REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2011 • American Energy Fields, Inc. • Metal mining
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 20__, among American Energy Fields, Inc., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 24, 2009, is by and among American Energy Fields, Inc., a Delaware corporation (the “Parent”), Green Energy Fields, Inc., a Nevada corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 24, 2009, is made by and between American Energy Fields, Inc., a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • January 5th, 2011 • American Energy Fields, Inc. • Metal mining
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
Exhibit 99.1 SIENNA RESOURCES, INC. STOCK SUBSCRIPTION OFFER ________________________________________________ (the "Undersigned"), whose address is __________________________________________________________________, hereby offers to subscribe for...Stock Subscription Agreement • June 30th, 2008 • Sienna Resources, Inc.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 22nd, 2011 • American Energy Fields, Inc. • Metal mining • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 22, 2011, is made by and among SAGEBRUSH GOLD LTD., a Nevada corporation (the “Company”), CONTINENTAL RESOURCES ACQUISITION SUB, INC. the Company’s wholly-owned subsidiary and a Florida corporation (“Buyer”), and CONTINENTAL RESOURCES GROUP, INC., a Delaware corporation (“Seller”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 24, 2009, by American Energy Fields, Inc., a Delaware corporation (“Assignor”), and Sienna Resources Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • Delaware
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in American Energy Fields, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”) at a purchase price of $0.15 per share which Units shall include a two (2) year warrant to purchase fifty (50%) percent of the number of shares of common stock purchased (the “Warrant Shares”) at a per share exercise price of $0.40 (the “Exercise Price”), substantially in the form attached hereto as Exhibit A (the “Warrants”). For purposes of this Agreement, the term “Securities” shall refer to the Units, the Shares, the Warrants, and the Warrant Shares. This Agreement has been distributed by Green Energy Fields, Inc. (“GEF”) on behalf the intended successor in interest to the business of GEF, and as such, the delivery of funds by Subscriber to the a
ContractLLC Membership Interests Sale Agreement • March 23rd, 2011 • American Energy Fields, Inc. • Metal mining • Delaware
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • July 22nd, 2011 • American Energy Fields, Inc. • Metal mining • Florida
This Intellectual Property Assignment Agreement (the “Agreement”) is dated as of July 22, 2011 by and between Continental Resources Group, Inc., a Delaware corporation (the “Assignor”) and Continental Resources Acquisition Sub, Inc., a Florida corporation (the “Assignee”).
CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2010 • American Energy Fields, Inc. • Metal mining • Nevada
This Consulting Agreement (the “Agreement”) is entered into as of February 1, 2010. by and between American Energy Fields, (the “Company”) located at 3266 W. Galveston Dr., Suite 107, Apache Junction, Arizona 85220 and David P. Lieberman, located at 532 Pima Canyon Court, Las Vegas, Nevada, 89144, (the “Consultant”).
BILL OF SALEBill of Sale • July 22nd, 2011 • American Energy Fields, Inc. • Metal mining
This BILL OF SALE (the “Bill of Sale”), dated as of the 22nd day of July, 2011, is made and delivered by CONTINENTAL RESOURCES GROUP, INC., a Delaware corporation (“Seller”), to CONTINENTAL RESOURCES ACQUISITION SUB, INC., a Florida corporation (“Buyer”), pursuant to, and subject to the terms of, the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the date hereof by and among Seller, Buyer and Sagebrush Gold Ltd. (the “Company”). The terms of the Asset Purchase Agreement are incorporated herein by reference and capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Asset Purchase Agreement.
PURCHASE AND ROYALTY AGREEMENTPurchase and Royalty Agreement • August 20th, 2010 • American Energy Fields, Inc. • Metal mining • Arizona
Green Energy Fields, Inc., a Nevada corporation, whose address is 3266 W. Galveston #101, Apache Junction, Arizona 85120, telephone number (480) 288-6530, facsimile number (480) 288-6532 (hereinafter, the "Purchaser"),
AGREEMENT TO FILE JOINT SCHEDULE 13DAgreement to File Joint Schedule 13d • November 20th, 2012 • Continental Resources Group, Inc. • Metal mining
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Continental Resources Group, Inc., a Delware corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2011 • American Energy Fields, Inc. • Metal mining • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in American Energy Fields, Inc., a Delaware corporation (the “Company”) whose shares of common stock are quoted on the OTC bulletin board. The Company is conducting a private placement (the “Offering”) of units (the “Units”) at a purchase price of $0.50 per Unit, whereby each Unit consists of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Shares”) and (ii) a five (5) year warrant to purchase an additional share of the Company’s common stock (the “Warrant Shares”), at a per share exercise price of $0.50 (the “Exercise Price’), substantially in the form attached hereto as Exhibit A (the “Warrants”). Each Subscriber will be required to purchase a minimum of 200,000 Units, except that the Company, in its sole discretion, may accept subscriptions for less than the minimum num
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 22nd, 2011 • American Energy Fields, Inc. • Metal mining • New York
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of the date hereof by and among Sagrbrush Gold Ltd., a Nevada corporation (the “Company”), the Buyer and the Seller (the “Purchase Agreement”), the Seller agrees to assign and transfer to Buyer, and Buyer agrees to purchase, as of the Closing Date, all right, title and interest of Seller under the Contracts and all rights, title and interest of Seller being transferred pursuant to Section 2.1(a) of the Purchase Agreement; and
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • February 23rd, 2011 • American Energy Fields, Inc. • Metal mining • Colorado
AEFI is a publically traded corporation holding interests in several mineral properties in the US. ANR is engaged in the acquisition, exploration and development of uranium resource properties on the Colorado Plateau and currently holds ownership and leasehold interests in those unpatented mining claims and state mineral leases described on Exhibit A to this MOU (the “Mining Properties”). AEFI desires to acquire, and ANR desires to transfer to AEFI, all of ANR’s ownership and leasehold interests in and to the Mining Properties on the terms and conditions set forth herein.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 5th, 2011 • American Energy Fields, Inc. • Metal mining • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in American Energy Fields, Inc., a Delaware corporation (the “Company”) whose shares of common stock are quoted on the OTC bulletin board. The Company is conducting a private placement (the “Offering”) of a minimum of Two Million Dollars ($2,000,000) (the “Minimum Offering”) and a maximum of Ten Million Dollars ($10,000,000) (the “Maximum Offering”) of units (the “Units”) at a purchase price of $0.50 per Unit, which each Unit consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Shares”)and (ii) a five (5) year warrant to purchase one share of the Company’s common stock (the “Warrant Shares”), at a per share exercise price of $0.50 (the “Exercise Price’), substantially in the form attached hereto as Exhibit A (the “Warrants”). Each Subscriber will be required to p
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 20th, 2012 • Continental Resources Group, Inc. • Metal mining
This Amendment No. 1 to the Asset Purchase Agreement (the “Agreement”) dated as of July 22, 2011, is entered into to be effective as of this 15th day of August 2012, by and among Pershing Gold Corporation f/k/a Sagebrush Gold Ltd (“Pershing”), Continental Resources Acquisition Sub, Inc. (“Acquisition Sub”) and Continental Resources Group, Inc. (“Continental”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 29th, 2009 • American Energy Fields, Inc. • Metal mining • New York
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of November 30, 2009, by and between CPX Uranium, Inc. (“CPX”), with an address of 3266 West Galveston Road, #107 Apache Junction Arizona, 85220, NPX Metals, Inc., with an address of 3266 West Galveston Road, #107 Apache Junction Arizona, 85220 (“NPX” and collectively with “CPX”, “Assignor”), and Green Energy Fields, Inc a Nevada corporation (“Assignee”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • February 23rd, 2011 • American Energy Fields, Inc. • Metal mining
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
