Exhibit 99.1 ================================================================== ============== PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (for completion by non- United States residents) ARBUTUS RESOURCES, INC. The undersigned (the "Purchaser") hereby...Private Placement Subscription Agreement • May 30th, 2006 • Arbutus Resources, Inc. • Nevada
COMMON STOCK PURCHASE WARRANTSecurity Agreement • November 23rd, 2016 • MV Portfolios, Inc. • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________, or its assigns (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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the sooner of (i) two (2) years after the Reporting Compliance Date as defined in the Purchase Agreement, or (ii) the four (4) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MV PORTFOLIOS, INC., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 10th, 2014 • California Gold Corp. • Metal mining • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of February 2014 (the “Effective Date”), by and between California Gold Corp., a Nevada corporation headquartered at c/o Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor, New York, New York 10022 and William D. Meadow, an individual residing at 4544 Swilcan Bridge Lane North, Jacksonville, Florida 32224 (“Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG CROMWELL URANIUM CORP., CROMWELL ACQUISITION CORP. AND CROMWELL URANIUM HOLDINGS, INC. July 11, 2007Merger Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 11, 2007, by and among Cromwell Uranium Corp. (formerly known as Arbutus Resources, Inc.), a Nevada corporation (the “Parent”), Cromwell Acquisition Corp., an Arizona corporation (the “Acquisition Subsidiary”) and Cromwell Uranium Holdings, Inc., an Arizona corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 23rd, 2016 • MV Portfolios, Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November ___, 2016, between MV Portfolios, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 11, 2007 (the “Effective Date”) between Cromwell Uranium Corp. (f/k/a Arbutus Resources, Inc.), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
STOCK OPTION AGREEMENT CALIFORNIA GOLD CORP.Stock Option Agreement • May 17th, 2011 • California Gold Corp. • Metal mining
CALIFORNIA GOLD CORP., a company incorporated pursuant to the laws of the State of Nevada, of 4515 Ocean View Blvd., Suite 305, La Canada, CA 91011
CROMWELL URANIUM CORP. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between Cromwell Uranium Corp., a Nevada corporation and its affiliated companies (collectively referred to as the “Company"), and Robert McIntosh (“Executive”). Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the “Effective Date” set forth in Section 14 below.
CONSULTING AGREEMENTConsulting Agreement • April 15th, 2013 • California Gold Corp. • Metal mining • New York
CONSULTING AGREEMENT dated as of January 17, 2011 (the “Agreement”) by and between George Duggan (the “Consultant”) and California Gold Corp. (the “Company”).
AGREEMENTGeological Review Agreement • April 15th, 2013 • California Gold Corp. • Metal mining • New York
This agreement (the “Agreement”) is made and entered into by and between American Strategic Minerals Corporation (“Amicor”) and California Gold Corp. (“California Gold”), effective as of March 19, 2012 (the “Effective Date”).
CALIFORNIA GOLD CORP. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 6th, 2014 • California Gold Corp. • Metal mining • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the 7th day of February 2014 and effective as of February 7, 2014 (the “Grant Date”), is between California Gold Corp., a Nevada corporation (the “Company”), and William D Meadow (the “Optionee”), a director, officer or employee of, or consultant or advisor to, the Company or a subsidiary of the Company (a “Related Corporation”), pursuant to the California Gold Corp. 2014 Equity Incentive Plan (the “Plan”).
CANCELLATION AGREEMENTCancellation Agreement • April 15th, 2013 • California Gold Corp. • Metal mining • Nevada
CANCELLATION AGREEMENT, dated December 22, 2010 (this “Agreement”), by and among, California Gold Corp., a Nevada corporation (the “Company”), and James Davidson (the “Cancelling Party”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • August 9th, 2007 • US Uranium Inc. • Metal mining • New York
THIS PLEDGE AND ESCROW AGREEMENT (the “Escrow Agreement”) is made and entered into as of August 8, 2007 (the “Effective Date”) by and among CROMWELL URANIUM CORP., a corporation organized and existing under the laws of the State of Nevada (the “Pledgee”), CROMWELL URANIUM HOLDINGS, INC., a corporation organized and existing under the laws of the State of Arizona (the “Borrower”), Robert McIntosh (the “Stockholder”) (each of the Borrower and the Stockholder are sometimes hereinafter referred to individually as a “Pledgor” and collectively as the “Pledgors”), and GOTTBETTER & PARTNERS, LLP, a New York limited liability partnership, as escrow agent (the “Escrow Agent”).
RIGHT TO SHARES AGREEMENTRight to Shares Agreement • November 23rd, 2016 • MV Portfolios, Inc. • Metal mining
This Right to Shares Agreement, dated and effective as of November ___, 2016 (this “Agreement”) constitutes an agreement between MV Portfolios, Inc., a Nevada corporation (the “Company”) and __________________ (the “Holder”).
REVERSAL LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENTReversal Loan and Control Share Pledge and Security Agreement • April 15th, 2013 • California Gold Corp. • Metal mining • New York
THIS REVERSAL LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made this 8th day of August, 2007, by and among CROMWELL URANIUM HOLDINGS, INC., an Arizona corporation (“Borrower”), Robert McIntosh (the “Stockholder”), and CROMWELL URANIUM CORP., a Nevada corporation (“Lender”).
REVERSAL AGREEMENTReversal Agreement • April 15th, 2013 • California Gold Corp. • Metal mining • New York
AGREEMENT (this “Agreement”), dated as of August 8, 2007, by and between Cromwell Uranium Corp., a Nevada corporation (the “Parent”), Robert McIntosh (“McIntosh”) and Cromwell Uranium Holdings, Inc., an Arizona corporation (the “Company”). The Parent, McIntosh and the Company are each a “Party” and referred to collectively herein as the “Parties.”
PROPERTY OPTION AGREEMENTProperty Option Agreement • April 15th, 2013 • California Gold Corp. • Metal mining • Nevada
a corporation formed under the laws of British Columbia, Canada and having an office at 1166 Alberni Street, Suite 1008, Vancouver, British Columbia, V6E 3Z3, Canada
SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2013 • California Gold Corp. • Metal mining • New York
Initial _______ I have a net worth (including homes, furnishings and automobiles, but excluding for these purposes the value of my primary residence) in excess of $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. (For purposes of calculating your net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness tha
CONSULTING AGREEMENTConsulting Agreement • April 15th, 2013 • California Gold Corp. • Metal mining • New York
CONSULTING AGREEMENT dated as of October 15, 2010 (the “Agreement”) by and between Edward Karr, an individual (the “Consultant”), and California Gold Corp. (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • February 12th, 2013 • California Gold Corp. • Metal mining • New York
CONSULTING AGREEMENT dated as of January 18, 2011 (the “Agreement”) by and between Melechdavid Inc. (the “Consultant”) and California Gold Corp. (the “Company”).
Registration Rights AgreementRegistration Rights Agreement • April 15th, 2013 • California Gold Corp. • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 11, 2007 (the “Effective Date”) between Cromwell Uranium Corp. (f/k/a Arbutus Resources, Inc.), a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
LOAN AGREEMENTLoan Agreement • May 17th, 2011 • California Gold Corp. • Metal mining • New York
THIS LOAN AGREEMENT (this "Agreement") is made this __ day of _______, 2009 by and between California Gold Corp., a Nevada corporation (“Borrower”), and ____________ (“Lender”).
LOAN AGREEMENTLoan Agreement • March 7th, 2013 • California Gold Corp. • Metal mining • New York
THIS LOAN AGREEMENT (this “Agreement”) is made this ____ day of _________, 20__ by and between California Gold Corp., a Nevada corporation (“Borrower”) with a principal place of business at 6830 Elm Street, McLean, VA 22101, and _________________ (“Lender”), an individual with a residence at _____________________________________________________.
ContractOption Surrender Agreement • May 6th, 2014 • California Gold Corp. • Metal mining • New York
ERASTAR CONSULTING AGREEMENTConsulting Agreement • October 31st, 2014 • MV Portfolios, Inc. • Metal mining • Nevada
This Consulting Agreement (the "Agreement") effective as of October 27, 2014 is entered into by and between MY Portfolios, Inc., a Nevada corporation, located at 10752 Deerwood Park Blvd., Jacksonville, Fl 32256 (herein referred to as the "Company") and EraStar Inc., a Nevada corporation located at 11411 Southern Highlands Parkway, Suite 160, Las Vegas NV 89141 (herein referred to as "EraStar"), and replaces and supersedes any and all other agreements between the above parties.
May 2, 2011Service Agreement • May 17th, 2011 • California Gold Corp. • Metal mining
CONSULTING AGREEMENTConsulting Agreement • August 10th, 2011 • California Gold Corp. • Metal mining • New York
CONSULTING AGREEMENT dated as of June 6, 2011 (the “Agreement”) by and between Michael Baybak (the “Consultant”) and California Gold Corp. (the “Company”).
FORM OF COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • December 30th, 2010 • California Gold Corp. • Metal mining • New York
AMENDMENT NO. 1 TOConsulting Agreement • August 10th, 2011 • California Gold Corp. • Metal mining
This Amendment No. 1 to Consulting Agreement (the “Amendment”) is made as of June 6, 2011, between James D. Davidson (the “Consultant”) and California Gold Corp. (the “Company”). This Amendment amends the Consulting Agreement between the Consultant and the Company, dated as of January 28, 2011 (the “Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Agreement.
US URANIUM INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • November 13th, 2007 • US Uranium Inc. • Metal mining • New York
THIS RESTRICTED STOCK PURCHASE AGREEMENT is made as of November 12, 2007 by and between US Uranium Inc., a Nevada corporation (the “Company”), and James D. Davidson (the “Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • February 10th, 2014 • California Gold Corp. • Metal mining • New York
CONSULTING AGREEMENT dated as of February 7, 2014 (the “Agreement”) by and between David Rector (the “Consultant”) and California Gold Corp. (the “Company”).
Strictly Private & ConfidentialSettlement and Release Agreement • May 6th, 2014 • California Gold Corp. • Metal mining
Strictly Private & ConfidentialSettlement and Release Agreement • May 6th, 2014 • California Gold Corp. • Metal mining
MONMOUTH AGREEMENT THIS AGREEMENT is dated effective the 12th day of June, 2007.Purchase Agreement • July 13th, 2007 • Cromwell Uranium Corp. • Metal mining • Ontario
SUBSCRIPTION AGREEMENTSubscription Agreement • December 15th, 2008 • US Uranium Inc. • Metal mining • New York
