CONTACT GOLD CORP. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant AgentWarrant Indenture • September 23rd, 2020 • Contact Gold Corp. • Gold and silver ores • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the "Warrant Agent")
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2019 • Contact Gold Corp. • Gold and silver ores • Nevada
CONTACT GOLD CORP., a company continued into the State of Nevada pursuant to the Nevada Revised Statutes (the "NRS"), having an office at Suite 1400, 400 Burrard Street, Vancouver British Columbia, V6C 3A6 Canada
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2020 • Contact Gold Corp. • Gold and silver ores • Nevada
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
CONTACT GOLD CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 10th, 2019 • Contact Gold Corp. • Gold and silver ores • Nevada
This RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made this 13th day of June, 2017, by and between Contact Gold Corp., a Nevada corporation (the "Company") and Vance Spalding, an individual resident of Elko, Nevada, USA ("Participant"). All capitalized terms used herein but not defined herein shall have the meanings given to them in the Contact Gold Corp. 2017 Stock and Incentive Plan (the "Plan").
ContractFirst Supplemental Indenture • June 17th, 2021 • Contact Gold Corp. • Gold and silver ores
FIRST SUPPLEMENTAL INDENTURE, dated as of June 4, 2021 (the "First Supplemental Indenture"), between Contact Gold Corp. (the "Corporation"), a corporation existing under the Business Corporations Act (British Columbia) (the "BCBCA"), and Computershare Trust Company of Canada, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada, as warrant agent (the "Warrant Agent").
SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2020 • Contact Gold Corp. • Gold and silver ores • Nevada
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 10th, 2019 • Contact Gold Corp. • Gold and silver ores • Nevada
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
LETTER OF INTENTLetter of Intent • August 6th, 2020 • Contact Gold Corp. • Gold and silver ores • Ontario
This binding letter of intent ("Letter of Intent") sets out the terms and conditions upon which Contact Gold Corp. (the "Company") and Waterton Nevada Splitter, LLC ("Waterton" and, together with the Company, the "Parties") will agree to (a) redeem all or a portion of the Class A Shares of Preferred Stock (the "Preferred Shares") held by Waterton, (b) complete a private placement transaction with Waterton for the purchase and sale of shares of common stock of the Company (the "Common Shares") (the transactions in subsection (a) and (b), referred to herein as the "Transaction"), and/or (c) complete the Article Amendments (as defined herein).
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 26th, 2021 • Contact Gold Corp. • Gold and silver ores • British Columbia
Contact Gold Corp. ("Contact Nevada" and following the Continuation (as defined below) referred to as "Contact BC") and 1299311 B.C. Ltd. ("BC Amalco") have entered into an arrangement agreement on the date hereof (the "Arrangement Agreement") in connection with the completion of an internal reorganization, pursuant to which Contact Nevada intends (a) to complete a plan of conversion under Section 92A.105 of the Nevada Revised Statutes to continue into the Province of British Columbia pursuant to Section 302 of the Business Corporations Act (British Columbia) (the "Continuation"), and (b) to complete a plan of arrangement with its securityholders and BC Amalco under section 288 of the Business Corporations Act (British Columbia) which will include, among other things, the vertical amalgamation with BC Amalco (the "Arrangement", and together with the Continuation the "Proposed Transaction").
AMENDING AGREEMENT #1 made as of the 31st day of January 2017. BETWEEN:Amending Agreement • April 10th, 2019 • Contact Gold Corp. • Gold and silver ores • British Columbia
WHEREAS Winwell and Carlin entered into an arrangement agreement dated December 8, 2016 (the “Arrangement Agreement”) to complete the RTO Transaction;
CONTACT GOLD CORP. - and - WATERTON PRECIOUS METALS FUND II CAYMAN, LP - and - MATTHEW LENNOX-KING - and - ANDREW FARNCOMB - and - JOHN DORWARD - and - MARK WELLINGS - and - GEORGE SALAMIS GOVERNANCE AND INVESTOR RIGHTS AGREEMENTGovernance and Investor Rights Agreement • April 10th, 2019 • Contact Gold Corp. • Gold and silver ores • Ontario
WHEREAS the Company, Carlin Opportunities Inc., the Founders and Waterton Nevada Splitter, LLC (the "Vendor"), a wholly-owned subsidiary of the Investor, and Clover Nevada II LLC have entered into a securities exchange agreement dated December 8, 2016 (the "Purchase Agreement") providing for the sale by the Vendor to the Company of the Company Interests (as defined in the Purchase Agreement);
SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 2019 • Contact Gold Corp. • Gold and silver ores • Nevada
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2019 • Contact Gold Corp. • Gold and silver ores • Nevada
CLOVER NEVADA II LLC, a limited liability company organized in the State of Nevada, having an office at 475 Railroad St., Elko, Nevada United States, 89801
ARRANGEMENT AGREEMENT BETWEEN: CONTACT GOLD CORP. AND 1299311 B.C. LTD. DATED AS OF APRIL 20, 2021Arrangement Agreement • April 26th, 2021 • Contact Gold Corp. • Gold and silver ores • British Columbia
AMENDING AGREEMENT #1 made as of the 31st day of January 2017. AMONG:Securities Exchange Agreement • November 19th, 2018 • Contact Gold Corp. • Gold and silver ores • Ontario
WATERTON NEVADA SPLITTER, LLC, a limited liability company existing under the laws of Nevada (hereinafter called “Waterton”)
