FOCUS GOLD CORPORATION SAMPLE NON-QUALIFIED STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • December 19th, 2011 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
This Stock Option Grant Agreement (the “Agreement”) is entered into on ____________ 201_, by and between Focus Gold Corporation, a Nevada corporation (the “Corporation”), and __________________ (the “Optionee”), effective as of ______________ 201_ (the “Grant Date”).
ContractCommon Stock Purchase Warrant • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Florida
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
FOCUS GOLD CORPORATION SAMPLE PERFORMANCE-BASED AWARD AGREEMENTPerformance-Based Award Agreement • December 19th, 2011 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
THIS PERFORMANCE-BASED AWARD AGREEMENT (this “Agreement”) is dated as of __________, 201_ (the “Award Date”), by and between Focus Gold Corporation., a Nevada corporation (the “Corporation”), and _________________ (the “Participant”).
SECURITY AGREEMENTSecurity Agreement • September 16th, 2009 • Gold Bag, Inc. • Real estate agents & managers (for others) • Texas
This Security Agreement (“Agreement”) is made this date by and between Lance Ayers (“Shareholder”) and Noel Noel, Ltd. (“Secured Party”).
FOCUS GOLD CORPORATION A NEVADA CORPORATION (THE “COMPANY”) COMMON STOCK PURCHASE WARRANT CERTIFICATESecurities Agreement • June 4th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others)
THIS COMMON STOCK PURCHASE WARRANT CERTIFICATE CERTIFIES that, for value received, Richard O. Weed (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after issuance (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Company, one fully paid and non-assessable share of common stock, $0.00001 par value (the “Common Stock”) per Warrant (hereinafter defined as “Warrant” and the “Warrant Shares” underlying such Warrant). The purchase price of one share of Common Stock (the “Exercise Price”) under each Warrant shall be Twenty Cents ($0.20). The purchase right represented by this Warrant expires five years after issuance.
SECURITY AGREEMENT DOCUMENT SA-03222012Security Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Florida
This SECURITY AGREEMENT is made on this 22nd day of March, 2012 between Focus Gold Corporation, a Nevada corporation (the “Company” or the “Debtor”), and JMJ Financial, its Principal, or its Assignees (the “Secured Party”).
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOCUS GOLD CORPORATIONPrivate Placement Subscription Agreement • May 23rd, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
ContractCommon Stock Purchase Warrant • May 23rd, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others)
GOLD BAG, INC. C/O WEED & CO. LLPEmployment Agreement • June 13th, 2011 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
The purpose of this letter is to set forth the terms and conditions of an at-will employment agreement (the “Agreement”) between Dorian L. (Dusty) Nicol, an individual (“NICOL” or the “Executive”), and Gold Bag, Inc., a Nevada corporation (“GBGI” or the “Company”) that shall become effective as of January 1, 2011.
SECURITIES PURCHASE AGREEMENT DOCUMENT SPA-03222012Securities Purchase Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2012, between Focus Gold Corporation, a Nevada corporation (the “Company”) and JMJ Financial (the “Purchaser”) (referred to collectively herein as the “Parties”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Ontario
WHEREAS the Debtor is indebted to the Secured Party in the principal sum of Three Hundred Thousand ($300,000) Dollars, as evidenced by a convertible debenture dated as of date hereof (the “Convertible Debenture”);
GOLD BAG SIGNS AGREEMENT TO ACQUIRE HIGH GRADE GOLD MINE IN MEXICOAcquisition Agreement • November 19th, 2010 • Gold Bag, Inc. • Real estate agents & managers (for others)
NOVEMBER 17, 2010, Reno, NV, Gold Bag Inc. (OTC:GBGI) and its new wholly owned subsidiary, Focus Gold Mexico Corp. (“FGM”), have signed a definitive agreement to acquire Fairfields Gold S.A. de CV (“Fairfields”), a private Mexican corporation. Fairfields holds an option to acquire 100% of the Huicicila Gold Mine (the “Project”) in Nayarit, Mexico. The Huicicila project is a high grade gold-silver mesothermal vein system with strong possibilities to become a large high grade ore deposit. The Project is located 25 kilometres southeast of Tepic and 10 kilometeres northwest of Compostela in the State of Nayarit and was historically mined by Asarco into the 1930’s. The Project is covered by five mining claims with a surface area of 1,012 hectares. At present, at least 9 veins are known within the property, with only one being explored recently, namely the Miravalles vein.
ASSIGNMENT AGREEMENTAssignment Agreement • March 29th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Ontario
WHEREAS ERC is indebted to Focus Gold in the amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) (the “Debt”) as evidenced by a promissory note dated October 2, 2012 (the “Note”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 10th, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Ontario
NOW THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby irrevocably acknowledged by the parties, the parties agree with each other as follows:
GENERAL SECURITY AGREEMENTGeneral Security Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Ontario
WHEREAS the Guarantor has guaranteed a debt from Focus Celtic Gold Corp. to the Secured Party in the principal sum of Three Hundred Thousand ($300,000) Dollars, which debt is evidenced by a convertible debenture dated as of date hereof (the “Convertible Debenture”);
Addendum to Securities Purchase AgreementSecurities Purchase Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others)
This Addendum, dated March 22, 2012, between Focus Gold Corporation (the “Company”) and JMJ Financial (the “Purchaser”) amends the Securities Purchase Agreement SPA-03222012, dated March 22, 2012, between the Company and the Purchaser and the transaction documents related to SPA-03222012, including Convertible Promissory Note Document A-03222012, Warrant W-03222012, Representations & Warranties RW-03222012, and Default D-03222012 (SPA-03222012 and the related transaction documents collectively are the “Transaction Documents”).
MUTUAL RELEASE AND SETTLEMENT AGREEMENTMutual Release and Settlement Agreement • October 23rd, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
This Mutual Release and Settlement Agreement (the “Release”) is made and given on this the 21st of October, 2013, between Focus Gold Corporation, a Nevada corporation; (“FGLD”); and Gordon F. Lee, the Chairman and CEO of FGLD (“Lee”), (collectively the “Parties” or each a “Party” throughout this Release).
SHARE PURCHASE AGREEMENT November 10, 2010Share Purchase Agreement • November 19th, 2010 • Gold Bag, Inc. • Real estate agents & managers (for others) • Delaware
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties hereby agree as follows:
ContractLetter of Intent • April 8th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others)
REPRESENTATIONS AND WARRANTIES AGREEMENT DOCUMENT RW-03222012Representations and Warranties Agreement • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others)
These Representations and Warranties apply to the Securities Purchase Agreement Document SPA-03222012 (the “Agreement”) dated as of March 22, 2012, between Focus Gold Corporation, a Nevada corporation (the “Company”) and JMJ Financial (the “Purchaser”). All capitalized terms not otherwise defined herein shall have the meanings given such terms in the Agreement.
EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN GOLD BAG INC. AND Grant White MADE AS OF February 23, 2011Executive Employment Agreement • June 13th, 2011 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
ARTICLE 7- EXECUTIVE'S RIGHTS ON A CHANGE IN CONTROL OR TERMINATION WITHOUT CAUSE 7.1 Executive's Termination Rights After a Change in Control 8 7.2 Continuation of Employment for Interim Period 9 7.3 Benefits on Termination following Change of Control 9 7.4 Letter of Credit 10 7.5 Successor 10 ARTICLE 8 - INDEMNITY 8.1 General 10 8.2 Legal Proceedings 10 8.3 Related Corporations 11 ARTICLE 9 - GENERAL 9.1 Annual Review 11 9.2 Withholding 11 9.3 Benefit of Agreement/ Assignment 11 9.4 Entire Agreement 11 9.5 Amendments and Waivers 11 9.6 Severability 11 9.7 Notices 12 9.8 Further Assurances 12 9.9 Governing Law 12 9.10 Attornment 12 9.11 Independent Advice 13 9.12 Counterparts 13
FOCUS GOLD CORPORATIONServices Agreement • September 26th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
This Agreement is made effective as of June 1, 2013 by and between FOCUS GOLD CORPORATION, of 4695 MacArthur Court, Suite 1430, Newport Beach, California 92660, and Victoria J. Blackburn, of P. O. Box 20238, Wickenburg, Arizona 85358.
SERVICE AGREEMENT Metals (i.e., gold, silver, platinum)Service Agreement • June 17th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
This Service Agreement is made to be effective as of June 15, 2013 between Focus Gold Corporation, a Nevada corporation, (“FGLD”), and Gordon F. Lee Group, LLC (“GFLG”).
ACQUISITION AGREEMENT February 21, 2011 FOCUS CELTIC GOLD CORPORATION and GOLD BAG INC. and METALLUM RESOURCES plcAcquisition Agreement • November 3rd, 2011 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Delaware
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of June 14, 2013, to be effective retroactively as of June 1, 2013, by Focus Gold Corporation, a Nevada corporation (the “Company”) and Gordon F. Lee (the “Executive”).
Fairfields Gold S.A. de CV a Wholly-Owned subsidiary of Focus Gold Mexico Limied a Wholly-Owned subsidiary of Focus Gold Corporation (Collectively the “Vendor”) - and - (the “Purchaser”)Asset Purchase Agreement • December 29th, 2011 • FOCUS GOLD Corp • Real estate agents & managers (for others)
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 16th, 2009 • Gold Bag, Inc. • Real estate agents & managers (for others)
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment to Agreement”) is entered into and made effective as of the 2nd day of September, 2009 (the “Effective Date”), by and between Noel Noel, Ltd., an entity formed under the laws of the United Kingdom with its principal office located in Ashington, Northumberland, United Kingdom (“Seller”) and Lance Ayers, an individual residing in Dallas County, Texas (“Buyer”).
GUARANTEEGuarantee • August 1st, 2012 • FOCUS GOLD Corp • Real estate agents & managers (for others)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, METALLUM EXPLORATION LIMITED, (hereinafter called the “Guarantor”) hereby guarantees payment on demand to the Creditor of the sum of THREE HUNDRED THOUSAND ($300,000.00) DOLLARS, owing by:
AMENDING AGREEMENTAmending Agreement • January 19th, 2011 • Gold Bag, Inc. • Real estate agents & managers (for others) • Delaware
WHEREAS the parties hereto entered into a share purchase agreement dated November 10, 2010 (the “Purchase Agreement”) pursuant to which, among other things, the Purchaser agreed to purchase from the Sellers all of the issued and outstanding shares of the Corporation upon the terms and conditions set forth in the Memorandum of Understanding;
SERVICE AGREEMENT Energy (i.e., coal, coal rights, hydrocarbons, oil and gas)Service Agreement • June 17th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
This Service Agreement is made to be effective as of June 15, 2013 between Focus Gold Corporation, a Nevada corporation, (“FGLD”), and Carbon Energy Handling, Inc. (“CEHI”).
FOCUS GOLD CORPORATIONService Agreement • October 8th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
This Agreement is made effective as of June 1, 2013 by and between FOCUS GOLD CORPORATION, 51033 N. 330th Ave. Wickenburg, AZ 85390, and Gordon F. Lee, CEO. In this Agreement, the party who is contracting to receive services shall be referred to as "FOCUS GOLD CORPORATION", and the party who will be providing the services shall be referred to as “Gordon F. Lee”.
OPTION AGREEMENTOption Agreement • October 27th, 2010 • Gold Bag, Inc. • Real estate agents & managers (for others) • Ontario
VICTORIA GOLD CORP., a corporation formed under the laws of the Province of British Columbia and having an office for business located at 80 Richmond Street West, Suite 303, Toronto, Ontario M5H 2A4
AMENDING AGREEMENTAcquisition Agreement • November 3rd, 2011 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Delaware
WHEREAS the parties hereto entered into an acquisition agreement dated February 21, 2011 (the "Acquisition Agreement") pursuant to which, among other things, the Purchaser agreed to purchase from the Shareholders all of the issued and outstanding shares of the Corporation upon the terms and conditions set forth in the Acquisition Agreement;
SHARE PURCHASE AGREEMENtShare Purchase Agreement • February 14th, 2013 • FOCUS GOLD Corp • Real estate agents & managers (for others) • Nevada
NOW THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby irrevocably acknowledged by the parties, the parties agree with each other as follows:
AMENDING AGREEMENTOption Agreement • October 27th, 2010 • Gold Bag, Inc. • Real estate agents & managers (for others) • Ontario
VICTORIA GOLD CORP., a corporation formed under the laws of the Province of British Columbia and having an office for business located at 80 Richmond Street West, Suite 303, Toronto, Ontario M5H 2A4
