Exhibit 10.4
OPTION TO PURCHASE
OWNER'S INTEREST IN MINING PROPERTY
THIS OPTION TO PURCHASE OWNER'S INTEREST IN MINING PROPERTY (the
"Agreement") is entered into this 15th day of June, 2004 by and between F. W.
LEWIS, INC., a Nevada corporation, located at 1090 Monitor Drive, Reno, Nevada
89512 ("Lewis"); and GREAT AMERICAN MINERALS, INC., a Nevada corporation, whose
address is 9051 South 1075 West, Suite B301, West Jordan, Utah 84088 ("Great
American").
RECITALS
A. Lewis owns the Lewis Mine situated in Humboldt and Pershing
Counties, Nevada and more particularly described in Exhibit A attached hereto
and incorporated herein (the "Lewis Mine").
B. The Lewis Mine is subject to a "Mining Lease" dated January 1, 1983
between Frank W. Lewis as Lessor and the Standard Slag Corp. as Lessee. The
Mining Lease has been transferred through various conveyances to the present
holders, Hycroft Lewis, Inc. and Vista Gold Corp. (collectively "Vista"). The
Mining Lease, any amendments thereto, and all conveyances affecting the Mining
Lease shall be referred to collectively as the "Vista Lease."
C. Great American wishes to obtain the exclusive right and option to
acquire Lewis' interests under the Vista Lease, which include (but are not
limited to) the right to receive lease payments and production royalties, Lewis'
ownership interest in the Lewis
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Mine, Lewis' reversionary interest in the Lewis Mine, and the various
contractual obligations owed by Vista to Lewis under the Vista Lease. These
rights shall be referred to collectively as the "Leasehold Rights."
NOW THEREFORE, the parties agree as follows:
SECTION ONE
Option to Purchase
1.1 Initial Option. Lewis grants to Great American the exclusive option
to undertake due diligence and other studies with respect to the Lewis Mine (the
"Initial Option"). The Initial Option shall have a term of two (2) months
commencing on June 15, 2004 and ending at midnight on August 14, 2004. During
the Initial Option, Great American shall have the right to conduct such inquires
and investigations as it deems appropriate regarding title, mineral potential,
environmental factors, and other issues affecting the Lewis Mine.
In consideration of the Initial Option, Great American has paid Lewis
the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00), receipt of which is
hereby acknowledged by Lewis. This Initial Option payment shall be applied to
the purchase price in the event that Great American proceeds with this Agreement
in accordance with Section 1.2 below.
1.2 Extended Option Period. On or before August 15, 2004, Great
American may elect to enter into an extended option (the "Extended Option") to
purchase the Leasehold Rights from Lewis. The Extended Option shall have a
period of two (2) years,
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commencing on August 15, 2004 (the "Effective Date") and ending at midnight on
August 14, 2006.
During the term of the Extended Option, and until Great American
exercises its option to purchase pursuant to Section 1.3 below, Great American
shall make the following option payments to Lewis:
a. Great America shall pay the sum of TWO HUNDRED FIFTY THOUSAND
DOLLARS ($250,000.00) to Lewis on or before August 15, 2004 to main tain the
Extended Option in effect for a period of six (6) months.
b. Thereafter, Great American shall make option payments to Lewis in
accordance with the schedule below. Each $250,000.00 payment shall maintain
the Extended Option for the ensuing six (6) months:
Date of Payment Amount of Option Payment
--------------- ------------------------
February 15, 2005 $250,000.00
August 15, 2005 $250,000.00
February 15, 2006 $250,000.00
All of the option payments made pursuant to Sections 1.1 and 1.2 shall
be applied to the purchase price.
1.3 Exercise of Option. At any time on or before August 15, 2006, Great
American may exercise its option to purchase the Leasehold Rights (the "Option
to Purchase") by giving written notice to Lewis as provided in this Agreement.
The purchase price for the Leasehold Rights shall be SEVEN MILLION FIVE HUNDRED
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THOUSAND DOLLARS ($7,500,000.00), less the option payments made pursuant to
Sections 1.1 and 1.2 above. The Option to Purchase will be deemed to have been
exercised on the date that Great American transmits to Lewis a written notice of
exercise of the Option to Purchase. Upon receipt of such notice, Lewis and Great
American shall set a closing date, which shall in no event be later than thirty
(30) days from the receipt of such notice.
1.4 Work Commitment. In addition to the option payments described in
Sections 1.1 and 1.2 above, Great American shall commit to undertake TWO HUNDRED
FIFTY THOUSAND DOLLARS ($250,000.00) in evaluating the Lewis Mine during each
year following the Effective Date ("Expenditures"). These Expenditures are
intended to assist Great American in evaluating the title and mineral potential
of the Lewis Mine. In the event that Great American does not fulfill its work
obligation during a contract year (i.e., each twelve-month period following the
Effective Date), it will pay the difference between its actual Expenditures and
$250,000.00 to Lewis within fifteen (15) days following the end of each contract
year. Excess Expenditures from one contract year shall be carried forward and
credited against the amount of any and all Expenditures due during the next
contract year.
Expenditures toward the work obligation shall not include off-site
corporate costs, corporate legal fees, accounting fees, officers' salaries, or
promotional expenses of any kind. However, to the extent that corporate officers
are qualified to provide geological or mining-related services, their salaries,
pro-rated to account for time spent for benefit of
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the Lewis Mine, shall qualify as Expenditures. Geological or engineering work
done off-site for the benefit of the Lewis Mine shall also be included as
Expenditures.
In the event that Great American undertakes exploration drilling on the
Lewis Mine with the permission of and in coordination with Vista, Great American
shall first enter into a separate agreement with Lewis regarding assay
requirements, survey of drill holes, delivery of data, and delivery of core and
drill samples.
SECTION TWO
Obligations during Option Period
2.1 Right of Evaluation. Upon execution of this Agreement, Great
American shall have the right to evaluate the Lewis Mine in order to determine
whether to exercise the Option. However, such evaluation shall proceed in
accordance with (1) those rights reserved or granted to Lewis under the Vista
Lease and (2) such rights as Great American may negotiate directly with Vista.
2.2 Environmental Evaluation. Great American has completed an
environmental evaluation of the Lewis Mine and accepts the Lewis Mine in its
current environmental condition. In the event Great American exercises its
Option, Great American shall assume all of Lewis' environmental reclamation and
clean-up liabilities which are not covered by the Vista Lease, including
environmental conditions that pre-dates the Effective Date of this Agreement.
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Great American shall reclaim any disturbance, including drilling,
created by its activities under this Agreement in accordance with applicable
rules and regulations of the appropriate state and federal agencies.
2.3 Data. Upon execution of this Agreement Lewis shall make available
for copying by Great American all maps, deeds, and other documents pertaining to
the title, boundaries, prior work, production history, and similar material
associated with the Lewis Mine which Great American requests and which are in
Lewis' possession (but subject to the warranty disclaimers of Sections 4.3 and
4.4 below). All copies shall be made at Great American's expense.
2.4 Area of Interest. Should Great American locate any fractional
claims ("Fractional Claims") within the perimeter of the claims comprising the
Lewis Mine, the Fractional Claims shall be located in the name of Lewis, and
Lewis hereby appoints Great American as its agent to perform such claim staking.
The Fractional Claims shall become part of the Lewis Mine, subject to all terms
and conditions of this Agreement. Lewis and Great American shall execute such
additional agreements as necessary to document the addition of the Fractional
Claims to this Agreement. Further, all Fractional Claims and any claims located
by Great American or anyone under its control within two (2) miles of the
present Lewis boundary shall be located in the name of Lewis and shall be
subject to the Vista Lease.
2.5 Conduct of Work. Great American shall perform its activities under
this Agreement in accordance with all applicable laws and regulations, including
those relating
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to environmental reclamation and clean-up, and in compliance with applicable
workers' compensation laws of the State of Nevada.
2.6 Liability and Insurance. During the term of this Agreement and
after exercise of the Purchase Option, Great American shall indemnify and hold
Lewis harmless from any claims, demands, liabilities or liens arising out of
Great American's activities on the Lewis Mine, unless arising from the sole
negligence of Lewis. During the term of this Agreement, Great American shall
obtain and carry a policy of public liability insurance in the amount of at
least ONE MILLION DOLLARS ($1,000,000) for personal injury and ONE HUNDRED
THOUSAND DOLLARS ($100,000) for property damage, protecting Lewis against any
claims for injury to persons or damage to the Lewis Mine resulting from Great
American's activities under this Agreement. The insurance policy shall name
Lewis as an additional insured and evidence of such shall be delivered to Lewis
within thirty (30) days of the Effective Date of this Agreement.
2.7 Liens. Great American shall keep the Lewis Mine free and clear from
any and all mechanics' or laborers' liens arising from labor performed on, or
material furnished to the Lewis Mine at Great American's request. However, a
lien on the Lewis Mine shall not constitute a default if Great American, in good
faith, disputes the validity of the claim, in which case the existence of the
lien shall constitute a default thirty (30) days after the validity of the lien
has been adjudicated adversely to Great American. Lewis shall record a Notice of
Non-Responsibility on behalf of Lewis in accordance with applicable law.
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2.8 Assignment. Prior to exercising the Purchase Option, Great
American may license, sell, assign, sublease or joint venture ("Transfer") this
Agreement or interests therein to another party ("Transferee") only upon the
occurrence of all of the following:
a. Payment to Lewis of ten percent (10%) of any fees or payments
received by Great American for the Transfer, except in the case of transfer to a
wholly-owned subsidiary or affiliate of Great American, as the case may be;
b. Approval by Lewis of the mining expertise of the Transferee; and
c. Approval by Lewis of the fiscal responsibility of the Transferee.
Notwithstanding anything herein to the contrary, no Transfer of the
Lewis Mine shall relieve Great American of its responsibility for performance of
all obligations under this Agreement. Great American and each Transferee shall
be jointly and severally liable for the performance of all obligations hereunder
of Great American.
In the event Lewis determines that the expertise or fiscal
responsibility of the Transferee does not meet acceptable commercial standards,
Lewis may withhold approval of the Transfer and such Transfer shall be void. It
is understood between the parties that the payment to Lewis of a portion of the
payments received by Great American for the Transfer shall not constitute a
penalty for Transfer, but shall constitute payment to Lewis for investigation of
the professional expertise and financial trustworthiness of the proposed
Transferee.
Prior to exercise of the Purchase Option, no Transfer shall be effected
without full compliance with the provisions of this Section, including the
written consent of Lewis.
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After exercise of the Purchase Option, Great American may Transfer any
and all interest in the Leasehold Rights without approval or restriction or
payment to Lewis.
2.9 Installation of Equipment. During the term of this Agreement, Great
Ameri can may install, maintain, replace, and remove any and all machinery,
equipment, tools and facilities ("Equipment") which it places on the Lewis Mine
to use in connection with its evaluation activities under the Agreement or other
activities after exercise of the Extended Option. In the event Great American
does not exercise the Option to Purchase, upon termination of this Agreement for
any reason Great American shall have a period of thirty (30) days following such
termination during which it shall remove all of the Equipment at its sole cost
and expense.
2.10 Acquisition of Permits. Great American shall acquire all federal,
state and local permits required for its activities under this Agreement,
including without limitation those pertaining to reclamation and the posting of
a reclamation bond, as may be required by law.
Great American shall simultaneously deliver to Lewis copies of all
permit applications filed with regulatory agencies pertaining to the Lewis Mine
or its operations hereunder. Great American shall, promptly upon their receipt,
deliver to Lewis copies of all permits, amendments, and modifications issued for
the Lewis Mine or its operations hereunder.
2.11 Inspection of Lewis Mine. Lewis, or its authorized agents or
representa- lives, shall be permitted to enter the Lewis Mine at all reasonable
times for the purpose
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of inspection, surveying and sampling, but shall enter the Lewis Mine at their
own risk and so as not to unreasonably hinder the operations of Great American.
Lewis shall give reasonable notice before any visit and shall indemnify and hold
Great American harmless from any damage, claim or demand by reason of injury to
Lewis or its agents or representatives, including death or damage to or
destruction of any property of Lewis or said agents or representative while on
the Lewis Mine or the approaches thereto.
2.12 Taxes. Great American shall pay all taxes levied or assessed
against any improvements placed on the Lewis Mine by Great American. Lewis shall
provide promptly to Great American copies of all documents relating to such
taxes. Great American may take such action, at its expense, as it deems proper
to obtain a reduction or refund of taxes paid or payable by it, and Lewis shall
cooperate in such action, including but not limited to allowing such action to
be taken and prosecuted in Lewis' name. In the event Great American does not
exercise the Option to Purchase, upon termination of this Agreement, taxes shall
be apportioned between Lewis and Great American on a calendar year basis for the
remaining portion of the calendar year. Lewis shall not be liable for taxes on
any Equipment placed on the Lewis Mine under this Agreement.
SECTION THREE
Default and Termination
3.1 Termination. Subject to the other terms of this Agreement, Great
American shall have the right to terminate this Agreement at its sole discretion
at any time after paying the Option payments described in Section 1. 2(b) and by
satisfying the first year's
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work commitment described in Section 1.4. Upon termination Lewis shall retain
all payments previously made and this Agreement shall cease and terminate.
Within thirty (30) days after termination, Great American shall provide to Lewis
all Data developed by Great American with respect to the Lewis Mine. To the
extent practical all Data shall be provided in electronic format as well as hard
copy. Great American makes no representation or warranty, express or implied of
any kind or nature whatsoever with respect to the accuracy or reliability of the
Data. Termination by Great American shall be effective as of the date Great
American transmits to Lewis a written notice of termination and a quitclaim deed
conveying to Lewis all of Great American's right, title and interest in the
Lewis Mine and to any additional claims located pursuant to Section 2.3.
At the time of executing this Agreement, Great American shall sign and
deliver a Quitclaim Deed to Lewis relinquishing all of Great American's right,
title, and interest in the Leasehold Rights. The Agreement shall be held in
trust by Richard W. Harris, Esq., and shall be released and recorded in the
event of termination or an unremedied default pursuant to this Section 3.
3.2 Default. Prior to exercise of the Option to Purchase or termination
by Great American, if Great American fails to perform its obligations under this
Agreement, and in particular fails to make any payment due Lewis hereunder,
Lewis may declare Great American in default by giving Great American written
notice specifying the obligation(s) which Great American has failed to perform.
If Great American fails to remedy a default
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in payment within fifteen (15) days of receiving notice of such default, or has
not begun to cure any other default within thirty (30) days and thereafter
diligently prosecute such action to completion, Lewis may terminate this
Agreement and Great American shall peaceably surrender possession of the
Leasehold Rights to Lewis. However, if Great American disputes in writing that
any default has occurred, the matter shall be determined by litigation in a
court of competent jurisdiction. If Great American is found to be in default
hereunder, Great American shall have a reasonable time to cure such default, and
if so cured, Lewis shall have no right to terminate this Agreement by reason of
such default. Great American shall promptly respond in writing to any notice of
default served on Great American, either by curing the default or providing a
written explanation as to why, in Great American's opinion, a condition of
default does not exist.
3.3 Obligations Following Termination. In the event of any termination
of this Agreement, except a termination under Section 4.6 hereof, Great American
shall surrender possession of the Leasehold Rights to Lewis. In the event of any
termination of this Agreement, Great American shall have no further liability or
obligations under this Agreement, except for any obligations: (1) to pay its
apportioned share of taxes as provided in Section 2.12 hereof, (2) to pay any
payments owed to Lewis upon the effective date of termination, (3) to remove
Equipment as provided in Section 2.8 hereof, (4) to fulfill its reclamation
obligations pursuant to Section 2.1 hereof, and (5) to satisfy any other accrued
obligations or liabilities imposed by this Agreement or by operation of law.
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SECTION FOUR
Miscellaneous Provisions
The following miscellaneous provisions shall apply to all parts of this
Agreement.
4.1 Notices. All notices to Great American or Lewis shall be in writing
and may be delivered or sent by Federal Express, or similar overnight delivery
service, or certified or registered mail, return receipt requested, to the
addresses below, and such notices shall be deemed effective: if by (1) Federal
Express, or similar overnight delivery service, the day after it is deposited
with such service, postage prepaid; or (2) by certified or registered U. S.
mail, the date it is received or three (3) days after deposited, postage
prepaid, whichever first occurs. Notice of any change in address shall be given
in the same manner.
TO LEWIS: F. W. Lewis, Inc.
1090 Monitor
Reno, NV 89512
TO GREAT AMERICAN: Great American Minerals, Inc.
9051 South 1075 West, Suite B301
West Jordan, Utah 54088
4.2 Payments in U. S. Currency. All payments shall be made in U. S.
currency by check or wire transfer of immediately available funds, payable to
Lewis at the address above.
4.3 Title. Lewis represents and warrants that the Lewis Mine is not, by
any act or instrument of Lewis, nor to Lewis' knowledge as to any act or
instrument of any other party, subject to (1) any prior existing agreement,
encumbrance, burden or restriction; (2)
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any liens and encumbrances and other adverse claims by third parties or (3) any
royalties, overriding royalties, net profits interests, or payments on
production, but subject to the Vista Lease.
Great American will take title to the Lewis Mine in reliance upon Great
American's own investigation of Lewis' title. Great American further agrees
there shall be no recourse against Lewis by suit, setoff, recoupment, or
otherwise in the event of any title deficiencies which result in litigation or
loss of any of the Leasehold Rights.
4.4 No Warranties or Representations as to Value. From time to time,
Lewis and other parties have prepared estimates of cash flow and mineral value
with respect to portions of the Lewis Mine. This information shall be made
available to Great American following execution of this Agreement.
WITH RESPECT TO SUCH INFORMATION AND DATA, GREAT AMERICAN ACKNOWLEDGES
AND AGREES, AS A CONDITION OF THIS AGREEMENT, THAT:
A. LEWIS MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER AS TO THE
COMPLETENESS OR ACCURACY OF THE INFORMATION AND DATA PERTAINING TO THE LEWIS
MINE AND PERSONAL PROPERTY.
B. GREAT AMERICAN AND ANY THIRD PARTIES SHALL MAKE THEIR OWN
INDEPENDENT ASSESSMENT AND EVALUATION
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REGARDING ASSAYS, ORE VALUES, ECONOMIC PROJECTIONS REGARDING THE LEWIS MINE AND
PERSONAL PROPERTY.
C. GREAT AMERICAN AND ANY THIRD PARTIES SHALL NOT RELY UPON INFORMATION
SUPPLIED BY LEWIS OR AVAILABLE IN THE LEWIS FILES.
D. ANY INFORMATION FURNISHED BY GREAT AMERICAN TO THIRD PARTIES,
INCLUDING PROSPECTIVE INVESTORS AND STOCK EXCHANGES, SHALL INCLUDE THE FOLLOWING
EXPRESS LIMITATION WITH REGARD TO LEWIS, WHICH SHALL BE IN THE FORM OF A SHEET
ATTACHED TO EACH DOCUMENT, MAP, ASSAY REPORT, AND OTHER INFORMATION:
CAUTION: THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE ANY
REPRESENTATION OF ECONOMIC VALUE OR DEVELOPMENT POTENTIAL BY F. W.
LEWIS, INC., FRANK W. LEWIS, SHARON LEWIS, OR THE SF LEWIS TRUST.
E. GREAT AMERICAN WILL DEFEND, INDEMNIFY, AND HOLD LEWIS HARMLESS FROM
ANY CLAIMS, DEMAND, OR LIABILITIES ARISING FROM USE OF THE INFORMATION.
4.5 Bankruptcy of Great American. In the event the business or assets
of Great American are taken over by an assignee for the benefit of creditors or
by a receiver or other court custodian and remains unreleased for twenty (20)
days, Lewis may, at its option, terminate this Agreement.
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4.6 Abandonment. After exercise of the Option to Purchase, if Great
American decides to abandon the Leasehold Rights or any other interest in the
Lewis Mine it shall offer, at least ninety (90) days prior to such abandonment,
to quitclaim its interest in the Leasehold Rights or other interest in the Lewis
Mine to Lewis, free and clear of any cost. Lewis shall have a period of thirty
(30) days after such notice to elect to accept the quitclaim to the Leasehold
Rights or the Lewis Mine. Such election to accept the Leasehold Rights or the
Lewis Mine will be indicated by Lewis recording the deed. In the event Lewis
does not make such an election, this Agreement shall terminate and Great
American shall be free to abandon the Leasehold Rights or the Lewis Mine, at its
sole discretion.
4.7 Binding Effect. This Agreement shall inure to the benefit of, and
be binding upon, the parties hereto, their respective successors and assigns.
4.8 Applicable Law. The terms and provisions of this Agreement shall
be governed by and interpreted in accordance with the laws of the State of
Nevada applicable to agreements made and to be performed wholly within
such
State. With respect to any litigation proceedings arising between the parties
under this Agreement or relating to the Leasehold Rights or the Lewis Mine, the
parties each irrevocably submit to the exclusive jurisdiction of either the
Second Judicial District Court for the State of Nevada, in Reno, Nevada, or the
United States District Court for the District of Nevada, in Reno, Nevada. Each
party waives any claim that such proceedings have been brought in an
inconvenient forum and further waives the right to object, with respect to such
proceedings, that such
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courts do not have personal jurisdiction over such party; provided, however,
that neither party waives the right to seek the removal of any proceeding
initiated in the Second Judicial District Court for the State of Nevada to the
United States District Court for the District of Nevada. The parties may conduct
discovery pursuant to the Nevada Rules of Civil Procedure or the Federal Rules
of Civil Procedure and any other applicable local rules, as applicable. The
parties may elect to resolve their dispute by arbitration, in which case the
arbitration proceedings shall be governed by the rules of the American
Arbitration Association, or otherwise as the parties shall mutually agree.
4.9 Attorney Fees and Costs. Should any litigation arise out of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees
and court costs, in addition to any other relief the court may grant.
4.10 Entire Agreement. This Agreement terminates and replaces all prior
agree ments, either written, oral or implied between the parties hereto, and
constitutes the entire agreement between the parties. More particularly, this
Agreement supercedes and replaces the previously executed "Option Agreement"
dated July 1, 2003 and any other agreement between the parties. The parties
acknowledge and agree that the 2003 Option Agreement shall be declared void from
its inception and shall have no legal force or effect.
4.11 Memorandum of Agreement. The parties hereto agree to execute a
memor andum of this Agreement, which shall be recorded in the official records
of Lander and Pershing Counties, Nevada for the purpose of providing
constructive notice of this Agreement, pursuant to the laws of the State of
Nevada.
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4.12 Void or Invalid Provisions. If any term, provision, covenant or
condition of this Agreement, or any application thereof, should be held by a
court of competent jurisdiction to be invalid, void or unenforceable, all
remaining provisions, covenants and conditions of this Agreement, and all
applications thereof, not held invalid, void or unenforceable, shall continue in
full force and effect and shall in no way be affected, impaired or invalidated
thereby.
4.13 Waiver. No waiver of any breach of any covenant herein shall be
construed to be a waiver of the covenant itself, or any subsequent breach
thereof.
4.14 Amendment. All amendments of this Agreement must be in writing
signed by all parties.
4.15 Time of Essence. Time is of the essence in this Agreement and each
and every part thereof.
4.16 No Partnership or Implied Covenants. This Agreement shall not be
con strued under any circumstances as creating a partnership between Lewis and
Great American or either of them and any other party. There shall be no implied
covenants or duties under this Agreement, except for the covenant of good faith
and fair dealing.
4.17 Force Majeure. If Great American should be prevented or delayed
from performing any of the obligations of this Agreement, in whole or in part,
by reason or act of nature, strike, fire, flood, delay in transportation, war
insurrection or mob violence, requirement or regulation of government,
unavoidable casualties, unavoidable accidents, any local, state or federal law,
regulation or order, the judgment or order of any court, any
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such failure to perform shall not be deemed a breach of this Agreement, but
performance of said obligations shall be suspended during such period of
disability and performance of said obligations shall be resumed immediately
after such disability has been removed. Force majeure shall not be applicable to
the obligations of Great American (1) to perform the work obligation of Section
1.4 or make payment in lieu thereof; and (2) to make all other payments due to
Lewis pursuant to this Agreement.
4.18 Confidentiality. Except for the recording of a Memorandum of
Agreement, as provided in Section 4.11, and except as otherwise provided in this
Section, the terms and conditions of this Agreement, and all data, reports,
records, and other information of any kind whatsoever developed or acquired by
any party in connection with this Agreement shall be treated by the parties as
confidential (hereinafter called "Confidential Information") and no party shall
reveal or otherwise disclose such Confidential Information to third parties
without the prior written consent of the other party. Confidential Information
that is available or that becomes available in the public domain, other than
through a breach of this provision by a party, shall no longer be treated as
Confidential Information.
The foregoing restrictions shall not apply to the disclosure of
Confidential Information to any affiliate; to any public or private financing
agency or institution; to any contractors or subcontractors which the parties
may engage; to employees and consultants of the parties; or to any third party
to which a party contemplates the transfer, sale, assignment, encumbrance or
other disposition of all or part of its interest in this Agree-
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meet; provided, however, that in any such case only such Confidential
Information as such third party shall have a legitimate business need to know
shall be disclosed and the person or company to whom disclosure is made shall
first undertake in writing to protect the confidential nature of such
information at least to the same extent as the parties are obligated under this
Section.
In the event that a party is required to disclose Confidential
Information to any federal, state or local government, any court, agency or
department thereof, or any stock exchange, to the extent required by applicable
law, rule or regulation, or in response to a legitimate request for such
Confidential Information, the party so required shall immediately notify the
other party hereto of such requirement and the terms thereof, and the proposed
form and content of the disclosure prior to such submission. The other party
shall have the right to review and comment upon the form and content of the
disclosure and to object to such disclosure to the court, agency, exchange or
department concerned, and to seek confidential treatment of any Confidential
Information to be disclosed on such terms as such party shall, in its sole
discretion, determine.
4.19. Counterparts and Facsimile Signatures. This Agreement may be
executed in counterparts, and signature pages transmitted by facsimile shall be
treated as original and binding signatures (provided, however, that a
fully-executed original Agreement is delivered to Lewis within fourteen (14)
days of the Effective Date).
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
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F. W. LEWIS, INC.
By: /s/ Frank W. Lewis
------------------------
FRANK W. LEWIS, President
GREAT AMERICAN MINERALS, INC.,
a Nevada corporation
By:/s/ Don McDowell
------------------------
DON McDOWELL,
Executive Vice-President
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 14th day of June, 2004, personally appeared before me, a Notary
Public, FRANK W. LEWIS, a duly qualified and acting officer of F. W. LEWIS,
INC., a Nevada corporation, personally known or proved to me to be the person
whose name is subscribed to the above OPTION TO PURCHASE OWNER'S INTEREST IN
MINING PROPERTY who acknowledged to me that he executed the above instrument on
behalf of said corporation.
/s/ Richard W. Harris
------------------------
Notary Public
RICHARD W. HARRIS
Notary Public - State of Nevada
Appointment Recorded in Washoe County
No: 94-0070-2-Expires September 22, 2006
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STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 14th day of June, 2004, personally appeared before me, a Notary
Public, DON McDOWELL, a duly qualified and acting officer of GREAT AMERICAN
MINERALS, INC., a Nevada corporation, personally known or proved to me to be the
person whose name is subscribed to the above OPTION TO PURCHASE OWNER'S INTEREST
IN MINING PROPERTY who acknowledged to me that he executed the above instrument
on behalf of said corporation.
/s/ Richard W. Harris
------------------------
Notary Public
RICHARD W. HARRIS
Notary Public - State of Nevada
Appointment Recorded in Washoe County
No: 94-0070-2-Expires September 22, 2006
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Exhibit A Patented
Parcels. Humboldt County Nevada.
Parcel No. s 1-601-02, 1-601-06, 1-601-09, 1-601-04.
Scheole No. 9 Placer U. S. Sur. No. 4598
Hill Top Placer U. S. Sur. No. 4598
Occult Placer U. S. Sur. No. 4598, excepting therefrom the most
Northerly 411 feet deeded to Anthony Santos July 21, 1969 and described as
follows: Beginning at a point 411 feet S. 0(degree) 27' 50 E. of Comer No. 2,
OCCULT Placer U. S. Sur. No. 4598, thence to Corner No. 2, thence 2122. 36 ft.
to Corner No. 3, thence 411 ft S. O(degree) 11' W. of Corner No. 3, thence to
point of beginning
Brimstone Placer U. S. Sur. No. 4600.
Parcel No. 1-611-11
A parcel of land commencing at Corner No. 1 "Brimstone Placer, whence
U. S. M.. M.. No. 293 bears N. 44(degree) 4' 20" W. 3, 616. 23 feet; thence N.
21(degree) 0 ' 20" E. 2064. 82 feet; thence N. 53(degree) 15' 30" W. 778. 83
feet; thence S. 46(degree) 49' 31" W. 2017. 436 feet; thence S. 53(degree)15'
30" E. 311. 318 feet; thence S. 47(degree) 06' W. 600 feet; thence S. 53(degree)
15' 30" E. 1500 feet; thence N. 47(degree) 06' E. 143. 502 feet; thence N.
20(degree) 14' E. 468. 365 feet, thence to point of beginning.
Description of Unpatented Mining Claims
Humbolt County
Claim Name BLM NMC Numbers
WKM-1 780688
WKM-2 780689
WKM-3 780690
WKM-4 780691
WKM-5 780692
WKM-6 780693
WKM-7 780694
WKM-8 780695
WKM-9 780696
WKM-10 780697
WKM-11 780698
WKM-12 780699
WKM-13 780700
WKM-14 780701
WKM-15 780702
1
WKM-16 780703
WKM-17 780704
WKM-18 780705
WKM-19 780706
WKM-20 780707
WKM-21 780708
WKM-22 780709
WKM-23 780710
WKM-24 780711
WKM-25 780712
WKM-26 780713
WKM-27 780714
WKM-28 780715
WKM-29 780716
WKM-30 780717
WKM-31 780718
WKM-32 780719
WKM-33 780720
WKM-34 780721
WKM-35 780722
WKM-36 780723
WKM-37 780724
WKM-38 780725
WKM-39 780726
WKM-40 780727
WKM-41 780728
WKM-42 780729
WKM-43 780730
WKM-44 780731
WKM-45 780732
WKM-46 780733
WKM-47 780734
WKM-48 780735
WKM-50 780736
WKM-51 780737
WKM-52 780738
WKM-53 780739
WKM-54 780740
WKM-55 780741
WKM-56 780742
WKM-57 780743
WKM-58 780744
WKM-60 780745
WKM-62 780746
WKM-64 780747
2
Pershine County
- --------------------------------------------------------------------
WRC-1 714252
WRC-2 714253
WRC-3 714254
WRC-4 714255
WRC-5 714256
WRC-6 714257
WRC-7 714258
WRC-8 714259
WRC-9 714260
WRC-10 714261
WRC-11 714262
WRC-12 714263
WRC-13 714264
WRC-14 714265
WRC-15 714266
WRC-16 714267
WRC-17 714268
WRC-18 714269
WRC-19 714270
WRC-20 714271
WRC-21 714272
WRC-22 714273
WRC-23 714274
WRC-24 714275
WRC-25 714276
WRC-26 714277
WRC-27 714278
WRC-28 714279
WRC-29 714280
WRC-30 714281
WRC-31 714282
WRC-32 714283
WRC-33 714284
WRC-34 714285
WRC-35 714286
WRC-36 714287
WRC-37 714288
WRC-38 714289
WRC-39 714290
WRC-40 714291
WRC-41 714292
WRC-42 714293
WRC-43 714294
3
WRC-44 714295
WRC-45 714296
WRC-46 714297
WRC-47 714298
WRC-48 714299
WRC-49 714300
WRC-50 714301
WRC-51 714302
WRC-52 714303
WRC-53 714304
WRC-54 714305
WRC-55 714306
WRC-56 714307
WRC-57 714308
WRC-58 714309
WRC-60 714311
WRC-82 714313
WRC-84 714315
WRC-87 714317
WRC-88 714318
WRC-89 714319
WRC-90 714320
WRC-91 714321
Unpatented Mining Claims in Humboldt County
R.F.G.# 1 143252
R.F.G.# 2 143253
R.F.G.# 3 143254
R.F.G.# 4 143255
R.F.G.# 5 143256
R.F.G.# 6 143257
R.F.G.# 7 143258
R.F.G.# 8 143259
R.F.G.# 9 143260
R.F.G.# 10 143261
R.F.G.# 11 143262
R.F.G.# 12 143263
R.F.G.# 12A 143490
R.F.G.# 13 143264
R.F.G.# 13A 143491
R.F.G.# 14 143265
R.F.G.# 15 143266
R.F.G.# 16 143267
R.F.G.# 17 143268
4
R.F.G.# 18 143269
R.F.G.# 19 143270
R.F.G.# 20 143271
R.F.G.# 21 143272
R.F.G.# 22 143273
R.F.G.# 22 A 143492
R.F.G.# 23 143274
R.F.G.# 24 143275
R.F.G.# 25 143276
R.F.G.# 26 143277
R.F.G.# 27 143278
R.F.G.# 28 143279
R.F.G.# 29 143280
R.F.G.# 29 A 143493
R.F.G.# 29 B 143494
R.F.G.# 30 143281
R.F.G.# 30 A 143495
R.F.G.# 31 143282
R.F.G.# 32 143283
R.F.G.# 34 143285
R.F.G.# 36 143287
R.F.G.# 36 A 143496
R.F.G.# 36 B 143497
R.F.G.# 39 436884
R.F.G.# 40 143291
R.F.G.# 41 143292
R.F.G.# 55 143306
R.F.G.# 56 143307
R.F.G.# 69 143320
R.F.G.# 70 143321
R.F.G.# 72 436912
R.F.G.# OBF 143488
R.F.G.# 127 141686
R.F.G.# 129 141687
R.F.G.# 130 143484
R.F.G.# 131 141688
R.F.G.# 132 141689
R.F.G.# 133 141690
R.F.G.# 134 141691
R.F.G.# 168 143347
R.F.G.# 169 143348
R.F.G.# 170 143349
R.F.G.# 171 143350
R.F.G.# 172 143351
R.F.G.# 173 143352
5
R.F.G.# 174 143353
R.F.G.# 175 143354
R.F.G.# 176 143355
R.F.G.# 177 143356
R.F.G.# 178 143357
R.F.G.# 179 143358
R.F.G.# 180 143359
R.F.G.# 181 143360
R.F.G.# 182 143361
R.F.G.# 183 143362
R.F.G.# 184 143363
R.F.G.# 185 143364
R.F.G.# 186 143365
R.F.G.# 187 143366
R.F.G.# 188 143367
R.F.G.# 189 143368
R.F.G.# 190 143369
R.F.G.# 191 143370
R.F.G.# 192 143371
R.F.G.# 193 143372
R.F.G.# 194 143373
R.F.G.# 195 143374
R.F.G.# 196 143375
R.F.G.# 197 143376
R.F.G.# 198 143377
R.F.G.# 199 143378
R.F.G.# 1FS 143489
R.F.G.# 200 143379
R.F.G.# 200 A 141725
R.F.G.# 201 143380
R.F.G.# 201 A 143504
R.F.G.# 202 143381
R.F.G.# 203 143382
R.F.G.# 204 143383
R.F.G.# 205 143384
R.F.G.# 206 143385
R.F.G.# 207 143386
R.F.G.# 208 143387
R.F.G.# 209 143388
R.F.G.# 210 143389
R.F.G.# 211 143390
R.F.G.# 212 143391
R.F.G.# 213 143392
R.F.G.# 214 143393
R.F.G.# 215 143394
6
R.F.G.# 215 B 143505
R.F.G.# 216 143395
R.F.G.# 217 143396
R.F.G.# 217 B 143506
R.F.G.# 218 143397
R.F.G.# 218 A 143507
R.F.G.# 218 B 143508
R.F.G.# 219 143398
R.F.G.# 219 B 143509
R.F.G.# 220 143399
R.F.G.# 221 143400
R.F.G.# 222 143401
R.F.G.# 223 143402
R.F.G.# 224 143403
R.F.G.# 225 143404
R.F.G.# 226 143405
R.F.G.# 227 143406
R.F.G.# 228 141753
R.F.G.# 230 141757
R.F.G.# 234 141764
R.F.G.# 235 141766
R.F.G.# 236 141768
R.F.G.# 237 141770
R.F.G.# 238F 143510
R.F.G.# 239 143407
R.F.G.# 239 143598
R.F.G.# 239 A 143511
R.F.G.# 240 143408
R.F.G.# 240 143597
R.F.G.# 241 143409
R.F.G.# 241 A 143596
R.F.G.# 242 143410
R.F.G.# 243 143411
R.F.G.# 244 143412
R.F.G.# 245 143413
R.F.G.# 246 143414
R.F.G.# 247 143415
R.F.G.# 248 143416
R.F.G.# 250 141776
R.F.G.# 252 141778
R.F.G.# 254 141780
R.F.G.# 257 141783
R.F.G.# 259 141784
R.F.G.# 261 141785
R.F.G.# 262 143487
7
R.F.G.# 263 141786
R.F.G.# 264 143417
R.F.G.# 265 143418
R.F.G.# 266 143419
R.F.G.# 267 143420
R.F.G.# 268 143421
R.F.G.# 269 143422
R.F.G.# 270 143423
R.F.G.# 271 143424
R.F.G.# 305 143444
R.F.G.# 306 143445
R.F.G.# 307 143446
R.F.G.# 328 143453
R.F.G.# 328 X 307553
R.F.G.# 330 143455
R.F.G.# 332 143457
R.F.G.# 334 143459
R.F.G.# 336 143461
R.F.G.# 338 143463
R.F.G.# 340 143465
R.F.G.# 342 143467
R.F.G.# 358 143469
R.F.G.# 359 143470
R.F.G.# 360 143471
R.F.G.# 361 143472
R.F.G.# 362 143473
R.F.G.# 362 A 143512
R.F.G.# 363 143474
R.F.G.# 364 143475
R.F.G.# 364 143513
R.F.G.# 365 143476
R.F.G.# 366 143477
R.F.G.# 366 A 143514
R.F.G.# 367 143478
R.F.G.# 368 143479
R.F.G.# 368 A 143515
R.F.G.# 400 175062
R.F.G.# 401 175063
R.F.G.# 402 175064
R.F.G.# 403 175065
R.F.G.# 404 175066
R.F.G.# 405 175067
R.F.G.# 406 175068
R.F.G.# 407 175069
R.F.G.# 408 175070
8
R.F.G.# 409 175071
R.F.G.# 410 175072
R.F.G.# 411 175073
R.F.G.# 412 175074
R.F.G.# 413 175075
R.F.G.# 414 175076
R.F.G.# 415 175077
R.F.G.# 416 175078
R.F.G.# 417 175079
R.F.G.# 418 175080
R.F.G.# 419 175081
R.F.G.# 420 175082
R.F.G.# 421 175083
R.F.G.# 422 175084
R.F.G.# 423 175085
R.F.G.# 424 175086
R.F.G.# 425 175087
R.F.G.# 426 175088
R.F.G.# 427 175089
Triple L Group of 60-Acre Placer Claims
Triple L#l 127534
Triple L #2 127535
Triple L #3 127536
Triple L #4 127537
Triple L #5 127538
Pacific 181010
Alunite 181012
Alunite No. 2 181013
Sulphate 181011
DIA Group of Placer Claims
DIA No. 1 284248
DIA No. 2 284249
DIA No. 3 284250
DIA No. 4 284251
DIA No. 5 284252
9
Claims in Pershing County
Claim Name BLM NMC Numbers
R.F.G. #120 141680
R.F.G. #121 141681
R.F.G. #122 141682
R.F.G. #123 141683
R.F.G. #124 141684
R.F.G. #125 141685
R.F.G. #127* 141686
R.F.G. #129* 141687
R.F.G. #131* 141688
R.F.G. #132* 141689
R.F.G. #133* 141690
R.F.G. #134* 141691
R.F.G. #135 141692
R.F.G. #137 141694
R.F.G. #139 141696
R.F.G. #141 141698
R.F.G. #143 141700
R.F.G. #145 141702
R.F.G. #147 141704
R.F.G. #148 141705
R.F.G. #149 141706
R.F.G. #150 141707
R.F.G. #151 141708
R.F.G. #152 141709
R.F.G. #153 141710
R.F.G. #154 141711
R.F.G. #155 141712
R.F.G. #156 141713
R.F.G. #157 141714
R.F.G. #158 141715
R.F.G. #159 141716
R.F.G. #160 141717
R.F.G. #161 141718
R.F.G. #162 141719
R.F.G. #163 141720
R.F.G. #164 141721
R.F.G. #165 141722
R.F.G. #166 141723
R.F.G. #167 141724
R.F.G. #200A* 141725
R.F.G. #201A 141726
R.F.G. #202A 141727
R.F.G. #203A 141728
10
R.F.G. #204A 141729
R.F.G. #205A 141730
R.F.G. #206A 141731
R.F.G. #207A 141732
R.F.G. #208A 141733
R.F.G. #209A 141734
R.F.G. #210A 141735
R.F.G. #211A 141736
R.F.G. #212A 141737
R.F.G. #213A 141738
R.F.G. #214A 141739
R.F.G. #215A 141740
R.F.G. #216A 141741
R.F.G. #217A 141742
R.F.G. #218A 141743
R.F.G. #219A 141744
R.F.G. #220A 141745
R.F.G. #221A 141746
R.F.G. #222A 141747
R.F.G. #223A 141748
R.F.G. #224A 141749
R.F.G. #225A 141750
R.F.G. #226A 141751
R.F.G. #227A 141752
R.F.G. #228* 141753
R.F.G. #228A 141754
R.F.G. #229 141755
R.F.G. #229A 141756
R.F.G. #230* 141757
R.F.G. #230A 141758
R.F.G. #231 141759
R.F.G. #231A 141760
R.F.G. #232A 141761
R.F.G. #233 141762
R.F.G. #233A 141763
R.F.G. #234* 141764
R.F.G. #234A 141765
R.F.G. #235* 141766
R.F.G. #235A 141767
R.F.G. #236* 141768
R.F.G. #236A 141769
R.F.G. #237* 141770
R.F.G. #237A 141771
R.F.G. #238A 141772
R.F.G. #239A 141773
11
R.F.G. #240A 141774
R.F.G. #241A 141775
R.F.G. #250* 141776
R.F.G. #251 141777
R.F.G. #252* 141778
R.F.G. #253 141779
R.F.G. #254* 141780
R.F.G. #255 141781
R.F.G. #257* 141783
R.F.G. #259* 141784
R.F.G. #261* 141785
R.F.G. #263* 141786
* Star means in Humboldt and Pershing counties. Those with *
not counted in Pershing county. They are counted in Humboldt
County.
Total unpatented claims = 438. (Do not count those with * in
Pershing County).
Water rights Certificate Number 13448
Water rights permit Numbers 49533, 51112, 51113
12