Standard Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2021 • McEwen Mining Inc. • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2021, between McEwen Mining Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.9 ------------ Operating Agreement of the Members of Tonkin Springs LLC as Amended by and between Tonkin Springs Venture Limited Partnership and U.S. Environmental Corporation dated October 18, 2001. OPERATING AGREEMENT OF TONKIN SPRINGS...Operating Agreement • December 5th, 2002 • U S Gold Corp • Mineral royalty traders • Delaware
RECITALSTermination Agreement • August 4th, 2005 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 10.24 ------------- U.S. GOLD CORPORATION INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of August 8, 2002 (the "Date of Grant"), by and between U.S. Gold Corporation, a...Incentive Stock Option Agreement • December 5th, 2002 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 10.19 ------------- SUBSCRIPTION AGREEMENT BY AND BETWEEN U.S. GOLD CORPORATION and EXCALIBUR LIMITED PARTNERSHIP dated May 31, 2002 Name of Investor: Excalibur Limited Partnership Number of Units Subscribed: 857,143 THIS SUBSCRIPTION...Subscription Agreement • December 5th, 2002 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 2.2 STOCK SUBSCRIPTION AGREEMENT To: U.S. Gold Corporation 2201 Kipling Street, Suite 100 Lakewood, Colorado U.S.A. 80215-1545 The undersigned (the "Purchaser") hereby (subject to the terms and conditions hereof and the Letter Agreement...Stock Subscription Agreement • August 4th, 2005 • U S Gold Corp • Mineral royalty traders • Colorado
ARTICLE 1 TERM OF EMPLOYMENT ------------------Employment Agreement • October 25th, 2005 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 2.1 July 29, 2005 U.S. Gold Corporation 2201 Kipling Street, Suite 100 Lakewood, Colorado 80215-1545 Attention: Richard F. Mauro, Chairman of Independent Committee of Board of Directors Re: Private Placement into U. S. Gold Dear Mr. Mauro:...Stock Acquisition Agreement • August 4th, 2005 • U S Gold Corp • Mineral royalty traders • Colorado
AGREEMENTExploration Agreement • August 13th, 2004 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 10.39 FINDER'S FEE AGREEMENT THIS AGREEMENT is made as of the 25 day of February, 2004, AMONG: U.S. Gold Corporation, a Colorado corporation, having an office at 2201 Kipling Sheet, Suite 100, Lakewood, Colorado 80215-1545(the "Corporation")...Finder's Fee Agreement • March 30th, 2004 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 10.30 UNIT SUBSCRIPTION AGREEMENT (for Non-United States Purchasers only) To: U.S. Gold Corporation 2201 Kipling Street, Suite 100 Lakewood, Colorado U.S.A. 80215-1545 The undersigned (the "Purchaser") hereby irrevocably subscribes for and...Unit Subscription Agreement • August 31st, 2004 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 10.6 ------------ MEMBERS' AGREEMENT of the Members of TONKIN SPRINGS LLC A Delaware Limited Liability CompanyMembers' Agreement • December 5th, 2002 • U S Gold Corp • Mineral royalty traders • Delaware
Exhibit 10.16 ------------- Management Agreement dated effective January 1, 2001 between U.S. Gold Corporation and Gold Resource Corporation. MANAGEMENT AND ADMINISTRATION AGREEMENT Between GOLD RESOURCE CORPORATION And U. S. GOLD CORPORATION THIS...Management Agreement • December 5th, 2002 • U S Gold Corp • Mineral royalty traders
AGREEMENT AND PLAN OF MERGER by and among MCEWEN MINING INC., LOOKOUT MERGER SUB, INC. and TIMBERLINE RESOURCES CORPORATION Dated April 16, 2024Merger Agreement • April 18th, 2024 • McEwen Mining Inc. • Gold and silver ores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 16, 2024, by and among McEwen Mining Inc., a Colorado corporation (“Parent”), Lookout Merger Sub, Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), and Timberline Resources Corporation, a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 9th, 2018 • McEwen Mining Inc. • Gold and silver ores • New York
BMO Capital Markets Corp. 3 Times Square New York, New York 10036 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, California 92660
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Agreement is made as of the 21st day of September 2004, by and between U.S. Gold Corporation, a Colorado Corporation ("the Company"), and the undersigned director and/or officer of the Company (the...Indemnification Agreement • November 12th, 2004 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 10.12 ------------- Amendment to Employment Agreement Between U.S. Gold Corporation and William W. Reid The Employment Agreement dated January 1, 1994 as Amended effective June 1, 1995 (the "Employment Agreement") between U.S. Gold...Employment Agreement • December 5th, 2002 • U S Gold Corp • Mineral royalty traders
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2006 • U S Gold Corp • Mineral royalty traders • Ontario
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 22nd day of February, 2006 by and among U.S. Gold Corporation, a corporation incorporated under the laws of Colorado (the “Company”) and GMP Securities L.P. (“GMP”) on behalf of each purchaser in the offering by the Company of Subscription Receipts and in connection with the agency agreement, dated February 22, 2006 (the “Agency Agreement”), between the Company, GMP and Griffiths McBurney Corp. (together with GMP, the “Agent”).
McEWEN COPPER INC. (the "Issuer") PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (COMMON SHARES) INSTRUCTIONS TO SUBSCRIBERPrivate Placement Subscription Agreement • July 18th, 2024 • McEwen Mining Inc. • Gold and silver ores • Ontario
The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this "Agreement") as of the _____ day of ________________, 2024.
Exhibit 10.1 ------------ INDEMNIFICATION AGREEMENT This Agreement is made effective as of the 7th day of December 2005, by and between U.S. Gold Corporation, a Colorado Corporation ("the Company"), and the undersigned director and/or officer of the...Indemnification Agreement • December 9th, 2005 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 10.43 Conditional Agreement Not To Exercise Stock Options Under Stock Option Agreement Dated January 20, 1999 Pursuant to Non-Qualified Stock Option and Stock Grant Plan As Amended and Restated March 17, 2003 This Amended and Restated...Conditional Agreement Not to Exercise Stock Options • August 7th, 2003 • U S Gold Corp • Mineral royalty traders • Colorado
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 30th, 2023 • McEwen Mining Inc. • Gold and silver ores • Ontario
WHEREAS, the Borrower, the Guarantors, the Lender and Sprott Private Resource Lending II (Collector), LP (the "Outgoing Administrative Agent") were parties to a second amended and restated credit agreement dated as of April 1, 2022 (the "Existing Credit Agreement"), pursuant to which the Lenders provided certain credit facilities in favour of the Borrower on the terms and conditions set forth therein;
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 9th, 2021 • McEwen Mining Inc. • Gold and silver ores • New York
Exhibit 10.4 Conditional Agreement Not To Exercise Stock Options Under Stock Option Agreement Dated January 20, 1999 Pursuant to Non-Qualified Stock Option and Stock Grant Plan As Amended January 16, 2003 This Amended Agreement is made effective as of...Conditional Agreement Not to Exercise Stock Options • January 23rd, 2003 • U S Gold Corp • Mineral royalty traders • Colorado
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2010 • U S Gold Corp • Mineral royalty traders • Ontario
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on August 1, 2008 between US Gold Corporation, a Colorado corporation (the “Employer”) and Stefan Spears (the “Employee”). Together, the Employer and the Employee may be referred to in this Agreement as the “Parties.”
Exhibit 10.7 Conditional Agreement Not To Exercise Stock Options Under Stock Option Agreement Dated January 20, 1999 Pursuant to Non-Qualified Stock Option and Stock Grant Plan This Agreement is made effective as of December 6, 2002 by and between...Conditional Agreement Not to Exercise Stock Options • December 24th, 2002 • U S Gold Corp • Mineral royalty traders • Colorado
McEwen Mining Inc. 6,298,166 Flow Through Shares of Common Stock (no par value per share) Underwriting Agreement September 10, 2020Underwriting Agreement • September 11th, 2020 • McEwen Mining Inc. • Gold and silver ores • Ontario
McEwen Mining Inc., a corporation organized under the laws of the State of Colorado (the “Company”), proposes to sell to the underwriters listed on Schedule I hereto (the “Underwriters”), an aggregate of 6,298,166 shares ( the “Shares”) of common stock, no par value per share (“Common Stock”), of the Company on a bought deal, private placement basis at a price of $2.18 (the “Subscription Price”) per Share (the “Offering”).
McEwen Mining Inc. 18,000,000 Shares Common Stock (no par value per share) Warrants to Purchase 9,000,000 Shares Common Stock Underwriting Agreement September 18, 2017Underwriting Agreement • September 22nd, 2017 • McEwen Mining Inc. • Gold and silver ores • New York
McEwen Mining Inc., a corporation organized under the laws of the State of Colorado (the “Company”), proposes to sell to the underwriters listed on Schedule I hereto (the “Underwriters”), an aggregate of (i) 18,000,000 shares (the “Firm Shares”) of common stock, no par value per share (“Common Stock”), of the Company and (ii) warrants to purchase an aggregate of 9,000,000 shares of Common Stock (the “Firm Warrants”). The Company also proposes to grant to the Underwriters an option to purchase (i) up to an additional 2,700,000 shares of Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or (ii) warrants of the Company to purchase up to an additional 1,350,000 shares of Common Stock (the “Option Warrants” and together with the Firm Warrants, the “Warrants”). Each Share is being sold together with one-half (½) of a Warrant; and each full Warrant is exercisable for one whole share of Common Stock at an exercise price of $2.70 per share. The Shares to be
ARRANGEMENT AGREEMENT between LEXAM VG GOLD INC. and MCEWEN MINING INC. Dated February 13, 2017Arrangement Agreement • February 17th, 2017 • McEwen Mining Inc. • Gold and silver ores • Ontario
WHEREAS the Lexam VG Gold Board has, taking into account, among other things, the recommendation of a special committee of independent and disinterested directors of the Lexam VG Gold Board and an opinion from the financial advisor to Lexam VG Gold that the Arrangement Consideration is fair, from a financial point of view, to the Lexam VG Gold Shareholders, determined that the Arrangement is in the best interests of Lexam VG Gold and fair to the Lexam VG Gold Shareholders;
UNANIMOUS SHAREHOLDER AGREEMENT McEWEN COPPER INC. AUGUST 20, 2021Unanimous Shareholder Agreement • June 23rd, 2022 • McEwen Mining Inc. • Gold and silver ores • Alberta
Those additional shareholders of the Corporation who become parties hereto by the execution of a joinder agreement in the form of Schedule "A" attached hereto
VOTING AGREEMENTVoting Agreement • September 23rd, 2011 • U S Gold Corp • Mineral royalty traders • Ontario
WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the common shares and other securities in the capital of US Gold and/or Minera Andes, as the case may be, (together with any options or other rights to acquire any of the foregoing securities, collectively, the "Shares") as set out in Schedule A hereto;
ARRANGEMENT AGREEMENTArrangement Agreement • September 23rd, 2011 • U S Gold Corp • Mineral royalty traders • Ontario
WHEREAS the respective Boards of Directors of US Gold and Minera Andes each established a special committee of independent directors to evaluate a combination of their respective businesses and each special committee recommended to its Board of Directors that such a business combination pursuant to the Plan of Arrangement (as hereinafter defined) in accordance with the terms and conditions contained herein is advisable and in the best interests of the corporation;
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • January 24th, 2012 • U S Gold Corp • Mineral royalty traders • Ontario
This VOTING AND EXCHANGE TRUST AGREEMENT made as of January 24, 2012 (this “Agreement”), among US Gold Corporation (“US Gold”), a corporation existing under the laws of the State of Colorado, McEwen Mining (Alberta) ULC (“Callco”), an unlimited liability corporation existing under the laws of the Province of Alberta, McEwen Mining — Minera Andes Acquisition Corp. (“Exchangeco”), a corporation existing under the laws of the Province of Alberta, and Computershare Trust Company of Canada, (the “Trustee”), a trust company incorporated under the federal laws of Canada.
September 2, 2011 US Gold CorporationMerger Agreement • September 2nd, 2011 • U S Gold Corp • Mineral royalty traders • Ontario
McEWEN COPPER INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (COMMON SHARES) INSTRUCTIONS TO SUBSCRIBERPrivate Placement Subscription Agreement • May 8th, 2023 • McEwen Mining Inc. • Gold and silver ores • Ontario
The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “Agreement”) as of the 9th day of March, 2023.
