Colorado Goldfields Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 15th, 2008 • Colorado Goldfields Inc. • Metal mining • Nevada

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2008, by and between COLORADO GOLDFIELDS INC., a Nevada corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P., (the “Investor”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • October 15th, 2008 • Colorado Goldfields Inc. • Metal mining • New Jersey

THIS AGREEMENT dated as of the 29th day of August 2008 (the “Agreement”) between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (the “Investor”), and COLORADO GOLDFIELDS INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 4th, 2008 • Colorado Goldfields Inc. • Metal mining • Nevada

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 2008, by and between COLORADO GOLDFIELDS INC., a Nevada corporation (the “Company”), and YA GLOBAL INVESTMENTS, L.P., (the “Investor”).

EXECUTIVE EMPLOYMENT AGREEMENT C. STEPHEN GUYER
Executive Employment Agreement • June 17th, 2011 • Colorado Goldfields Inc. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 1st day of July 2011, by and between Colorado Goldfields Inc., (“Employer”), and C. Stephen Guyer (“Executive”). This Agreement replaces and supersedes the all prior Employment Agreements between Colorado Goldfields Inc. (“Employer”) and C. Stephen Guyer (“Guyer”).

OPTION AGREEMENT GOLD KING, MAYFLOWER AND MOGUL PROPERTIES
Option Agreement • June 26th, 2007 • Colorado Goldfields Inc. • Metal mining • Colorado

SAN JUAN CORP., a company incorporated under the laws of Colorado and having an office at 645 Water Street, Silver Plume, Colorado, U.S.A. 80476

Contract
Private Placement Subscription Agreement • November 15th, 2007 • Colorado Goldfields Inc. • Metal mining • 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").

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 7th, 2013 • Colorado Goldfields Inc. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into on August 6, 2012, to be made effective nunc pro tunc as of the 1st day of July 2013, by and between Colorado Goldfields Inc., ("Employer"), and C. Stephen Guyer ("Executive"). This Agreement replaces and supersedes all prior Employment Agreements between Colorado Goldfields Inc. and C. Stephen Guyer.

MINING LEASE WITH OPTION TO PURCHASE
Mining Lease With Option to Purchase • October 6th, 2009 • Colorado Goldfields Inc. • Metal mining

Frank J. Montonati and Don Laeding natural persons and their respective corporate entities more specifically described in Exhibit A, (hereinafter referred to as “Lessor”)

CONTRACT FOR PURCHASE
Contract for Purchase • November 6th, 2012 • Colorado Goldfields Inc. • Metal mining • Colorado

THIS PURCHASE AGREEMENT dated as of 2 November 2012, is between Jo Grant Mining Company, Inc. (“Seller”), and Colorado Goldfields Inc., (“Purchaser,” or “Company”).

EXECUTIVE EMPLOYMENT AGREEMENT LEE R. RICE
Executive Employment Agreement • August 7th, 2013 • Colorado Goldfields Inc. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 6th day of August 2013, and is retroactively effective on July 1, 2012, by and between Colorado Goldfields Inc. ("Employer"), and Lee R. Rice ("Executive").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 10th, 2014 • Colorado Goldfields Inc. • Metal mining • Colorado

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 22, 2014, is entered into between C. STEPHEN GUYER, an individual (the "Buyer"), and EPIC MINERAL RESOURCES, INC., a Colorado limited corporation (the "Seller").

TRUST AGREEMENT
Trust Agreement • November 21st, 2005 • Garpa Resources, Inc. • Ontario

Garpa Resources, Inc., a company duly incorporated under the laws of the State of Nevada and having an office at 5411 Calderwood Crescent, Richmond, British Columbia, Canada, V7C 3G2. (hereinafter called “Garpa”)

EXECUTIVE EMPLOYMENT AGREEMENT LEE R. RICE
Executive Employment Agreement • December 17th, 2008 • Colorado Goldfields Inc. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 10th day of September, 2008, by and between Colorado Goldfields Inc. (“Employer”), and Lee R. Rice (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT C. STEPHEN GUYER
Executive Employment Agreement • August 4th, 2008 • Colorado Goldfields Inc. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of July 1, 2008, by and between Colorado Goldfields, Inc., (“Employer”), and C. Stephen Guyer (“Executive”). This Agreement replaces and supersedes the Employment Agreement between Colorado Goldfields Inc. (“Employer”) and C. Stephen Guyer (“Guyer”) of 14 February 2008.

OPTION CONTRACT
Option Contract • January 11th, 2008 • Colorado Goldfields Inc. • Metal mining

THIS OPTION (“Option”) is made this 19th day of December, 2007, by and between Recreation Properties, LTD. (“Seller”), Thomas A. Warlick, and Colorado Goldfields Inc. (“Buyer”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 26th, 2014 • Colorado Goldfields Inc. • Metal mining • Colorado

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of June 19, 2014, is entered into between C. STEPHEN GUYER, an individual (the "Seller"), and EPIC MINERAL RESOURCES, INC., a Colorado limited corporation (the "Buyer").

AMENDMENT TO OPTION AGREEMENT
To Option Agreement • November 13th, 2007 • Colorado Goldfields Inc. • Metal mining

SAN JUAN CORP., a company incorporated under the laws of Colorado and having an office at 645 Water Street, Silver Plume, Colorado, U.S.A. 80476

PURCHASE AGREEMENT PARTIES
Purchase Agreement • June 17th, 2011 • Colorado Goldfields Inc. • Metal mining • Colorado

THIS PURCHASE AGREEMENT dated as of June 13, 2011, is between Algae Farm (USA), Inc. (Seller/Algae Farm), and Colorado Goldfields Inc, (Purchaser/Company).

CONTRACT FOR PURCHASE
Contract for Purchase • November 6th, 2012 • Colorado Goldfields Inc. • Metal mining • Colorado

THIS PURCHASE AGREEMENT dated as of 31 October 2012, is between Jo Grant Mining Company, Inc. (“Seller”), and Colorado Goldfields Inc., (“Purchaser,” or “Company”).

EXECUTIVE EMPLOYMENT AGREEMENT TODD C. HENNIS
Executive Employment Agreement • June 26th, 2007 • Colorado Goldfields Inc. • Metal mining • Colorado

This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 17th day of June, 2007, by and between Garpa Resources, Inc. ("Employer"), and Todd C. Hennis ("Executive").

PROPERTY AGREEMENT
Property Agreement • November 21st, 2005 • Garpa Resources, Inc. • Nevada

Jaroslav Ruza, an individual residing in the Province of British Columbia and having a address at 1002-1415 St. Georges Ave., British Columbia, Canada, V7L 4R9 (hereinafter called “Ruza”)

EMPLOYMENT AGREEMENT:
Employment Agreement • February 20th, 2008 • Colorado Goldfields Inc. • Metal mining • Colorado

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 14th day of February, 2008, by and between Colorado Goldfields Inc. (“Employer”) and C. Stephen Guyer (“Guyer”).

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