated December 21, 2021, by and Between Key Mining Corp. and Cesar A. Lopez Alarcon.
- 10.21 Service Agreement Dated October 1, 2021, by and Between Key Mining Corporation Chile Spa and Inversiones ZT Financial Group Spa.
- 10.22 Service Agreement December 30, 2021, by and Between Key Mining Corporation Chile Spa and Reinaldo Ulises Reyes Gonzalez.
- 10.23 Service Agreement January 13, 2023, by and Between Gold Express Mines Spa and Andrew Sloop.
- 10.24 Mining Claim Lease Dated August 1, 2022, by and Between Lightning Creek Resources Corp. and KM Holdings USA, Inc.
- 10.25 Assignment Agreement Dated August 31, 2022, by and Between Key Mining Corp. and KM USA Holdings, Inc.
- 10.26 Mining Exploration Agreement and Unilateral Promise to Incorporate a Company Dated August 30, 2021, by and Between Key Mining Corporation Chile Spa and Sociedad Quimica Y Minera De Chile S.a.
- 10.27 Amendment to a Mining Exploration Agreement and Unilateral Promise to Incorporate a Company Dated July 27, 2022, by and Between Key Mining Corporation Chile Spa and Sociedad Quimica Y Minera De Chile S.a.
- 10.28 Second Amendment to a Mining Exploration Agreement and Unilateral Promise to Incorporate a Company Dated June 23, 2023, by and Between Key Mining Corporation Chile Spa and Sociedad Quimica Y Minera De Chile S.a.
- 10.29 Agreement to Purchase Mining Claims Dated January 3, 2023, by and Between Manquehue Asesorias Mineras Spa and Gold Express Mines Spa.
- 10.30 Agreement to Purchase Mining Claims Dated January 18, 2023, by and Between Manquehue Asesorias Mineras Spa and Gold Express Mines Spa.
- 10.31 Agreement to Purchase Mining Claims Dated May 4, 2023, by and Between Gold Express Mines Spa and Ignacio Joaquin Lopez Alarcon.
- 10.32 Amendment to the Royalty on Mining Claims Dated July 4, 2023, by and Between White Mountain Minerals Spa and Gold Express Mines Spa.
- 10.33 Form of Subscription Agreement Among the Registrant and the Investors Named Therein.
- 10.34 Form of Securities Purchase Agreement Among the Registrant and the Investors Named Therein.
- 10.35 Form of Securities Purchase Agreement Among the Registrant and the Investors Named Therein.
- 10.36 Service Agreement, Dated January 1, 2023, by and Between Gold Express Mines Spa and Manquehue Asesorias Mineras Spa.
- 23.1 Consent of Assure Cpa, LLC, an Independent Registered Public Accounting Firm.
- 23.3 Consent of Qualified Person with Respect to the Cerro Blanco Project Technical Report Summary
- 23.4 Consent of Qualified Person with Respect to the Fiel Rosita Project Technical Report Summary
- 96.1 S-K 1300 Technical Report Summary for the Cerro Blanco Rutile Titanium Bearing Mineral Deposit, Region III, Atacama, Chile, Dated August 7, 2023
- 96.2 S-K 1300 Initial Assessment Technical Report Summary for the Fiel Rosita Copper-molybdenum-gold-silver-zinc Poly Metallic Mineral Deposit, Region III, Atacama, Chile, Dated July 17, 2023.
- 99.1 Consent of Kelly Earle to Be Named As a Director Upon the Effectiveness of the Registration Statement
- 99.2 Consent of Timothy Rand Mccutcheon to Be Named As a Director Upon the Effectiveness of the Registration Statement.
- EX-FILING FEES Filing Fee Table
- 22 Apr 24 FWP Free writing prospectus
- 22 Apr 24 S-1/A IPO registration (amended)
- 15 Apr 24 FWP Free writing prospectus
- 12 Apr 24 S-1/A IPO registration (amended)
- 13 Mar 24 FWP Free writing prospectus
- 5 Mar 24 S-1/A IPO registration (amended)
- 20 Feb 24 S-1/A IPO registration (amended)
- 30 Jan 24 FWP Free writing prospectus
- 26 Jan 24 S-1/A IPO registration (amended)
- 11 Jan 24 S-1/A IPO registration (amended)
- 29 Dec 23 S-1/A IPO registration (amended)
- 8 Dec 23 S-1/A IPO registration (amended)
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14 Nov 23 S-1 IPO registration
Exhibit 23.4
CONSENT
To: | Key Mining Corp. (the “Company”) |
Re: | Registration Statement on Form S-1 of the Company |
Resource Development Associates Inc. is the authoring firm of the report titled “S-K 1300 Initial Assessment Technical Report Summary for the Fiel Rosita Copper-Molybdenum-Gold-Silver-Zinc Poly Metallic Mineral Deposit, Region III, Atacama, Chile, dated July 17, 2023” regarding the mining property known as the Fiel Rosita (the “Project”), which was prepared in accordance the Securities and Exchange Commission (“SEC”) S-K regulations (Title 17, Part 229, Items 601 and 1300 until 1305) for Key Mining Corp. (the “Expert Report”).
Resource Development Associates Inc. understands that the Company wishes to make reference to Resource Development Associates Inc.’s name and the Expert Report in its Registration Statement on Form S-1 (the “Registration Statement”) to be prepared and filed in connection with the Company’s initial public offering. Resource Development Associates Inc. further understands that the Company wishes to use extracts and/or information from, the Expert Report in the Registration Statement related to the Project. Resource Development Associates Inc. has been provided with a copy of the Registration Statement and has reviewed the proposed disclosure identified above.
Accordingly, in respect of the Registration Statement, Resource Development Associates Inc. does hereby consent to:
● | the use of, and references to, its name in the Registration Statement; |
● | the use of, and references to, the Expert Report in the Registration Statement; and |
● | the use of, in the Registration Statement, extracts and information from the Expert Report, or portions thereof (“Undersigned’s Information”). |
Resource Development Associates Inc. confirms that where its work involved a mineral resource or mineral reserve estimate, such estimates comply with the requirements for mineral resource and mineral reserve estimation under Subpart 1300 of Regulation S-K promulgated by the SEC.
Resource Development Associates Inc. also confirms that its representatives have read the disclosure in the Registration Statement that relate to the Undersigned’s Information and the Project, and Resource Development Associates Inc. confirms that the disclosure included in the Registration Statement does not contain a misrepresentation.
Dated: November 14, 2023
By: | /s/ Scott Wilson | |
Name: | Scott Wilson | |
Title: | President Resource Development Associates Inc. |