EXHIBIT 2.5
December 19, 1997
Gregg B. Shafter
President
Atlas Corporation
370 17th St., Suite 3050
Denver, Colorado 80202
Re: Grassy Mountain Project, Malheur County, Oregon
-----------------------------------------------
Dear Sirs:
The purpose of this letter (the "Agreement") among Atlas Corporation, its
wholly-owned subsidiary, Atlas Precious Metals Inc. (collectively, "Atlas") and
Tombstone Explorations Co. Ltd., and its wholly-owned subsidiary, Tombstone
Nevada Inc. (collectively, "Tombstone") is to confirm the terms and provisions
we have agreed to in respect of the interests of Atlas in a property referred to
as the Grassy Mountain Project, located in Malheur County, Oregon, U.S.A. (the
"Project"), which property is more specifically described in Schedule A to
this Agreement.
Tombstone and Atlas hereby agree to the following:
1. Atlas hereby grants Tombstone an option to acquire a 100% interest in
the Project (the "Option") and the rights to have access to and make
use of the real property comprising the Project (the "Property") for
the purpose of conducting exploration activities. More particularly,
Atlas hereby grants to Tombstone, subject only to any limitations
contained in the Leases (as defined below), the exclusive right to
enter upon and use all or any part of the surface and subsurface of
the Property during the Option Period (as defined below), for the
purposes of surveying, prospecting, bulk sampling, drilling, exploring
and testing the same for any and all ores, metals, minerals and
materials of every kind and character whatsoever found in, on or under
the Property (hereinafter, the "Valuable Minerals").
2. From and after September 15, 1997, and through the date it exercises
the Option (the "Option Period"), Tombstone shall be solely
responsible for taking all actions necessary for maintaining the
Property, subject to the provisions of Paragraph 24, including,
without limitation, (i) the timely payment of all required claim
maintenance fees, and the timely filing, and recording of appropriate
affidavits or
notices of intent to hold for the unpatented mining claims which
comprise a portion of the Property, and (ii) compliance with and
assumption of all of the terms and conditions of the leases which
comprise a portion of the Property, as described in Exhibit A
(collectively, the "Leases"). Tombstone shall also maintain worker's
compensation insurance covering all of its employees engaged in
activities at the Property as may be required under Oregon law, and
general liability insurance covering its activities at the Property in
accordance with industry standard. Prior to commencing any activities
on the Property, Tombstone shall provide Atlas with evidence of such
liability insurance, and Atlas shall be named as an additional insured
on all such insurance policies. Tombstone agrees to put in place such
surety as may be required to assume the reclamation obligation at the
Property (approximately $145,000) on or before March 15, 1999, or, if
earlier, not later than forty-five days following payment of the
Purchase Price in full. In the event that Tombstone elects not to
exercise the Option, Tombstone agrees that the reclamation obligations
at the Property which Atlas reassumes shall not exceed the existing
$145,000 level. Tombstone agrees to indemnify Atlas and hold Atlas
harmless from and against any expenses, claims, losses, liabilities or
damages, including all attorneys' fees actually incurred by Atlas,
arising out of or based on Tombstone's activities on the Property
during the Option Period, or Tombstone's failure to comply with the
provisions of this Paragraph 2.
3. During the Option Period, Tombstone shall have exclusive control
(subject to the provisions of the Leases) of all operations on the
Property and of any and all equipment, supplies, machinery and other
assets purchased or otherwise acquired or under its control in
connection with such operations. Tombstone may carry out such
operations on the Property during the Option Period as it may, in its
sole discretion, determine to be warranted; provided, however, that
Tombstone may not mine and remove Valuable Minerals from the Property
for the purpose of sale unless it has exercised the Option. Tombstone
agrees to conduct and perform all of its operations on the Property
during the Option Period in compliance with all applicable federal,
state and local laws, rules and regulations. Tombstone shall obtain
all required permits and post all required bonds or other surety
necessary for the conduct of such operations. Atlas, to the extent it
may legally do so, shall use its reasonable efforts to assign or
transfer to Tombstone the right to conduct activities on the Property
under permits now held in the name of Atlas. Tombstone shall indemnify
and hold Atlas harmless from and against any expenses, claims, losses
liabilities or damages, including all attorneys' fees actually
incurred by Atlas, arising from or relating to Tombstone's (i)
activities conducted under permits issued in the name of Atlas, (ii)
failure to comply with said laws or (iii) failure to obtain the
permits or place the bonds or other surety required in connection with
any of Tombstone's activities at or on the Property during the Option
Period. During the Option Period, Tombstone shall keep the title to
the Property free and clear of all liens and encumbrances resulting
from its operations hereunder; provided, however, that Tombstone may
refuse to pay any claims asserted against it which it disputes in good
faith or which are in existence as of the date hereof. At its sole
cost and expense, Tombstone shall contest any suit, demand or action
commenced to enforce such a claim and, if the suit, demand or action
is decided by a court or other authority of ultimate and final
jurisdiction against Tombstone or the Property, Tombstone shall
promptly pay the judgment and shall post any bond and take all other
action necessary to prevent any sale or loss of the Property or any
part thereof. If it does not exercise the Option, Tombstone shall
reclaim the Property, to the extent disturbed by it during the Option
Period, in accordance with applicable federal, state and local laws,
rules and regulations.
4. Each of the parties represents and warrants to the other as of the
date hereof as follows, and covenants that if the Option is exercised
these representations and warranties will be true and correct on the
Closing Date (as defined below):
(a) It is a corporation duly organized, validly existing, and in good
standing under the laws of its jurisdiction of incorporation.
(b) Each of Atlas and Tombstone (or its wholly-owned U.S. subsidiary)
are duly qualified to do business in the State of Oregon.
(c) It has the requisite corporate power and authority to: (i) enter
into this Agreement and all other agreements contemplated hereby;
and to (ii) carry out and perform its obligations under the terms
and provisions of this Agreement and all agreements contemplated
hereby.
(d) All requisite corporate action on its part, and its officers and
directors, necessary for the execution, delivery and performance
of this Agreement and all of its other agreements of contemplated
hereby have been taken. This Agreement and all agreements and
instruments contemplated hereby, when executed and delivered by
it, and assuming valid execution and delivery by the other party,
will be the legal, valid, and binding obligations of it
enforceable against it in accordance with their terms. The
execution, delivery and performance of this Agreement will not
violate any provision of law; any order of any court or other
agency of government; or any provision of any indenture,
agreement or other instrument to which it is a party or by which
its properties or assets are bound; or be in conflict with,
result in a breach of or constitute (with due notice and lapse of
time) a default under any such indenture, agreement or other
instrument. There is no law, rule or regulation, nor is there
any judgment, decree or order of any court or governmental
authority binding on it which would be contravened by the
execution, delivery, performance or enforcement of this Agreement
or any instrument or agreement required hereunder.
Notwithstanding the foregoing, no
representation is made as to the remedy of specific performance
or other equitable remedies for the enforcement of this Agreement
or any other agreement contemplated hereby. Additionally, this
representation is limited by applicable bankruptcy, insolvency,
moratorium, and other similar laws affecting generally the rights
and remedies of creditors and secured parties.
(e) All negotiations relative to this Agreement and the transactions
contemplated hereby have been carried on by it in such manner as
not to give rise to any valid claim against the other party or
any third party for a brokerage commission, finder's fee or other
fee or commission arising by reason of the transactions
contemplated by this Agreement.
5. Atlas represents and warrants to Tombstone that, to its knowledge,
after inquiry with its President, its Vice-President for Environmental
and Governmental Affairs, its Controller, and its land department, (i)
Atlas has not violated any environmental laws with respect to its
operations on the Property; (ii) other than as set forth in the
Leases, there are no liens, encumbrances, or other burdens on
production affecting the Property; (iii) there are no material defects
of title to the Property created by Atlas; (iv) the Leases are in full
force and effect and Atlas is aware of no defaults thereunder; and (v)
there are no pending or threatened litigation, claims, actions, suits
or inquiries which would have a material adverse effect on the
Property. Nothing herein shall be deemed to be a representation or
warranty by Atlas as to a discovery of Valuable Minerals within any of
the unpatented mining claims comprising the Property.
6. During the Option Period, Atlas shall make available to Tombstone all
data and information ("Data") pertaining to the Property in its
possession. In the event Tombstone exercises its Option, all Data
shall become the property of Tombstone. During the term of the
Option, Atlas shall have the reasonable right to have access to and
review such Data, including any such Data that is developed by
Tombstone. In the event Tombstone elects not to exercise its Option,
all Data delivered to Tombstone and all Data developed by Tombstone
pertaining to the Property shall be delivered to Atlas.
7. In consideration for Atlas granting the Option, Tombstone agrees to
make certain payments (the "Option Payments"), as follows:
. U.S. $100,000 (paid);
. On execution of this Agreement (but not later than December 19,
1997), $300,000, plus an additional amount of $16,650 as
reimbursement for costs associated with the Property and incurred
by Atlas since September 15, 1997 by wire transfer in accordance
with instructions to be provided by Atlas;
. U.S. $50,000 on or before March 15, 1998;
. U.S. $50,000 on or before May 15, 1998;
. U.S. $200,000 on or before July 15, 1998;
. U.S. $300,000 on or before December 15, 1998;
. U.S. $500,000 on or before July 15, 1999;
. U.S. $500,000 on or before December 15, 1999;
. U.S. $1,000,000 on or before December 15, 2000; and
. U.S. $1,000,000 on or before December 15, 2001.
The total purchase price is U.S. $4.0 million, comprised of the sum of
the Option Payments (collectively, the "Purchase Price").
The parties hereby agree that if Tombstone fails to timely make any
Option Payment required under Paragraph 7, this Agreement shall
terminate, and Tombstone shall have no right to recover any Option
Payments previously made. No failure to make a payment shall be
deemed to have occurred until three business days after the date such
payment is due.
8. Atlas acknowledges that it has received the initial $100,000 Option
Payment.
9. Tombstone agrees to pay, as additional consideration for the Option
granted hereunder an amount equal to one-half of the landman's and
legal fees actually incurred or accrued by Atlas in connection with
the preparation of an updated title opinion (covering certain Poison
Springs and Frog unpatented mining claims) reasonably satisfactory to
Tombstone, promptly after Tombstone's receipt of the title opinion.
In the event a material title defect is identified in that opinion,
the $300,000 Option Payment made by Tombstone to Atlas on December 19,
1997 shall be returned. With respect to the final two $1,000,000
Option Payments, at Tombstone's sole election, it may satisfy such
payments by delivery to Atlas of the sum of U.S. $1,500,000 on or
before February 15, 2000.
10. Tombstone may exercise the Option at any time during the Option Period
by paying the Purchase Price in full (either as set forth in Paragraph
7 or Paragraph 9) and providing written notice of its election to
exercise the Option to Atlas. Within five business days after receipt
of such notice (the "Closing Date"), Atlas shall deliver to Tombstone:
(i) a fully executed and acknowledged special warranty deed conveying
the Property to Tombstone, free and clear of all liens, claims and
encumbrances arising by, through or under Atlas (other than royalties
payable under the Leases); (ii) a fully executed and acknowledged
assignment conveying to Tombstone an undivided 100% interest in the
Leases, the terms and provisions of each of which Tombstone hereby
agrees to comply with and be bound by; (iii) a fully-executed and
acknowledged quitclaim deed conveying the water right listed on
Exhibit A from
Atlas to Tombstone; (iv) a fully-executed assignment of the office
lease in Vale, Oregon; and (v) any other documents as are reasonably
deemed necessary by Tombstone to effect the conveyances contemplated
under this Agreement.
11. The parties acknowledge and agree that this Agreement is subject to
any requisite regulatory approvals.
12. Tombstone may assign all of its rights and obligations under this
Agreement without the consent of Atlas, provided however, that until
the Purchase Price is paid in full, Tombstone Explorations Co. Ltd.
will guarantee all obligations hereunder as a condition to the
effectiveness of any such assignment. Atlas may assign its rights and
obligations under this Agreement with the prior written consent of
Tombstone, which shall not be unreasonably withheld.
13. Atlas agrees to defend, indemnify and hold harmless Tombstone, its
successors, affiliates, assigns, officers, directors and employees
from and against any and all claims, actions, suits, losses,
liabilities, damages, assessments, judgments, costs and expenses,
including reasonable attorneys' fees, arising out of or related to (i)
any breach by Atlas of any representation, covenant or warranty set
forth herein, or (ii) any activities conducted by Atlas on or in
connection with the Property prior to the date Tombstone exercises the
Option.
14. In addition to the indemnification obligations set forth in Paragraphs
2 and 3, Tombstone agrees to defend, indemnify and hold harmless
Atlas, its successors, affiliates, assigns, officers, directors and
employees from and against any and all claims, actions, suits, losses,
liabilities, damages, assessments, judgments, costs and expenses,
including reasonable attorneys' fees, arising out of or related to (i)
any breach by Tombstone of any representation, covenant or warranty
set forth herein, or (ii) any activities conducted by Tombstone on or
in connection with the Property after the Option Period.
15. Any party who has a claim giving rise to indemnification liability
pursuant to this Agreement (an "Indemnified Party") which results from
a claim by a third party shall give prompt notice to the other party
(the "Indemnifying Party") of such claim, together with a reasonable
description thereof. Failure to provide such notice shall not relieve
a party of any of its obligations hereunder except to the extent
materially prejudiced thereby. With respect to any claim by a third
party against any party to this Agreement which is subject to
indemnification under this Agreement, the Indemnifying Party shall be
afforded the opportunity, at its expense, to defend or settle the
claim if it utilizes counsel reasonably satisfactory to the
Indemnified Party, and promptly commences the defense of such claim
and pursues such defense with diligence; provided, however, that the
Indemnifying Party shall secure the consent of the Indemnified Party
to any settlement, which consent shall not be unreasonably
withheld. The Indemnified Party may participate in the defense of any
claim at its expense, and until the Indemnifying Party has agreed to
defend such claim, the Indemnified Party may file any motion, answer
or other pleading or take such other action as it deems appropriate to
protect its interests or those of the Indemnifying Party. If an
Indemnifying Party does not elect to contest any third-party claim,
the Indemnifying Party shall be bound by the results obtained with
respect thereto by the Indemnified Party, including any settlement of
such claim.
16. Tombstone shall have the right to terminate, surrender and relinquish
this Agreement at any time during the Option Period by giving written
notice to Atlas of such election. If Tombstone does not timely make
any Option Payment during the Option Period, this Agreement will
terminate as set forth in Paragraph 7. Upon termination of this
Agreement, Tombstone shall have no further liability or obligations
hereunder or with respect to the Property, except with respect to the
indemnification obligations set forth in Paragraphs 2 and 3, and the
obligations set forth in Paragraphs 6, 14, 17 and 18, and Atlas shall
have no further liability or obligations hereunder.
17. Upon termination of this Agreement, if Tombstone has not exercised the
Option, it will provide Atlas with a written release, in recordable
form, of its rights hereunder with respect to the Property. In
addition, if this Agreement terminates after August 1st of any year
during the Option Period, Tombstone shall be obligated to timely pay
all claim maintenance fees to maintain the unpatented mining claims
compromising the Property through the next subsequent assessment year,
and to timely make all required filings and recordings associated
therewith.
18. Upon termination of this Agreement, if Tombstone has not exercised the
Option, it shall surrender possession of the Property to Atlas,
subject to the condition that Tombstone shall have the right at any
time within six months thereafter to complete any reclamation
obligations required of it pursuant to Paragraph 3, and to remove all
of its tools, equipment, machinery, supplies, fixtures, buildings,
structures and other property erected or placed on such property by
Tombstone, excepting only timber, chutes and ladders in place for
underground support and entry. Title to such property not removed
within six months shall, at the election of Atlas, pass to Atlas.
Alternatively, at the end of six months, Atlas may remove any such
property from the Property and dispose of the same in a commercially
reasonable manner, all at the expense of Tombstone.
19. Tombstone may, at any time during the Option Period, terminate this
Agreement as to less than all of the Property, by providing written
notice of such election to Atlas; provided, however, that Tombstone
may not elect to terminate this Agreement as to some, but not all of
any group of unpatented mining claims or fee lands covered by a
particular Lease. In the event of such a partial termination,
Tombstone shall have no further liability or obligations hereunder or
with respect to the unpatented mining claims to which that partial
termination applies, except to reconvey its interest in such portion
of the Property to Atlas, and with respect to the indemnification
obligations set forth in Paragraphs 2 and 3, and the obligations set
forth in Paragraphs 6, 14, 17 and 18. In addition, if Tombstone
elects to partially terminate this Agreement as to all of the
unpatented mining
claims or fee lands covered by a particular Lease within 30 days of
the date when any advance or annual minimum royalty payment is due
thereunder, Tombstone shall remain responsible for timely making the
required payment.
20. Any press release or public announcement concerning this Agreement,
its contents, the Property, and data and information pertaining to the
Property will not be made by either party except as required by
applicable laws, regulations or stock exchange rules, or as otherwise
agreed by the parties, without the prior written consent of the other
party, such consent not to be unreasonably withheld and to be given in
a timely manner. Tombstone hereby acknowledges that it is relying at
its sole risk on any Data regarding the Property as delivered to it by
Atlas an that they have conducted their own technical evaluation of
the merits of the Property. Further, although Atlas believes it has
included in the Data information known to it which it believes to be
relevant to an investigation of the acquisition of the Property, Atlas
hereby expressly disclaims any representation as to the accuracy or
completeness of any Data heretofore or hereafter delivered to
Tombstone and those reviewing such Data as allowed hereunder shall be
so advised by Tombstone.
21. Time shall be of the essence of this Agreement.
22. This Agreement shall be governed by and construed in accordance with
the laws of the State of Oregon, except for its rules as to conflicts
of laws.
23. This Agreement shall inure to the benefit of and be binding on
Tombstone and Atlas and their successors and assigns.
24. Atlas and Tombstone hereby agree that upon making Option Payments in
the aggregate amount of $2,000,000 (which would occur when Tombstone
makes the Option Payment due December 15, 1999), Tombstone shall have
earned and will be vested in fifty percent of Atlas' interest in the
Property. Upon receipt of the December 15, 1999 Option Payment, Atlas
shall promptly execute and deliver to Tombstone conveyance documents
of the type set forth in Paragraph 10, conveying to Tombstone fifty
percent of Atlas' interest in the Property. After making the December
15, 1999 Option Payment, and if it is not otherwise in default under
this Agreement, Tombstone may, not later than February 15, 2000,
provide written notice to Atlas of Tombstone's election to enter into
a mining venture agreement with Atlas at the Project, in which case
the parties shall endeavor to negotiate promptly and in good faith a
mining venture agreement (using the Rocky Mountain Mineral Law
Foundation Forms 5 and 5A as a guide) to govern any future activities
at the Project. If Tombstone fails to timely provide such written
notice, all of the terms and provisions of this Agreement shall
continue in full force and effect.
25. This Agreement constitutes the entire agreement between the parties
and replaces and supersedes all prior agreements, memoranda,
correspondence, communications, negotiations and representations,
whether oral or written, express or implied, statutory or otherwise
between Atlas and Tombstone and/or John E. Watson with respect to the
subject matter herein. This Agreement is intended to be a binding
agreement which will replace the letter agreement between the parties
dated November 13, 1997.
26. All references to monetary amounts in this Agreement shall be to U.S.
dollars.
[THIS SPACE INTENTIONALLY LEFT BLANK]
If the foregoing accurately summarizes our understanding, would you kindly
indicate the same on the enclosed copy of this Agreement in the space provided
and return the same as soon as possible.
Yours truly,
TOMBSTONE EXPLORATIONS CO. LTD.
SIGNATURE ILLEGIBLE
____________________________________
Authorized Signatory
TOMBSTONE NEVADA INC.
SIGNATURE ILLEGIBLE
____________________________________
Authorized Signatory
ATLAS CORPORATION
SIGNATURE ILLEGIBLE
___________________________________
Authorized Signatory
ATLAS PRECIOUS METALS INC.
SIGNATURE ILLEGIBLE
___________________________________
Authorized Signatory
SIGNATURE ILLEGIBLE
____________________________________
John E. Watson, for purposes evidencing his
agreement to the provisions of Paragraph 25
of this Agreement
EXHIBIT A
1. The following unpatented lode mining claims located in Sections 7 and 8, T
22 S - R 44 E, WM, in Malheur County, Oregon:
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Don 1 108077 88 22025
Don 2 108078 88 22026
Don 3 108079 88 22027
Don 4 108080 88 22028
Don 5 108081 88 22029
Don 6 108082 88 22030
Don 7 108083 88 22031
Don 8 108084 88 22032
Don 9 108085 88 22033
II. The following lode mining claims located in Sections 1, 12, 13, 24, T 22
S - R 43 E, Sections 31 - 34, T 21 S - R 44 E, Sections 3 - 10, 17 - 19, T 22
S - R 44 E, WM, in Malheur County, Oregon:
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 1 104797 88 18804
Frog 2 104798 88 18805
Frog 3 126210 89 39554
Frog 4 126211 89 39555
Frog 5 104801 88 18808
Frog 6 104802 88 18814
Frog 7 104803 88 18809
Frog 8 104804 88 1881G
Frog 9 104805 88 18811
Frog 10 104806 88 18812
Frog 10A 108086 88 22228
Frog 11 104807 88 18813
Frog 12 104808 88 18815
Frog 13 104809 88 18816
Frog 14 104810 88 18817
A-1
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 15 104811 88 18818
Frog 16 104812 88 18819
Frog 17 104813 88 18820
Frog 18 104814 88 18821
Frog 19 104815 88 18822
Frog 20 104816 88 18823
Frog 21 104817 88 18824
Frog 22 104818 88 18825
Frog 23 104819 88 18826
Frog 24 104820 88 18827
Frog 25 104821 88 18828
Frog 25A 108087 88 22229
Frog 26 104822 88 18829
Frog 26A 108088 88 22230
Frog 27 104823 88 18830
Frog 28 104824 88 18831
Frog 29 104825 88 18832
Frog 30 104826 88 18833
Frog 31 104827 88 18834
Frog 32 104828 88 18835
Frog 33 104829 88 18836
Frog 34 104830 88 18837
Frog 35, as amended 104831 90 3396
Frog 35A 108089 88 22231.
Frog 36 104832 88 18839
Frog 37 104833 88 18840
Frog 38 104834 88 18841
Frog 39 104835 88 18842
Frog 40 104836 88 18843
Frog 41 104837 88 18844
A-2
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 42 104838 88 18845
Frog 46 104839 88 18846
Frog 46A 108090 88 22232
Frog 46B 108091 88 22233
Frog 47 104840 88 18847
Frog 48 104841 88 18848
Frog 49 104842 88 18849
Frog 50 104843 88 18850
Frog 51 104844 88 18851
Frog 52 104845 88 18852
Frog 53 104846 88 18853
Frog 54 104847 88 18854
Frog 55 104848 88 18855
Frog 56 104849 88 18856
Frog 57 104850 88 18857
Frog 58 104851 88 18858
Frog 59 104852 88 18859
Frog 60 104853 88 18860
Frog 61 104854 88 18861
Frog 62 104855 88 18862
Frog 63 104856 88 18863
Frog 64 104857 88 18864
Frog 65 104858 88 18865
Frog 66 104859 88 18866
Frog 67 104860 88 18867
Frog 68 104861 88 18868
Frog 69 104862 88 18869
Frog 70 104863 88 18870
Frog 71 104864 88 18871
Frog 72 104865 88 18872
A-3
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 73 104866 88 18873
Frog 74 104867 88 18874
Frog 75 104868 88 18875
Frog 76 104869 88 18876
Frog 77 104870 88 18877
Frog 78 104871 88 18878
Frog 79 104872 88 18879
Frog 80 104873 88 18880
Frog 81 104874 88 18881
Frog 82 104875 88 18882
Frog 83 104876 88 18883
Frog 84 104877 88 18884
Frog 85, as amended 104878 90 1366
Frog 86, as amended 104879 90 1367
Frog 87, as amended 104880 90 1368
Frog 88, as amended 104881 90 1369
Frog 89, as amended 104882 90 1370
Frog 90, as amended 104883 90 1371
Frog 91, as amended 104884 90 1372
Frog 92, as amended 104885 90 1373
Frog 93 104886 88 18893
Frog 94 104887 88 18894
Frog 95 104888 88 18895
Frog 96 104889 88 18896
Frog 97 104890 88 18897
Frog 98 104891 88 18898
Frog 99 104892 88 18899
Frog 100 104893 88 18900
Frog 101 104894 88 18901
Frog 102 104895 88 18902
A-4
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 103 104896 88 18903
Frog 104 104897 88 18904
Frog 105 104898 88 18905
Frog 106 104899 88 18906
Frog 107 104900 88 18907
Frog 108 104901 88 18908
Frog 109 104902 88 18909
Frog 110 104903 88 18910
Frog 111 104904 88 18911
Frog 112 104905 88 18912
Frog 113 104906 88 18913
Frog 114 104907 88 18914
Frog 115 104908 88 18915
Frog 116 104909 88 18916
Frog 117 104910 88 18917
Frog 118 104911 88 18918
Frog 119 104912 88 18919
Frog 120 104913 88 18920
Frog 121 104914 88 18921
Frog 122 104915 88 18922
Frog 123 104916 88 18923
Frog 124 104917 88 18924
Frog 125 104918 88 18925
Frog 126 104919 88 18926
Frog 127 104920 88 18927
Frog 128 104921 88 18928
Frog 129 104922 88 18929
Frog 130 104923 88 18930
Frog 131 104924 88 18931
Frog 132 104925 88 18932
A-5
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 133 104926 88 18933
Frog 134 104927 88 18934
Frog 135 104928 88 18935
Frog 136 104929 88 18936
Frog 137 104930 88 18937
Frog 138 104931 88 18938
Frog 139 104932 88 18939
Frog 140 104933 88 18940
Frog 141 104934 88 18941
Frog 142 104935 88 18942
Frog 143 104936 88 18943
Frog 144 104937 88 18944
Frog 145 104938 88 18945
Frog 146 104939 88 18946
Frog 147 104940 88 18947
Frog 148 104941 88 18948
Frog 149 104942 88 18949
Frog 150 104943 88 18950
Frog 151 125178 89 38517
Frog 152 125179 89 38518
Frog 153 104946 88 18953
Frog 154 104947 88 18954
Frog 155 104948 88 18955
Frog 157 104950 88 18957
Frog 159 104952 88 18959
Frog 161 104954 88 18961
Frog 163 104956 88 18963
Frog 166 104959 88 18966
Frog 167 104960 88 18967
Frog 168 104961 88 18968
A-6
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 169 104962 88 18969
Frog 170 104963 88 18970
Frog 171 104964 88 18971
Frog 172 104965 88 18972
Frog 173 104966 88 18973
Frog 174 104967 88 18974
Frog 175 104968 88 18975
Frog 176 104969 88 18976
Frog 177 104970 88 18977
Frog 178 104971 88 18978
Frog 179 104972 88 18979
Frog 180 104973 88 18980
Frog 181 104974 88 18981
Frog 182 104975 88 18982
Frog 183 104976 88 18983
Frog 184 104977 88 18984
Frog 195 104988 88 18995
Frog 196 104989 88 18996
Frog 197 104990 88 18997
Frog 198 104991 88 18998
Frog 199 104992 88 18999
Frog 200 104993 88 19000
Frog 202 104995 88 19002
Frog 203 104996 88 19003
Frog 204 104997 88 19004
Frog 205 104998 88 19005
Frog 206 104999 88 19006
Frog 207 105000 88 19007
Frog 208 105001 88 19008
Frog 209 105002 88 19009
A-7
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 210 105003 88 19010
Frog 211 105004 88 19011.
Frog 212 105005 88 19012
Frog 213 105006 88 19013
Frog 214 105007 88 19014
Frog 215 105008 88 19015
Frog 216 105009 88 19016
Frog 217 105010 88 19017
Frog 218 105011 88 19018
Frog 219 105012 88 19019
Frog 220 105013 88 19020
Frog 221 105014 88 19021
Frog 222 105015 88 19022
Frog 223 105016 88 19023
Frog 224 105017 88 19024
Frog 225 105018 88 19025
Frog 226 105019 88 19026
Frog 227 105020 88 19027
Frog 228 105021 88 19028
Frog 229 105022 88 19029
Frog 230 105023 88 19030
Frog 231 105024 88 19031
Frog 232 105025 88 19032
Frog 233 105026 88 19033
Frog 234 105027 88 19034
Frog 235 105028 88 19035
Frog 236 105029 88 19036
Frog 237 105030 88 19037
Frog 238 105031 88 19038
Frog 239 105032 88 19039
A-8
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 240 105033 88 19040
Frog 241 105034 88 19041
Frog 242 105035 88 19042
Frog 243 105036 88 19043
Frog 244 105037 88 19044
Frog 245 105038 88 19045
Frog 246 105039 88 19046
Frog 247 105040 88 19047
Frog 248 105041 88 19048
Frog 252 105913 88 19861
Frog 253 105914 88 19862
Frog 254 105915 88 19863
Frog 255 105916 88 19864
Frog 307 107254 88 20957
Frog 308 107255 88 20958
Frog 309 107256 88 20959
Frog 310 107257 88 20960
Frog 311 107258 88 20961
Frog 312 107259 88 20962
Frog 313 107260 88 20963
Frog 314 107261 88 20964
Frog 315 107262 88 20965
Frog 316 107263 88 20966
Frog 318 107265 88 20968
Frog 320 107267 88 20970
Frog 322 107269 88 20972
Frog 324 107271 88 20974
Frog 326 107273 88 20976
Frog 328 107275 88 20978
Frog 330 107277 88 20980
A-9
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 332 107279 88 20982
Frog 334 107281 88 20984
Frog 336 107283 88 20986
Frog 338 107285 88 20988
Frog 340 107287 88 20990
Frog 469 107416 88 21119
Frog 649 107597 88 21299
Frog 650 107598 88 21300
Frog 651 107599 88 21301
Frog 652 107600 88 21302
Frog 653 107601 88 21303
Frog 654 107602 88 21304
Frog 655 107603 88 21305
Frog 656 107604 88 21306
Frog 657 107605 88 21307
Frog 658 107606 88 21308
Frog 679 107627 88 21329
Frog 680 107628 88 21330
Frog 681 107629 88 21331
Frog 682 107630 88 21332
Frog 683 107631 88 21333
Frog 684 107632 88 21334
Frog 685 107633 88 21335
Frog 686 107634 88 21336
Frog 687 107635 88 21337
Frog 688 107636 88 21338
Frog 689 107637 88 21339
Frog 691 107639 88 21341
Frog 693 107641 88 21343
Frog 707 107655 88 21357
A-10
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 708 107656 88 21358
Frog 709 107657 88 21359
Frog 710 107658 88 21360
Frog 711 107659 88 21361
Frog 712 107660 88 21362
Frog 713 107661 88 21363
Frog 751 107699 88 21401
Frog 752 107700 88 21402
Frog 753 107701 88 21403
Frog 754 107702 88 21404
Frog 755 107703 88 21405
Frog 756 107704 88 21406
Frog 757 107705 88 21407
Frog 758 107706 88 21408
Frog 759 107707 88 21409
Frog 760 107708 88 21410
Frog 761 107709 88 21411
Frog 762 107710 88 21412
Frog 763 107711 88 21413
Frog 764 107712 88 21414
Frog 765 107713 88 21415
Frog 766 107714 88 21416
Frog 767 107715 88 21417
Frog 768 107716 88 21418.
Frog 769 107717 88 21419
Frog 770 107718 88 21420
Frog 771 107719 88 21421
Frog 772 107720 88 21422
Frog 773 107721 88 21423
Frog 774 107722 88 21424
A-11
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 775 107723 88 21425
Frog 776 107724 88 21426
Frog 777 107725 88 21427
Frog 778 107726 88 21428
Frog 779 107727 88 21429
Frog 780 107728 88 21430
Frog 781 107729 88 21431
Frog 782 107730 88 21432
Frog 783 107731 88 21433
Frog 784 107732 88 21434
Frog 785 107733 88 21435
Frog 786 107734 88 21436
Frog 787 107735 88 21437
Frog 788 107736 88 21438
Frog 789 107737 88 21439
Frog 790 107738 88 21440
Frog 791 107739 88 21441
Frog 792 107740 88 21442
Frog 793 107741 88 21443
Frog 794 107742 88 21444
Frog 795 107743 88 21445
Frog 796 107744 88 21446
Frog 956 107904 88 21606
Frog 957 107905 88 21607
Frog 958 107906 88 21608
Frog 959 107907 88 21609
Frog 960 107908 88 21610
Frog 961 107909 88 21611
Frog 962 107910 88 21612
Frog 963 107911 88 21613
A-12
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 964 107912 88 21614
Frog 965 107913 88 21615
Frog 966 107914 88 21616
Frog 967 107915 88 21617
Frog 968 107916 88 21618
Frog 969 107917 88 21619
Frog 970 107918 88 21620
Frog 971 107919 88 21621
Frog 972 107920 88 21622
Frog 973 107921 88 21623
Frog 974 107922 88 21624
Frog 975 107923 88 21625
Frog 976 107924 88 21626
Frog 977 107925 88 21627
Frog 978 107926 88 21628
Frog 979 107927 88 21629
Frog 980 107928 88 21630
Frog 981 107929 88 21631
Frog 1040 121899 89 35729
Frog 1042 121901 89 35731
Frog 1044 121903 89 35733
Frog 1046 121905 89 35735
Frog 1048 121907 89 35737
Frog 1069 121928 89 35758
Frog 1070 121929 89 35759
Frog 1071 121930 89 35760
Frog 1071A 145857 93 2994
Frog 1072 121931 89 35761
Frog 1072A 145858 93 2993
Frog 1091 121950 89 35780
A-13
EXHIBIT A
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 1092 121951 89 35781
Frog 1093 121952 89 35782
Frog 1094 121953 89 35783
Frog 1095 121954 89 35784
Frog 1096 121955 89 35785
Frog 1097 121956 89 35786
Frog 1098 121957 89 35787
Frog 1099 121958 89 35788
Frog 1100 121959 89 35789
Frog 1101 121960 89 35790
Frog 1102 121961 89 35791
Frog 1103 121962 89 35792
Frog 1104 121963 89 35793
Frog 1106 121965 89 35795
Frog 1108 121967 89 35797
Frog 1110 121969 89 35799
Frog 1112 121971 89 35801
Frog 1158 122017 89 35847
Frog 1159 122018 89 35848
Frog 1160 122019 89 35849
Frog 1161 122020 89 35850
Frog 1162 122021 89 35851
Frog 1163 122022 89 35852
Frog 1164 122023 89 35853
Frog 1241 123658 89 37374
Frog 1242 123659 89 37375
Frog 1243 123660 89 37376
Frog 1274 126212 89 39556
Frog 1275 126213 89 39557
Frog 1276 126214 89 39558
Frog 1277 126215 89 39559
A-14
EXHIBIT A
III. The following unpatented lode mining claims located in Sections 7, 8, 17,
and 18, T 22 S - R 44 E, WM, in Malheur County, Oregon:
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Poison Spring - 1A 146318 93 6060
Poison Spring - 3A 146319 93 6061
Poison Spring - 5A 146320 93 6062
Poison Spring - 6A 146321 93 6063
Poison Spring - 7A 146322 93 6064
Poison Spring - 8A 146323 93 6065
Poison Spring - 9A 146324 93 6066
Poison Spring - 11A 146325 93 6067
Poison Spring - 14A 146326 93 6068
Poison Spring - 18A 146327 93 6069
Poison Spring - 22A 146328 93 6070
Poison Spring - 26A 146329 93 6071
Poison Spring - 27A 146330 93 6072
Poison Spring - 38A 146331 93 6073
IV. State of Oregon Water Permit Application #G-1 1847 / Permit #G-10994
A-15
EXHIBIT B
I. The following unpatented lode and placer mining claims and fee lands
subject to that certain Mining Lease and Option to Purchase dated September 11,
1989 between John J. Bishop and Henry F. Bishop, dba Bishop Brothers, Eileen
Bishop, Judy Bishop, John J. Bishop, Jr., Anna Mae Wineburger, aka Anna Mae
Hovis, Suzie Bishop, and Chris Bishop, and Atlas Precious Metals Inc., as
amended July 2, 1991, and July 8, 1997 and located in Sections 11 - 14, T 22 S -
R 43 E, WM, in Malheur County, Oregon:
BLM MALHEUR COUNTY
PLACER CLAIM NAME ORMC # BOOK PAGE
- ----------------- ------ ---- -----
BISHOP 1 116169 89 31685
BISHOP 2 116170 89 31686
BISHOP 3 116171 89 31687
BISHOP 4 116172 89 31688
BISHOP 5 116173 89 31689
BISHOP 5 RELOCATED 125516 89 38758
BLM MALHEUR COUNTY
LODE CLAIM NAME ORMC # BOOK PAGE
- --------------- ------ ---- -----
Frog 1244 125180 89 38519
Frog 1245, as amended 125181 91 930
Frog 1246 125182 89 38521
Frog 1247 125183 89 38522
Frog 1248 125184 89 38523
Frog 1249 125185 89 38524
Frog 1250 125186 89 38525
Frog 1251 125187 89 38526
Frog 1252 125188 89 38527
Frog 1253 125189 89 38528
Frog 1254 125190 89 38529
Frog 1255 125191 89 38530
Frog 1256 125192 89 38531
Frog 1257 125193 89 38532
Frog 1258 125194 89 38533
Frog 1259 125195 89 38534
Frog 1260 125196 89 38535
Frog 1261 125197 89 38536
Frog 1262 125198 89 38537
Frog 1263 125199 89 38538
B-1
EXHIBIT B
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Frog 1264 125200 89 38539
Frog 1265 125201 89 38540
Frog 1266 125202 89 38541
Frog 1267 125203 89 38542
Frog 1268 125204 89 38543
Frog 1269 125205 89 38544
Frog 1270 125206 89 38545
Frog 1271 125207 89 38546
Frog 1272 125208 89 38547
Frog 1273 125209 89 38548
Those certain fee lands located in T 22 S - R 43 E, WM, in Malheur County,
Oregon:
Section 11: S 1/2 (surface only)
Section 12: W 1/2SW 1/4 (surface only)
Section 13: NW 1/4SW 1/4, W 1/2NW1/4 (surface and minerals)
Section 14: E 1/2 SE 1/4, SW 1/4 SE 1/44(surface and minerals)
N 1/2, NW 1/4SE 1/4 (surface only)
Section 15: S 1/2SE 1/4 (surface only)
Il. The following fee lands subject to that certain Mining Lease and Option to
Purchase dated September 11, 1989 between John J. Bishop and Henry F. Bishop,
dba Bishop Brothers, Ann Schlupe, and Frank B. Bishop, located in T 22 S R 43 E,
WM, in Malheur County, Oregon:
Section 12: SE 1/4 SW 1/4 (minerals only)
Section 13: NE 1/4NW 1/4 (minerals only)
III. The following unpatented lode mining claims subject to that certain Mining
Lease and Option to Purchase dated March 5, 1986, between Sherry & Yates, Inc.
and Atlas Precious Metals Inc., as amended July 25, 1991, and located in
Sections 7, 8, 17, and 18, T 22 S - R 44 E, WM, in Malheur County, Oregon:
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Poison Springs # 1 74965 84 121750
Poison Springs # 2 74966 84 121751
Poison Springs # 3 74967 84 121752
Poison Springs # 4 74968 84 121753
Poison Springs # 5 74969 84 121754
B-2
EXHIBIT B
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Poison Springs # 6 74970 84 121755
Poison Springs # 7 74971 84 121756
Poison Springs # 8 74972 84 121757
Poison Springs # 9 74973 84 121758
Poison Springs # 10 74974 84 121759
Poison Springs # 11 74975 84 121760
Poison Springs # 12 74976 84 121761
Poison Springs # 13 74977 84 121762
Poison Springs # 14 74978 84 121763
Poison Springs # 15 74979 84 121764
Poison Springs 16, as amended 74980 90 1364
Poison Springs 16A 127904 90 1362
Poison Springs 17, as amended 74981 90 1365
Poison Springs 17A 127905 90 1363
Poison Springs # 18 74982 84 121767
Poison Springs 19, as amended 74983 90 6119
Poison Springs 20, as amended 74984 90 6120
Poison Springs 21, as amended 74985 90 6121
Poison Springs # 22 74986 84 121771
Poison Springs 23, as amended 74987 88 22375
Poison Springs 24, as amended 74988 90 6122
Poison Springs 25, as amended 74989 90 6123
Poison Springs # 26 74990 84 121775
Poison Springs # 27 74991 84 121776
Poison Springs # 28 74992 84 121777
Poison Springs 29, as amended 74993 90 6124
Poison Springs 30, as amended 74994 90 6125
Poison Springs 31, as amended 74995 90 6126
Poison Springs # 32 74996 84 121781
Poison Springs 33, as amended 82452 90 6127
B-3
EXHIBIT B
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Poison Springs 34, as amended 82453 90 6128
Poison Springs 35, as amended 82454 90 6129
Poison Springs 36, as amended 82455 88 22384
Poison Springs 37, as amended 82456 90 6130
Poison Springs#38, as amended 82457 86 2207
IV. The following unpatented lode mining claims subject to that certain Mining
Lease and Agreement effective November 7, 1988 between Whelan's Mining and
Exploration, Inc. and Atlas Precious Metals Inc. as amended October 18, 1996,
and located in Section 5, T 22 S -R 44 E, WM, in Malheur County, Oregon:
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
GM - 1 81293 85 126168
GM - 2 81294 85 126169
GM - 3 81295 85 126170
GM - 4 81296 85 126171
GM - 5 81297 85 126172
GM - 6 81298 85 126173
GM - 7 81299 85 126174
GM - 8 81300 85 126175
GM - 9 81301 85 126176
GM- 10 81302 85 126177
V. The following unpatented lode mining claims subject to that certain Mining
Lease dated March 3, 1989 between Martha G. Cook, David C. Gross, Murray Morris,
and Robert C. Wolgamott and Atlas Precious Metals Inc. as amended February 11,
1997, and that certain Mining Lease dated June 10, 1989 between Donald L.
Nickich and Atlas Precious Metals Inc., as amended and located in Sections 1 and
12, T 22 S -R 43 E, and in Sections 5 - 8, T 22 S - R 44 E, WM, in Malheur
County, Oregon:
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Quartz #1, as amended 37336 88 20057
Quartz #2, as amended 37337 88 20058
Quartz #3, as amended 37338 88 20059
Quartz #4, as amended 37339 88 20060
Quartz #5, as amended 37340 88 20061
B-4
EXHIBIT B
BLM MALHEUR COUNTY
CLAIM NAME ORMC # BOOK PAGE
- ---------- ------ ---- -----
Quartz #6, as amended 37341 88 20062
Quartz #7, as amended 37342 88 20063
Quartz #8, as amended 37343 88 20064
Quartz #9, as amended 39495 88 20065
Quartz#10, as amended 37345 88 20066
Quartz#11, as amended 37346 88 20067
Quartz#12, as amended 37347 88 20068
Quartz#13, as amended 37348 88 20069
Quartz#14, as amended 37349 88 20070
Quartz#15, as amended 37350 88 20071
Quartz#16, as amended 37351 88 20072
Quartz#17, as amended 37352 88 20073
Quartz#18, as amended 37353 88 20074
Quartz#19, as amended 39114 88 20075
Quartz#20, as amended 39115 88 20076
Quartz#21, as amended 39116 88 20077
Quartz#22, as amended 39117 88 20078
Quartz#23, as amended 39118 88 20079
Quartz#24, as amended 39119 88 20080
Quartz#25, as amended 43771 88 20081
Quartz#26, as amended 43772 88 20082
Quartz#27, as amended 43773 88 20083
Quartz#28, as amended 43774 88 20085
Quartz#29, as amended 43775 88 20084
Quartz No. 30 76749 84 122581
Quartz#31 76750 84 122584
Quartz#32, as amended 76751 88 20086
Quartz#33 106700 88 20087
VI. State of Oregon Mineral Prospecting Permit # 1175 9:
T 21 S - R 44 E, WM, Section 36
T 22 S - R 44 E, WM, Section 16
B-5