Pan American Gold Corp Sample Contracts

Contract
Private Placement Subscription Agreement • July 10th, 2007 • Pan American Gold Corp • Gold and silver ores • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

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SHARE EXCHANGE AGREEMENT
Agreement • December 27th, 2010 • Newcastle Resources Ltd. • Gold and silver ores • British Columbia

If the undersigned is an entity which initialled Category 7 in reliance upon the Accredited Investor categories above, state the name and address of each equity owner, together with which of Categories 1 to 6 each equity owner falls into (please use an additional page if necessary):

MEMBERSHIP INTEREST LIQUIDATION AGREEMENT
Membership Interest Liquidation Agreement • July 15th, 2005 • Pan American Gold Corp • Gold and silver ores

This Membership Interest Liquidation Agreement (the “Agreement”) is made and entered into among Cactus Precious Metals LLC, a Colorado limited liability company (the “Company”) and Pan American Gold Corporation (the “Member”), effective as of December 31, 2004 (the “Effective Date”).

Nevada Sunrise, LLC 6121 Lakeside Drive, Suite 260, Reno, Nevada 89511 Phone/Fax: (530) 878-8960 Letter Agreement
Pan American Gold Corp • July 15th, 2004 • Gold and silver ores • Nevada

Following are the key points of agreement necessary for the implementation of a Joint Venture (JV) between our companies on the Pinnacle Property (The Property).

VOLUNTARY POOLING AGREEMENT
Voluntary Pooling Agreement • December 27th, 2010 • Newcastle Resources Ltd. • Gold and silver ores • British Columbia
Option Agreement
Option Agreement • July 15th, 2005 • Pan American Gold Corp • Gold and silver ores

Minera Cerro El Diablo Inc. grants Pan American Gold Corp. an option to acquire certain mineral properties located in the Country of Chile until August 31, 2005 and define more fully in Schedule A by completing 1) payment of US$30,000 for Lajitas option lease to E. Viteri due January 26th, 2005, 2) payment of the Nevada Properties Land Taxes of $4,137 due January 26, 2005, 3) payment of other Land Taxes of US$5,000 due March 15, 2005, 4) payment of US$16,000 by August 31, 2005 or at the time the Option is exercised per the original agreement, and 5) payment of US$100,000 at the time the Option is exercised. The parties acknowledge that at the exercise date that the consideration may be spread over a mutually agreeable time and may be amended to include non cash consideration for all or a portion of the exercise price. In addition, Minera Cerro El Diablo Inc. retains a 2% gross royalty on all minerals produced from the mineral properties defined in Schedule A.

SETTLEMENT AGREEMENT
Settlement Agreement • January 26th, 2006 • Pan American Gold Corp • Gold and silver ores • British Columbia

PAN AMERICAN GOLD CORPORATION, a company incorporated pursuant to the laws of the Province of Ontario, of 605-475 Howe Street, Vancouver, British Columbia, Canada

DISTRIBUTION AGREEMENT
Distribution Agreement • February 3rd, 2021 • Replicel Life Sciences Inc. • Biological products, (no disgnostic substances) • British Columbia

REPLICEL LIFE SCIENCES INC., a corporation existing under the laws of British Columbia, having offices at 900 - 570 Granville Street, Vancouver, British Columbia, Canada V6C 3P1

ROYALTY PARTICIPATION AGREEMENT
Royalty Participation Agreement • February 3rd, 2021 • Replicel Life Sciences Inc. • Biological products, (no disgnostic substances) • British Columbia

THIS ROYALTY PARTICIPATION AGREEMENT (this "Agreement"), made and entered into as of January 22, 2021 (the "Effective Date"), by and between:

Contract
Private Placement Subscription Agreement • June 30th, 2006 • Pan American Gold Corp • Gold and silver ores • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDA

ESCROW AGREEMENT
Agreement • December 27th, 2010 • Newcastle Resources Ltd. • Gold and silver ores • Nevada

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

OPTION AND PURCHASE AGREEMENT
Option and Purchase Agreement • July 1st, 2009 • Newcastle Resources Ltd. • Gold and silver ores • Ontario

NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the mutual covenants, agreements, representations and warranties in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each Party), it is hereby agreed by and between the Parties as follows:

Nevada Sunrise, LLC 6121 Lakeside Drive, Suite 260, Reno, Nevada 89511 Phone/Fax: (530) 878-8960 Letter Agreement
Pan American Gold Corp • July 15th, 2004 • Gold and silver ores • Nevada

Following are the key points of agreement necessary for the implementation of a Joint Venture (JV) between our companies on the Kinsley Mountain Property (The Property).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • February 3rd, 2021 • Replicel Life Sciences Inc. • Biological products, (no disgnostic substances) • British Columbia

Share Purchase Agreement dated January 22, 2020 among RepliCel Life Sciences Inc. (the "Corporation") and MainPointe Pharmaceuticals, LLC (the "Purchaser").

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 15th, 2004 • Pan American Gold Corp • Gold and silver ores • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and of the sum of $10.00 paid by Tri-Lateral to each of the Selling Shareholders and to Pan American, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

ESKAY PROPERTY SALE AND PURCHASE AGREEMENT
Eskay Property Sale and Purchase Agreement • July 15th, 2004 • Pan American Gold Corp • Gold and silver ores • British Columbia

680102 B.C. LTD., a company incorporated under the laws of British Columbia and having an office c/o O'Neill & Taylor, Suite 1880-1055 West Georgia Street, Vancouver, B.C., V6E 3P3

FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF CACTUS PRECIOUS METALS LLC A COLORADO LIMITED LIABILITY COMPANY EFFECTIVE AS OF NOVEMBER _26,2003
Operating Agreement • July 15th, 2004 • Pan American Gold Corp • Gold and silver ores • Colorado

This Operating Agreement is made and entered into this __26 day of November, 2003, by and among the Members whose signatures appear on the signature page hereof and the Company, by its Managers, James D. Frank and Robert A. Prescott.

Contract
Pan American Gold Corp • July 15th, 2005 • Gold and silver ores • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

Denotes certain parts that have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and is subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,...
Collaboration and Technology Transfer Agreement • March 18th, 2014 • Replicel Life Sciences Inc. • Gold and silver ores • New York

This Collaboration and Technology Transfer Agreement (this “Agreement”), dated as of July 9, 20l3 (the “Effective Date”), is entered into by Shiseido Co., Ltd., having an address of 7-5-5 Ginza, Chuo-ku, Tokyo, Japan (together with its Affiliates, hereinafter referred to as “Shiseido”) and RepliCel Life Sciences Inc., a British Columbia corporation having an address of 2020 - 401 West Georgia Street, Vancouver, BC, Canada V6B 5Al (together with its Affiliates, hereinafter referred to as “RepliCel”). RepliCel and Shiseido are individually referred to in this Agreement as a “Party” and collectively as “Parties”.

Contract
Private Placement Subscription Agreement • June 30th, 2008 • Pan American Gold Corp • Gold and silver ores • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDA

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Subscription Agreement • July 15th, 2005 • Pan American Gold Corp • Gold and silver ores • British Columbia
ESKAY PROPERTY TERMINATION AGREEMENT
Termination Agreement • June 30th, 2006 • Pan American Gold Corp • Gold and silver ores • British Columbia

PAN AMERICAN GOLD CORPORATION, a company existing under the laws of Nevada and having an office at 605-475 Howe Street, Vancouver, B.C., V6C 2B3

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