Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F (▇) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board the Board of directors Directors and the sole stockholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Articles of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F (▇) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as foreign corporations a corporation and are is in good standing in each other state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) 5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board boards of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above this Agreement and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary President and Chief Financial Officer of each of the Parent and Acquisition Corp., certifying that, that (i) except for the filing of the Certificate of Merger: (i) , all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock TransferTransfer Company, Parent's transfer agent and registrar, certifying certifying, as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the MergerClosing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent owner and registrar setting forth that the total number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stockthen outstanding. (i5) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT FClosing Date. (▇6) Evidence as of a recent date and within five (5) days of the Effective Date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation Delaware and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) 7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following, each in form and substance reasonably satisfactory to the Company and its counsel: (1i) Copies of resolutions of Parent's ’s and Acquisition Corp.'s ’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3ii) A certificate, dated the Closing Date, executed by the Secretary R▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as Director of each of the Parent and Acquisition Corp., certifying as to satisfaction of the conditions set forth in Section 7.2(c) and certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock. (iiii) The executed resignations of all directors the Parent’s and officers Acquisition Corp.’s respective Boards of ParentDirectors and Executive Officers, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F. (▇iv) Evidence as of a recent date within 10 days of the Effective Time of the good standing and corporate existence of each Parent issued by the Secretary of State of Delaware. (v) Evidence as of a date within 10 days of the Parent Effective Time of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessaryDelaware. (8) vi) The Nagar Employment Agreement duly executed by the Parent. (vii) The Deshusses Employment Agreement duly executed by the Parent. (viii) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's ’s and Acquisition Corp.'s ’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws Bylaws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock Transfercertified list from Manhattan Transfer Registrar Co., Parent's ’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock and Parent Preferred Stock, together with the number of shares of Parent Common Stock and Parent Preferred Stock held by each record owner. (5) A An opinion letter from Pacific Stock TransferFrascona, Joiner, G▇▇▇▇▇▇ and G▇▇▇▇▇▇▇▇▇, P.C., Parent's transfer agent and registrar ’s counsel setting forth that the number of shares of Parent Common Stock that would be are issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, Date is no more than 3,216,500 45,188,525 shares of Parent Common Stock, that no shares of Parent Preferred Stock are issued and outstanding, and that 1,473,650 shares of Parent Preferred Stock are designated as Parent Class A Preferred Stock, for which each share is convertible into 500 shares of Parent Common Stock. (i6) An agreement in writing from Lancaster & D▇▇▇▇, Chartered Accountants, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm. (7) The executed resignations of all B▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and C▇▇▇▇▇▇ ▇▇▇▇▇, as directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F. (▇) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) 9) Evidence that Parent has all tax returns required to be filed in the states of Florida and Delaware and in Vancouver, B.C. and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (10) Evidence that Parent has satisfied all outstanding liabilities prior to the Closing Date. (11) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's ’s and Acquisition Corp.'s ’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Empire Stock TransferTransfer Inc., Parent's ’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's ’s stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Empire Stock TransferTransfer Inc., Parent's ’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's ’s stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 2,500,000 shares of Parent Common StockStock issued and outstanding. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F. ▇▇▇▇▇▇▇▇, in the form attached hereto as Exhibit E. (▇7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1i) Copies of resolutions of Parent's ’s and Acquisition Corp.'s ’s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2ii) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) of this Section 6.2(d) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3iii) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents, and (iii) there are no existing liabilities as of the Closing Date except as set forth on Schedule 3.13 to this Agreement. (4iv) A certificate of Pacific Stock Transfer, Parent's ’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to in the Company's stockholders pursuant to the MergerPrivate Placement, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5v) A The letter from Pacific Stock Transferrequired by Section 4.01 of Form 8K in connection with ▇▇▇▇ ▇▇▇▇▇, Parent's transfer agent and registrar setting forth that the number of shares CPA & Associates, PC’s resignation as auditor of Parent Common Stock that would be issued and outstanding as the appointment of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock.▇▇▇▇▇▇▇▇▇ Kass & Co. (i) The executed resignations of all of the directors and officers of Parent, with the director officer resignations to take effect at the Effective TimeTime and the director resignations to take effect pursuant to Section 5.4 herein, and (ii) executed releases and indemnification agreements from Scott Young each of the officers and Mitchell Geological Services/Marvin A. Mitchell, directors in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT Fthe form attached hereto as Exhibits H and I. (▇vii) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) Such additional supporting documentation viii) Evidence that Parent has all tax returns required to be filed in the state of Delaware and any other information with respect required jurisdiction, and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns other than the transactions contemplated hereby as amounts referenced in Section 1.9 hereof about which the Company may reasonably requestInternal Revenue Service has yet to make a final determination.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate Statement of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Corporate Stock Transfer, Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the MergerClosing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, Date but prior to the closing of the sale and cancellations contemplated therebyMerger, is no more than 3,216,500 9,517,402 shares of Parent Common StockCommon. (i6) An agreement in writing from EKS&H, LLLP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (7) The executed resignations resignation of all directors ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇ as officers of Parent, with the director resignations officer resignation to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in with the resignation of ▇▇▇ ▇▇▇▇ ▇▇▇ached . ▇▇▇▇▇▇ ▇s EXHIBIT Fas a director to take effect upon Parent's compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (▇) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary of State of their respective states of incorporation Colorado and evidence that the Parent and Acquisition Corp. are is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) 9) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado. (10) Evidence as of no later than the closing date that all employees of Parent and Acquisition Corp. have either been terminated or offered employment with an entity which will be unrelated to the Surviving Corporation post-closing, and evidence that all items of compensation, severance and related Taxes and benefits have been satisfied pre-closing or will be satisfied post-closing with no further payment or obligation on the part of Parent or Surviving Corporation, except for the Holdover Employees. (11) The Company Stockholder Consent. (12) The signed lock-up agreements referenced in Section 1 of this Agreement. (13) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 2,775,000 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. MitchellRobert Ferguson and, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s the form attached hereto as EXHIBIT F (▇) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's ’s and Acquisition Corp.'s ’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Statement of Merger, the Certificate of Merger Merger, the Certificate of Amendment and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the articles or certificates of incorporation and by-laws Bylaws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and Agreement, the Certificate of Merger Merger, the Certificate of Merger, the Certificate of Amendment and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying Evidence as of a recent date of the business day prior good standing and corporate existence of the Parent made available to the date any shares Company by the Secretary of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list State of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record ownerColorado. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F (▇) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessaryColorado. (8) 6) No more than 15% of the Stockholders of the Company shall have voted against the Merger or shall have demanded or exercised their appraisal rights pursuant Section 262 of the DGCL. (7) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's ’s and Acquisition Corp.'s ’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate Statement of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock TransferX-Pedited Transfer Corporation, Inc., Parent's ’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the MergerClosing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock TransferX-Pedited Transfer Corporation, Inc., Parent's ’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, Date but prior to the closing of the sale and cancellations contemplated therebyMerger, is no more than 3,216,500 1,961,200 shares of Parent Common Stock. (6) An agreement in writing from C▇▇▇▇▇▇▇▇ and H▇▇▇▇▇, P.C., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations resignation of all directors and officers B▇▇▇▇ ▇. ▇▇▇▇▇▇ as an officer of Parent, with the director resignations officer resignation to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in with the resignation of M▇▇▇ ▇▇▇▇ ▇▇▇ached . ▇▇▇▇▇▇ as a director to take effect upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. Parent will enter into an Indemnification Agreement with M▇s EXHIBIT F. ▇▇▇▇▇▇ in the form as shown in Exhibit F hereto to indemnify him as a director between the Effective Time and his resignation upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (▇) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary of State of their respective states of incorporation Colorado and evidence that the Parent and Acquisition Corp. are is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) 9) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado. (10) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's ’s and Acquisition Corp.'s ’s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate Statement of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Corporate Stock Transfer, Inc., Parent's ’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the MergerClosing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Corporate Stock Transfer, Inc., Parent's ’s transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, Date but prior to the closing of the sale and cancellations contemplated therebyMerger, is no more than 3,216,500 1,530,600 shares of Parent Common StockStock including 1,000,000 shares of Common Stock which were escrowed pursuant to the promissory notes issued by the Parent. (6) An agreement in writing from Ron▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇.C., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions and audit reports with respect to any and all financial statements of Parent that had been audited by such firm. (i) The executed resignations resignation of all directors and officers All▇▇ ▇▇▇▇ ▇▇ an officer of Parent, with the director resignations officer resignation to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ with the resignation of Mr. ▇▇▇▇ ▇▇▇ached ▇▇▇ a director to take effect upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. Parent will enter into an Indemnification Agreement with Mr. ▇▇▇▇ ▇s EXHIBIT F▇ the form as shown in Exhibit F hereto to indemnify him as a director between the Effective Time and his resignation upon Parent’s compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (▇) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary of State of their respective states of incorporation Nevada and evidence that the Parent and Acquisition Corp. are is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) 9) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado. (10) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board the Board of directors Directors and the sole stockholder stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and by-laws Bylaws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F (▇) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) 5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's ’s and Acquisition Corp.'s ’s respective board of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Island Stock TransferTransfer Corp., Parent's ’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the MergerClosing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's ’s transfer agent and registrar registrar, setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date (6) An agreement in writing from Malone& B▇▇▇▇▇, giving effect to all agreements with Parent's stockholders, but prior PC in form and substance reasonably satisfactory to the closing Company, to deliver copies of the sale audit opinions with respect to any and cancellations contemplated thereby, is no more than 3,216,500 shares all financial statements of Parent Common Stockthat had been audited by such firm. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in R▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇ an officer of Parent and (ii) executed release from R▇▇▇▇▇ ▇s EXHIBIT F▇▇▇▇ as an officer. (▇) 8) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary or Department of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) . Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board boards of directors and the sole stockholder shareholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate Statement of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i1) above and further certifying that the articles or certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate Statement of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate Statement of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate Statement of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Corporate Stock Transfer, Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the MergerClosing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Corporate Stock Transfer, Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, Date but prior to the closing of the sale and cancellations contemplated therebyMerger, is no more than 3,216,500 9,106,250 shares of Parent Common Stock. (i6) The executed resignations resignation of all directors ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as officers of Parent, with the director resignations officer resignation to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in with the resignation of ▇▇▇ ▇▇▇▇ ▇▇▇ached . ▇▇▇▇▇▇ ▇s EXHIBIT Fas a director to take effect upon Parent's compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (▇7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued made available to the Company by the Secretary of State of their respective states of incorporation Colorado and evidence that the Parent and Acquisition Corp. are is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Colorado. (9) Evidence as of no later than the closing date that all employees of Parent and Acquisition Corp. have either been terminated or offered employment with an entity which will be unrelated to the Surviving Entity post-closing, and evidence that all items of compensation, severance and related Taxes and benefits have been satisfied pre-closing or will be satisfied post-closing with no further payment or obligation on the part of Parent or Surviving Entity, except for the Holdover Employees. (10) The Company Equityholder Consent. (11) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.

Supporting Documents. The Company Parent and Acquisition Corp. shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board the Board of directors Directors and the sole stockholder Stockholders of Acquisition Corp.the Company, certified by their respective Secretariesthe Secretary of the Company, authorizing and approving, to the extent applicable, approving the execution, delivery and performance of this Agreement, the Certificate of Merger Documents and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries Secretary of Parent and Acquisition Corp. the Company certifying the names, titles and signatures of the officers authorized to execute the any documents referred to in paragraph (i) above this Agreement and further certifying that the certificates Certificate of incorporation Incorporation and byBy-laws of the Company delivered to Parent and Acquisition Corp. appended thereto at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp.Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Stock Transfer, Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Stock Transfer, Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F (▇) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. Company issued by the Secretary of State of their respective states the State of incorporation Delaware and evidence that the Parent and Acquisition Corp. are Company is qualified to transact business as a foreign corporations corporation and are is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them it or the nature of their its activities makes such qualification necessary. (8) 5) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company Parent and Acquisition Corp. may reasonably request.

Supporting Documents. The Company shall have received the following: (1) Copies of resolutions of Parent's and Acquisition Corp.'s respective board of directors and the sole stockholder of Acquisition Corp., certified by their respective Secretaries, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Pacific Empire Stock TransferTransfer Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued to the Company's stockholders pursuant to the Merger, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (5) A letter from Pacific Empire Stock TransferTransfer Inc., Parent's transfer agent and registrar setting forth that the number of shares of Parent Common Stock that would be issued and outstanding as of the Closing Date, giving effect to all agreements with Parent's stockholders, but prior to the closing of the sale and cancellations contemplated thereby, is no more than 3,216,500 1,527,500 shares of Parent Common Stock. (i) The executed resignations of all directors and officers of Parent, with the director resignations to take effect at the Effective Time, and (ii) executed releases from Scott Young and Mitchell Geological Services/Marvin A. Mitchell, in ▇▇▇ ▇▇▇▇ ▇▇▇ached ▇▇▇▇▇▇ ▇s EXHIBIT F. (▇7) Evidence as of a recent date of the good standing and corporate existence of each of the Parent and Acquisition Corp. issued by the Secretary of State of their respective states of incorporation and evidence that the Parent and Acquisition Corp. are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (8) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company may reasonably request.