Controlled Equity OfferingSM Sales AgreementSales Agreement • April 11th, 2014 • Paramount Gold & Silver Corp. • Metal mining • New York
Paramount Gold and Silver Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PARAMOUNT GOLD AND SILVER CORP. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement June 23, 2011At Market Issuance Sales Agreement • June 27th, 2011 • Paramount Gold & Silver Corp. • Metal mining • New York
Paramount Gold and Silver Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC (the “MLV”), as follows:
COMMON STOCK PARAMOUNT GOLD AND SILVER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2009 • Paramount Gold & Silver Corp. • Metal mining • New York
Paramount Gold and Silver Corp., a corporation organized and existing under the laws of Delaware (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 16,000,000 shares (the "Firm Shares") of its common stock, $0.001 par value per share (the "Common Stock"), and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 2,400,000 shares (the "Additional Shares") of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares". Dahlman Rose & Company, LLC is acting as lead manager (the "Lead Manager") in connection with the offering and sale of the Shares contemplated herein (the "Offering").
SECTION 1.1 The Merger 2 SECTION 1.2 Closing 2 SECTION 1.3 Effective Time 2 SECTION 1.4 Effects of the Merger 3 SECTION 1.5 Certificate of Incorporation; Bylaws 3 SECTION 1.6 Directors 3 SECTION 1.7 Officers 3 ARTICLE II EFFECT ON THE CAPITAL STOCK OF...Merger Agreement • December 18th, 2014 • Paramount Gold & Silver Corp. • Metal mining • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 16, 2014, between COEUR MINING, INC., a Delaware corporation (“Parent”), HOLLYWOOD MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), PARAMOUNT GOLD AND SILVER CORP., a Delaware corporation (the “Company”), and PARAMOUNT NEVADA GOLD CORP., a British Columbia corporation and a wholly-owned Subsidiary of the Company (“SpinCo” and, together with each of its Subsidiaries, the “SpinCo Entities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2007 • Paramount Gold Mining Corp. • Metal mining • Ontario
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30th day of March, 2007 by and among Paramount Gold Mining Corp., a corporation incorporated under the laws of Delaware (the “Company”), Blackmont Capital Inc., Canaccord Capital Corporation, Haywood Securities Inc., and Raymond James Ltd. (collectively, the “Agents”) on behalf of each purchaser in the offering by the Company of Units and in connection with the agency agreement, dated March 30, 2007 (the “Agency Agreement”), between the Company and the Agents.
PARAMOUNT GOLD MINING CORP. SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • April 6th, 2007 • Paramount Gold Mining Corp. • Metal mining • Ontario
The Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees to purchase from Paramount Gold Mining Corp. (the "Company") that number of units of the Company (the "Units") set out below at a price of US$2.10 per Unit. Each Unit is comprised of one common share of the Company (a "Unit Share") and one-half of one common share purchase warrant of the Company (the "Warrants"). Each whole Warrant shall entitle the holder thereof to acquire one common share of the Company (a "Warrant Share") at an exercise price of US$2.90 for 24 months following the Closing Date (as defined hereunder). The Subscriber agrees to be bound by the terms and conditions set forth in the attached "Terms and Conditions of Subscription for Units" including, without limitation, the representations, warranties and covenants set forth in the applicable schedules attached thereto which forms part of and is hereby incorporated by reference into this Subscription Agreement. The Subscriber further ag
Consulting AgreementConsulting Agreement • January 20th, 2006 • Paramount Gold Mining Corp. • Metal mining • Ontario
This agreement (the “Agreement”) is made and entered into as of the 20th day of December 2005, by and between Alain Vachon (the “Consultant”) and Paramount Gold Mining Corp, a Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act (“PARAMOUNT”); the Consultant and Paramount being sometimes hereinafter collectively referred to as the “Parties” or generically as a “Party.”
EMPLOYMENT AGREEMENT made as of this 5 day of November 2012.Employment Agreement • November 7th, 2012 • Paramount Gold & Silver Corp. • Metal mining • Ontario
THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:
SECURITY AGREEMENTSecurity Agreement • July 21st, 2008 • Paramount Gold & Silver Corp. • Metal mining • Delaware
SECURITY AGREEMENT (this “Agreement”), dated as of May ___ , 2008 between MEXORO MINERALS LTD., a Colorado corporation, Sunburst de Mexico S.A. de C.V.,a Mexican corporation ( unless specifically indicated to the contrary both Mexoro Minerals Ltd. (“Mexoro”) and Sunburst de Mexico S.A. de C.V. are hereinafter referred to as the “Borrower”), and Paramount Gold and Silver Corp., a Delaware corporation, (“Lender”). The Lender and Mexoro Minerals are concurrently entering into a Secured Convertible Debenture, dated as of even date herewith, (as amended, modified or supplemented from time to time in accordance with its terms, the (“Debenture”) pursuant to which the Lender will make a loan to Mexoro in the Principal Amount (as such term is defined in the Debenture) pursuant to, and subject to the terms and conditions thereof.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND between Paramount gold and silver corp. AND paramount GOLD nevada corp. DATED AS OF APRIL 17, 2015Separation and Distribution Agreement • April 17th, 2015 • Paramount Gold & Silver Corp. • Metal mining • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 17, 2015 (this “Agreement”), is by and among PARAMOUNT GOLD AND SILVER CORP., a Delaware corporation (the “Company”) and PARAMOUNT GOLD NEVADA CORP., a Nevada corporation and a wholly-owned subsidiary of the Company (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Paramount Logo]Letter Agreement Regarding Board of Director Representation • October 8th, 2009 • Paramount Gold & Silver Corp. • Metal mining
This letter will confirm our understanding and agreement regarding the appointment, initially, of two (2) persons nominated by FCMI Financial Corporation (“FCMI”) (each such person, including any successors to the original persons nominated by FCMI, is referred to herein, individually, as a “Nominee”) to be a member of the Board of Directors of Paramount Gold and Silver Corp. (the “Corporation”) in connection with the closing of the financing transactions contemplated by that certain Subscription Agreement dated as of March 12, 2009 (the “Agreement”).
LOAN AGREEMENTLoan Agreement • June 28th, 2010 • Paramount Gold & Silver Corp. • Metal mining • British Columbia
The Lender shall promptly advise the Borrower if it is not prepared to make the Loan Advance and specify the reasons therefor. 6. Grid; Account of Record. The amount of each Loan Advance made by the Lender to the Borrower shall be entered by the Lender on the Grid and the record thereof shall, in the absence of fraud, manifest error or negligence on the part of the Lender with respect thereto, constitute conclusive proof of the fact of all such Loan Advances made to the Borrower under this Loan Agreement from time to time. The Borrower expressly acknowledges and agrees that the Grid may be completed by the Lender as aforesaid and that this Loan Agreement and the Grid completed as aforesaid may be introduced as evidence of the available balance of the Credit Facility hereon without the necessity for further proof of the facts thereof. 7. Disbursement of Loan Advances. Loan Advances shall be disbursed by the Lender by wire transfer to a bank account of the Borrower to be identified by th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2009 • Paramount Gold & Silver Corp. • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of March 19, 2009, is entered into by and between Paramount Gold and Silver Corp., a Delaware corporation (the “Company”) and FCMI Financial Corporation, an Ontario corporation (the “Investor”).
PARAMOUNT GOLD AND SILVER CORP. SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • October 8th, 2009 • Paramount Gold & Silver Corp. • Metal mining • Ontario
The Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees to purchase from Paramount Gold and Silver Corp. (the “Company”) that number of units of the Company (the “Units”) set out below at a price of C$0.75 per Unit. Each Unit is comprised of one common share of the Company (a “Unit Share”) and one non-transferable common share purchase warrant of the Company (the “Warrants”). Each Warrant shall entitle the holder thereof to acquire one common share of the Company (a “Warrant Share”) at an exercise price of C$1.05 during a term commencing on the date that is 6 months following the Closing Date (as defined hereunder) and ends on the date that is 48 months following the Closing Date. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units” including, without limitation, the representations, warranties and covenants set forth in the applicable schedules attached thereto which forms
AGENCY AGREEMENTAgency Agreement • April 6th, 2007 • Paramount Gold Mining Corp. • Metal mining • Ontario
ContractAgreement and Plan of Merger • March 6th, 2015 • Paramount Gold & Silver Corp. • Metal mining • Delaware
AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 3, 2015, between COEUR MINING, INC., a Delaware corporation (“Parent”), HOLLYWOOD MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), PARAMOUNT GOLD AND SILVER CORP., a Delaware corporation (the “Company”), and PARAMOUNT NEVADA GOLD CORP., a British Columbia corporation and a wholly-owned Subsidiary of the Company (“SpinCo”).
AMENDMENT NO. 2 OF EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2012 • Paramount Gold & Silver Corp. • Metal mining
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties hereby agree that the Employment Agreement dated January 1, 2011, as amended, (the “Employment Agreement”) is hereby further amended as follows:
FINANCIAL ADVISORY SERVICES AGREEMENTFinancial Advisory Services Agreement • April 21st, 2009 • Paramount Gold & Silver Corp. • Metal mining • Delaware
PARAMOUNT GOLD AND SILVER CORP.Royalty Agreement • December 18th, 2014 • Paramount Gold & Silver Corp. • Metal mining • New York
NOW THEREFORE in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:
SUPPORT AGREEMENTSupport Agreement • August 6th, 2009 • Paramount Gold & Silver Corp. • Metal mining • British Columbia
Paramount and Klondex Mines Ltd. (“Klondex”) have entered into a binding letter agreement (the “Letter Agreement”) pursuant to which Paramount has agreed, subject to the terms of the Letter Agreement, to purchase all the issued and outstanding shares in the capital of Klondex by way of a statutory plan of arrangement (the “Transaction”);
August 3, 2005 Mr. Francis R. Biscan Jr. President & CEO American Stellar Energy Inc.Option Agreement • November 2nd, 2005 • Paramount Gold Mining Corp.
Re: Option Agreement on the San Miguel Groupings, near Temoris, Chihuahua, Mexico between Amermin S.A. de C.V., a 97% owned subsidiary of American Stellar Energy, Inc. (American Stellar) and Paramount Gold Mining Corp. in trust for a Mexican subsidiary to be created at a later date (Paramount). The San Miguel Groupings are approximately 800 acres and are known as Santa Clara, Las Tres S.S.S., San Luis, El Carmen, Swanick, Sangre De Cristo, Las Tres B.B.B., Guadalupe De Los Reyes, San Juan, El Rosario, San Miguel (Head of group) and Empalme.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 30th, 2012 • Paramount Gold & Silver Corp. • Metal mining • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) by and between Paramount Gold and Silver Corp., a Delaware corporation (the “Company”), and the undersigned individual, corporation, limited liability company, partnership, trust or employee benefit plan executing this Agreement as the investor (the “Investor”), provides as follows:
AMENDMENT NO. 3 OF EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2012 • Paramount Gold & Silver Corp. • Metal mining
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties hereby agree that the Employment Agreement dated January 1, 2010, as amended, (the “Employment Agreement”) is hereby further amended as follows:
Paramount Gold & Silver Corp. 346 Waverley Street, Suite 110 Ottawa, Ontario, Canada K2P 0W5Purchase and Sale Agreement • March 23rd, 2009 • Paramount Gold & Silver Corp. • Metal mining • British Columbia
This letter agreement (the “Letter Agreement”) confirms and documents the terms and conditions upon which Paramount Gold and Silver Corp. (the “Purchaser”) will acquire from Mitchell Innovations Ltd. (“Mitchell”) and Max Ventures Ltd. (“Max”, collectively with Mitchell the “Vendors”) all of the issued and outstanding shares of Magnetic and acquire, by way of assignment, the shareholder loans owed by Magnetic to Mitchell and Max (the “Acquisition”). Magnetic is the sole beneficial shareholder of Minera Gama, S.A. de C.V. (“Minera Gama”) which holds interests in various mineral concession in Mexico which the Purchaser wishes to retain in Minera Gama and as more particularly described in Schedule “A” attached hereto (the “Properties”). In addition, Minera Gama holds interests in various mineral concessions in Mexico (other than the Properties) which will be transferred to the Vendors or their nominee following closing of the Acquisition (“Closing”), which properties will be identified by
Memorandum March 9, 2009 Agreement between FCMI Financial Corporation (“FCMI”) Rudi Fronk (“Rudi”) Jim Anthony (“Jim”) Re: Investment in Paramount Gold & Silver by FCMI Financial Corporation Each of Rudi and Jim will have a 7.5% profit participation...Investment Agreement • May 28th, 2009 • Paramount Gold & Silver Corp. • Metal mining
The profit participation will only be calculated based on gains realized by FCMI on disposition of investment in Paramount. The investments in Paramount will include the shares acquired on the subscription for the 12,000,000 shares and the exercise of the warrants.
Christopher Crupi, CA Ottawa, Ontario Canada K2P 1B8Executive Contract • November 2nd, 2005 • Paramount Gold Mining Corp.
This letter confirms that you have retained me to act as President and Secretary of Paramount Gold Mining Corp. (the Company) for an indefinite period. This letter outlines the Services to be provided.
AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • September 2nd, 2008 • Paramount Gold & Silver Corp. • Metal mining • Ontario
The Buyer and Seller are parties to a Joint Venture Agreement dated as of February 7, 2007 (the “Joint Venture Agreement”) with respect to exploration, development and exploitation of mineral deposits located in certain mining concessions in Mexico (the “Joint Venture”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 3rd, 2012 • Paramount Gold & Silver Corp. • Metal mining • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) by and between Paramount Gold and Silver Corp., a Delaware corporation (the “Company”), and the undersigned individual, corporation, limited liability company, partnership, trust or employee benefit plan executing this Agreement as the investor (the “Investor”), provides as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • March 23rd, 2009 • Paramount Gold & Silver Corp. • Metal mining
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares of Paramount Gold and Silver Corp. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
AMENDMENT NO. 1 TO ATM SALES AGREEMENTAtm Sales Agreement • February 1st, 2012 • Paramount Gold & Silver Corp. • Metal mining • New York
Paramount Gold and Silver Corp., a Delaware corporation (the “Company”), and MLV & Co. LLC, a Delaware limited liability company, formerly known as McNicoll, Lewis & Vlak LLC, a Delaware limited liability company (“MLV”), are parties to that certain At Market Issuance Sales Agreement dated June 23, 2011 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows (to be effective as set forth in paragraph 6 below):
July 19, 2009 Board of Directors of Klondex Mines Ltd. Suite 750 – 580 Hornby Street Vancouver, British Columbia V6C 3B6Acquisition Agreement • July 22nd, 2009 • Paramount Gold & Silver Corp. • Metal mining • British Columbia
This letter agreement (the “Letter Agreement”) sets out the principal terms upon which Paramount Gold and Silver Corp. (“Paramount”) will (i) purchase all of the issued and outstanding common shares (the “Klondex Shares”) of Klondex Mines Ltd. (“Klondex”) from the holders thereof in consideration for common shares of Paramount (“Paramount Shares”), and (ii) exchange all outstanding options and warrants of Klondex for options and warrants of Paramount, as a result of which: (i) Klondex will become a wholly-owned subsidiary of Paramount; (ii) the shareholders of Klondex (the “Klondex Shareholders”) will become shareholders of Paramount, and (iii) the holders of options and warrants of Klondex will become holders of options and warrants of Paramount. The foregoing are collectively referred to as the “Merger” and together with the other transactions contemplated hereby, the “Transactions”).
November 25, 2005 Mr. K.C. Kane Drilling Consultants Inc. Spokane, Washington 99205 VIA FACSIMILE: (509) 684-3105Option Agreement • January 20th, 2006 • Paramount Gold Mining Corp. • Metal mining
Re: Option Agreement to acquire a 100% interest in La Blanca property, located in the municipality of Guazapares, Chihuahua, Mexico between Drilling Consultants Inc. (Kane) and Paramount Gold de Mexico S.A. (Paramount), a wholly-owned subsidiary of Paramount Gold Mining Corp., a U.S. publicly-traded company. La Blanca consists of 4 concessions totaling approximately 150 hectares.
PARAMOUNT GOLD AND SILVER CORP. SUITE 110 – 346 WAVERLY STREET OTTAWA, ONTARIO K2P 0W5Assignment of Option Agreement • March 23rd, 2009 • Paramount Gold & Silver Corp. • Metal mining
This letter agreement (“Letter Agreement”) confirms and documents the terms on which Paramount Gold and Silver Corp. (“PGS”) will acquire, through its Mexican subsidiary, Paramount Gold de Mexico S.A. de C.V. (“PGS Mexico”, and collectively with PGS are referred to herein as “Paramount”) and Garibaldi Resources Corp. (“GRC”) and its Mexican subsidiary, Minera Pender, S.A. de C.V. (“Minera Pender”, and collectively with GRC are referred to herein as “Garibaldi”), will transfer and assign to Paramount, the option (the “Option”) granted by Minera Gama S.A. de C.V. (“Minera Gama”) to Garibaldi, pursuant to a mineral property option agreement dated April 18, 2006 between Minera Gama and Garibaldi Granite Corp. (now known as Garibaldi Resources Corp.) as amended by a mineral property amending agreement dated January 22, 2007 (together the “Option Agreement”), to earn up to a 100% interest, subject to a 2% net smelter return royalty payable to Minera Gama, in the concessions for mineral explo
