LONGSTREET PROPERTY OPTION AGREEMENT
Exhibit
10.5
2019 AMENDMENT
TO
TO
XXXXXXXXXX PROPERTY OPTION AGREEMENT
This 2019 Property
Option Agreement Amendment (the “2019 Amendment”) is
executed this 12th day of August, 2019 by and between Great Basin
Resources, Inc. a Nevada corporation (“Great Basin”) and Star
Gold Corp., a Nevada corporation (“Star Gold”) (each a
“Party”
and together the “Parties”).
RECITALS
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A.
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MinQuest, Inc.
(“Minquest”) and Star Gold
entered into a Property Option Agreement (the “Option Agreement”), dated
January 15, 2010, for the property referred to in the Option
Agreement as the “Xxxxxxxxxx Property”;
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B.
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The Xxxxxxxxxx
Property consists of the claims set forth on Exhibit
“A” hereto along with all lands within a one (1) mile
radius of any of the claims (collectively the “Property”):
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C.
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Minquest and Star
Gold subsequently entered into an Amendment, to the Option
Agreement, dated December 10, 2014 (the “2014
Amendment”);
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D.
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Minquest and Star
Gold subsequently entered into an Amendment, to the Option
Agreement, dated January 5, 2016 (the “2016
Amendment”);
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E.
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Minquest
subsequently assigned, to Great Basin, all of its right, title and
interest in and to the Option Agreement, as amended;
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F.
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Minquest and Start
Gold Subsequently entered into an Amendment, to the Option
Agreement, dated December 4, 2018 (the “2018 Amendment”) which
set forth certain amendments to the schedule of required Property
Expenditures as laid out in the Option Agreement;
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G.
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The Parties now
desire to further revise the Option Agreement to make amendments
related to the required Property Expenditures and other payment and
consideration related provisions of the Option Agreement, as
amended.
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NOW, THEREFORE, in
consideration of the covenants, agreements, representations and
warranties set forth in this 2019 Amendment, the Parties hereby
covenant, agree, represent and warrant as follows.
AGREEMENT
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1.
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DEFINITIONS.
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All capitalized
terms not defined in this 2019 Amendment shall have the meaning
ascribed to those terms in the Option Agreement.
1
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2.
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AMENDMENTS.
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2.1 Option
Amendments. Section 4 of the Option Agreement, as amended
most recently by the 2018 Amendment, is and hereby shall be amended
as set forth herein.
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2.1.1
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Property Expenditures. All
remaining Property Expenditures required to be made by Star Gold,
as set forth in the 2018 Amendment, shall be deemed to have been
made in exchange for and upon Great Basin receiving the
consideration set forth in paragraph 2.1.4 below.
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2.1.2
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Cash Payments. All remaining
cash payments owed to Great Basin by Star Gold, as set forth in the
2016 Amendment, shall be deemed to have been made in exchange for
and upon Great Basis receiving the consideration set forth in
paragraph 2.1.4 below.
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2.1.3
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Option Grants. All remaining
stock option grants to be made to Great Basin by Star Gold, as set
forth in the 2016 Amendment, shall be deemed to have been made in
exchange for and upon Great Basin receiving the consideration set
forth in paragraph 2.1.4 below.
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2.1.4
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Consideration. In exchange for
the amendments set forth in paragraphs 2.1.1- 2.1.3 above, Star
Gold shall:
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(a)
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make a one-time
cash payment to Great Basin in the total sum of fifty thousand and
no/100 dollars ($50,000.00); and
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(b)
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re-price, to $.04
per share, options held by Great Basin to purchase up to 435,000
shares of Star Gold common stock, with said options expiring on
August 31, 2024; and
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(c)
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grant Great Basin
additional options to purchase up to 500,000 shares of Star Gold
common stock at the price of $.04 per share with such options
expiring on August 31, 2024; and
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(d)
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enter into a
consulting agreement with Great Basin for a term of eighteen (18)
months and which shall compensate Great Basin the amount of seven
thousand five hundred and no/100 dollars per month
($7,500.00).
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For the avoidance
of doubt, upon Star Gold complying with the requirements of
paragraph 2.1.4, Star Gold shall receive from Great Basin a
quitclaim for one hundred percent (100%) interest in and to the
Property (subject to the NSR) as set forth in Section 4 of the
Option Agreement.
2.2 Net
Smelter Royalty Amendment. Star Gold and/or assigns is, and
hereby shall be, granted an option to reduce Great Basin’s
Net Smelter Royalty (“NSR”), as that term is
defined in the Option Agreement, from three percent (3%) to one and
one-half percent (1.5%) in exchange for the payment to Great Basin
by Star Gold of the sum one million seven hundred fifty thousand
and no/100 dollars ($1,750,000.00) (the “NSR Option”). Star Gold
must exercise the NSR Option no later than the date which is six
(6) months following the first receipt of proceeds from the sale of
processed are from the Property. For the avoidance of doubt, Great
Basin shall retain the right to assign its remaining 1.5% NSR in
its sole discretion.
2
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3.
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MISCELLANEOUS.
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3.1 No
Third Parties Benefited. This 2019 Amendment is between and
for the sole benefit of Star Gold and Great Basin and their
successors and assigns and creates no rights whatsoever in favor of
any other person or entity and no other person or entity will have
any rights to rely hereon.
3.2 Notices.
All notices or other written communications hereunder will be
deemed to have been properly given (i) upon delivery, if delivered
in person or by facsimile transmission with receipt of an
electronic confirmation thereof, (ii) one Business Day after having
been deposited for overnight delivery with any reputable overnight
courier service, or (iii) three Business Days after having been
deposited in any post office or mail depository regularly
maintained by the U.S. Postal Service and sent by registered or
certified mail, postage prepaid, return receipt requested,
addressed as follows:
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If to Star
Gold:
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Attn: Xxxxx X.
Xxxxxxx, CFO
0000 00xx Xxx, Xxxxx 0 XXX 000 Xxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 |
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With a copy
to:
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Xxxxxxx/Xxxxxxx/Xxxxxxxx/Xxxx,
LLP
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Attn: Xxxxxx X.
Xxxxxxx
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000 X. Xxxxxxx
Xxxxxx, Xxxxx 000
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Xxxxxxx, Xxxxxxxxxx
00000
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Phone: (000)
000-0000
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Fax: (000)
000-0000
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If to Great
Xxxx:
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Attn: Xxxxxxx
Xxxx
0000 Xxxxxxx Xxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 |
3.3 Additional
Documents. Each Party shall execute such additional
documents as may reasonably be requested by the other Party to
effectuate the provisions of this 2019 Amendment.
3.4 Assignment.
Except as otherwise specifically set forth herein or as allowed by
the Option Agreement, no Party may assign its rights or obligations
under this 2019 Amendment without the prior written consent of the
other Party. Any purported assignment without the other
Party’s prior written consent will be void ab
initio.
3.5 Authorization;
Binding Effect. Each Party represents to the other that its
execution of this 2019 Amendment has been authorized by all
necessary corporate action and that this 2019 Amendment constitutes
a binding obligation of such Party. Each individual who executes
this 2019 Amendment on behalf of a Party represents to all Parties
that he or she is authorized to do so. This 2019 Amendment will
bind each Party’s successors and permitted
assigns.
3
3.6 Attorneys’
Fees. If a Party is in default under this 2019 Amendment the
other Party will have the right, at the expense of the defaulting
Party, to retain an attorney to make demand, enforce remedies, or
otherwise protect or enforce the rights of the non-defaulting
Party. A Party in default shall pay all attorneys’ fees and
costs so incurred.
3.7 Consents
and Approvals. Unless specifically stated to the contrary in
this 2019 Amendment (i.e., by stating that a Party’s consent
or approval may be granted or withheld in its sole discretion),
whenever any provision of this 2019 Amendment requires a Party to
provide its consent or approval, such Party will not unreasonably
condition, withhold or delay such consent or approval, provided
that the Party seeking the consent is not in default under the
Option Agreement.
3.8 Consent
Required to Amend or Waive. No amendment or modification of
any provision of this 2019 Amendment will be effective unless made
in writing and signed by each of the Parties.
3.9 Counterparts.
This 2019 Amendment may be executed in counterparts each of which
will be deemed an original and such counterparts when taken
together shall constitute but one agreement.
3.10 Entire
Agreement. This 2019 Amendment sets forth the entire
understanding of the Parties with respect to the subject matter of
this 2019 Amendment and supersedes all prior agreements and
understandings between the Parties regarding the subject matter of
this 2019 Amendment. No other amendments to the Option Agreement
are contemplated or intended by this 2019 Amendment except such
other amendments as may be required to carry out the specific terms
and intent of this 2019 Amendment.
3.11 Governing
Law; Consent to Jurisdiction. This 2019 Amendment and its
interpretation and enforcement are governed by the laws of the
state of Nevada. Each Party agrees that venue for any dispute
arising out of or in connection with this 2019 Amendment will be in
Mineral County, Nevada and each Party waives any objections it may
now or hereafter have regarding such venue.
3.12 No
Waiver. No waiver by any Party of any right or default under
this 2019 Amendment will be effective unless in writing and signed
by the waiving Party. No such waiver will be deemed to extend to
any prior or subsequent right or default or affect in any way any
rights arising by virtue of any prior or subsequent such
occurrence.
3.13 Relationship
of the Parties. The relationship of the Parties is strictly
one of Option or and Optionee. This Amendment is neither intended
to, nor will it be construed as, an agreement to create a joint
venture, partnership, or other form of business association between
the Parties.
4
3.14 Severability.
If for any reason any provision of this 2019 Amendment is
determined by a tribunal of competent jurisdiction to be legally
invalid or unenforceable, the validity of the remainder of this
2019 Amendment will not be affected and such provision will be
deemed modified to the minimum extent necessary to make such
provision consistent with applicable law and, in its modified form,
such provision will then be enforceable and enforced.
3.15 Terminology.
Unless specifically indicated to the contrary: (i) wherever from
the context it appears appropriate, each term stated in either the
singular or the plural will include the plural and the masculine
gender will include the feminine and neuter genders; (ii) the term
“or” is not exclusive; (iii) the term
“including” (or any form thereof) will not be limiting
or exclusive; (iv) the words “Amendment,”
“herein,” “hereof,”
“hereunder,” or other words of similar import refer to
this 2019 Amendment as a whole, including exhibits and schedules
(if any), as the same may be modified, amended or supplanted. The
headings in this 2019 Amendment have no independent
meaning.
3.16
Disclaimer—Preparation of
Amendment. This 2019 Amendment was originally prepared by
counsel for Star Gold. The Parties agree, however, that this fact
shall not create any presumption in favor or against any Party in
respect of the interpretation or enforcement of this 2019
Amendment. Each other Party is advised to have this 2019 Amendment
reviewed by independent legal and tax counsel prior to its
execution. By executing this 2019 Amendment each such Party
represents (i) that it has read and understands this 2019
Amendment, (ii) that it has had the opportunity to obtain
independent legal and tax advice regarding this 2019 Amendment and
(iii) that it has obtained such independent advice or has freely
elected not to do so.
IN WITNESS WHEREOF,
the Parties hereto have caused this Amendment to be executed as of
the date first written above.
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BY:
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Xxxxx X. Xxxxxxx,
Chief Financial Officer
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GREAT BASIN
RESOURCES, INC.
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BY:
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Xxxxxxx Xxxx,
President
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5
EXHIBIT
“A”
CLAIMS
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CLAIM
NAME
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CLAIMANT’S
NAME
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NMC
NUMBER
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Morning
Star
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Xxx Xxxxxxxx et.
al
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96719
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Xxxxxxxxxx
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11
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Xxx Xxxxxxxx et.
al
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164002
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Xxxxxxxxxx
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12
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Xxx Xxxxxxxx et.
al
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164003
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Xxxxxxxxxx
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14
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Xxx Xxxxxxxx et.
al
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164005
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Xxxxxxxxxx
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15
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Xxx Xxxxxxxx et.
al
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164006
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Xxxxxxxxxx
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1
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A
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MinQuest
Inc.
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799562
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Xxxxxxxxxx
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2
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A
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MinQuest
Inc.
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799563
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Xxxxxxxxxx
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3
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A
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MinQuest
Inc.
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799564
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Xxxxxxxxxx
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4
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A
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MinQuest
Inc.
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836168
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Xxxxxxxxxx
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5
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A
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MinQuest
Inc.
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836169
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Xxxxxxxxxx
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6
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A
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MinQuest
Inc.
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799565
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Xxxxxxxxxx
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7
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A
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MinQuest
Inc.
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799566
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Xxxxxxxxxx
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8
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A
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MinQuest
Inc.
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799567
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Xxxxxxxxxx
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8
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MinQuest
Inc.
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836170
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Xxxxxxxxxx
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9
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A
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MinQuest
Inc.
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799568
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Xxxxxxxxxx
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10
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MinQuest
Inc.
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836171
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Xxxxxxxxxx
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10
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A
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MinQuest
Inc.
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836172
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Xxxxxxxxxx
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12
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MinQuest
Inc.
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843867
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Xxxxxxxxxx
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13
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MinQuest
Inc.
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799570
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Xxxxxxxxxx
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14
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MinQuest
Inc.
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843868
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Xxxxxxxxxx
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16
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A
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MinQuest
Inc.
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799569
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Xxxxxxxxxx
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16
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MinQuest
Inc.
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843869
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Xxxxxxxxxx
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18
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MinQuest
Inc.
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843870
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Xxxxxxxxxx
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20
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MinQuest
Inc.
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843871
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Xxxxxxxxxx
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26
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MinQuest
Inc.
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843872
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Xxxxxxxxxx
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28
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MinQuest
Inc.
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836173
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Xxxxxxxxxx
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30
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MinQuest
Inc.
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836174
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Xxxxxxxxxx
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32
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MinQuest
Inc.
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799571
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Xxxxxxxxxx
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34
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MinQuest
Inc.
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799572
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Xxxxxxxxxx
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36
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MinQuest
Inc.
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836175
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Xxxxxxxxxx
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37
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MinQuest
Inc.
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836176
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Xxxxxxxxxx
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39
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MinQuest
Inc.
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836177
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Xxxxxxxxxx
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40
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MinQuest
Inc.
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851568
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Xxxxxxxxxx
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41
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MinQuest
Inc.
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836178
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Xxxxxxxxxx
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42
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MinQuest
Inc.
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843873
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6
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Xxxxxxxxxx
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43
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MinQuest
Inc.
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836179
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Xxxxxxxxxx
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44
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MinQuest
Inc.
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843874
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Xxxxxxxxxx
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45
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MinQuest
Inc.
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836180
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Xxxxxxxxxx
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46
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MinQuest
Inc.
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843875
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Xxxxxxxxxx
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47
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MinQuest
Inc.
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836181
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Xxxxxxxxxx
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48
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MinQuest
Inc.
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843876
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Xxxxxxxxxx
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49
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MinQuest
Inc.
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836182
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Xxxxxxxxxx
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50
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MinQuest
Inc.
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843877
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Xxxxxxxxxx
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56
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MinQuest
Inc.
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1025831
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Xxxxxxxxxx
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57
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MinQuest
Inc.
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1025832
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Xxxxxxxxxx
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58
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MinQuest
Inc.
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1025833
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Xxxxxxxxxx
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59
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MinQuest
Inc.
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1025834
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Xxxxxxxxxx
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60
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MinQuest
Inc.
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1025835
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Xxxxxxxxxx
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61
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MinQuest
Inc.
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1025836
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Xxxxxxxxxx
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62
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MinQuest
Inc.
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1025837
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Xxxxxxxxxx
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63
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MinQuest
Inc.
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1025838
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Xxxxxxxxxx
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64
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MinQuest
Inc.
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1025839
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Xxxxxxxxxx
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65
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MinQuest
Inc.
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1025840
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Xxxxxxxxxx
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101
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MinQuest
Inc.
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836183
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Xxxxxxxxxx
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102
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MinQuest
Inc.
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836184
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Xxxxxxxxxx
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103
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MinQuest
Inc.
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836185
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Xxxxxxxxxx
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104
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MinQuest
Inc.
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|
836186
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Xxxxxxxxxx
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105
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MinQuest
Inc.
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|
836187
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Xxxxxxxxxx
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106
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MinQuest
Inc.
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836188
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Xxxxxxxxxx
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|
107
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MinQuest
Inc.
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|
836189
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Xxxxxxxxxx
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108
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MinQuest
Inc.
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|
836190
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Xxxxxxxxxx
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109
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MinQuest
Inc.
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|
855021
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Xxxxxxxxxx
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110
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MinQuest
Inc.
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|
855022
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Xxxxxxxxxx
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|
111
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|
|
MinQuest
Inc.
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|
855023
|
|
Xxxxxxxxxx
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|
112
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|
|
MinQuest
Inc.
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|
855024
|
|
Xxxxxxxxxx
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|
113
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|
MinQuest
Inc.
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|
855025
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|
Xxxxxxxxxx
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|
114
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|
|
MinQuest
Inc.
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|
855026
|
|
Xxxxxxxxxx
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|
115
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|
|
MinQuest
Inc.
|
|
855027
|
|
Xxxxxxxxxx
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|
118
|
|
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MinQuest
Inc.
|
|
851569
|
|
Xxxxxxxxxx
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|
119
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MinQuest
Inc.
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|
851570
|
|
Xxxxxxxxxx
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|
120
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MinQuest
Inc.
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|
851571
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|
Xxxxxxxxxx
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|
121
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MinQuest
Inc.
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|
851572
|
7
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Xxxxxxxxxx
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122
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MinQuest
Inc.
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|
851573
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|
Xxxxxxxxxx
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|
123
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MinQuest
Inc.
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|
851574
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|
Xxxxxxxxxx
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|
124
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MinQuest
Inc.
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|
851575
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|
Xxxxxxxxxx
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|
200
|
|
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MinQuest
Inc.
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|
1073640
|
|
Xxxxxxxxxx
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|
201
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MinQuest
Inc.
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|
1073641
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Xxxxxxxxxx
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202
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MinQuest
Inc.
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|
1073642
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Xxxxxxxxxx
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|
203
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MinQuest
Inc.
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|
1073643
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Xxxxxxxxxx
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|
204
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MinQuest
Inc.
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|
1073644
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Xxxxxxxxxx
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205
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MinQuest
Inc.
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1073645
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Xxxxxxxxxx
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206
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MinQuest
Inc.
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1073646
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Xxxxxxxxxx
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207
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MinQuest
Inc.
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1073647
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Xxxxxxxxxx
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208
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MinQuest
Inc.
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1073648
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Xxxxxxxxxx
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209
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MinQuest
Inc.
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|
1073649
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Xxxxxxxxxx
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210
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MinQuest
Inc.
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1073650
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Xxxxxxxxxx
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211
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MinQuest
Inc.
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1073651
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Xxxxxxxxxx
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212
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MinQuest
Inc.
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1073652
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Xxxxxxxxxx
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213
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MinQuest
Inc.
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1073653
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Xxxxxxxxxx
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214
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MinQuest
Inc.
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1073654
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Xxxxxxxxxx
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215
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MinQuest
Inc.
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1073655
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Xxxxxxxxxx
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216
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MinQuest
Inc.
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1073656
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Xxxxxxxxxx
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217
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MinQuest
Inc.
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|
1073657
|
|
Xxxxxxxxxx
|
|
218
|
|
|
MinQuest
Inc.
|
|
1073658
|
|
Xxxxxxxxxx
|
|
219
|
|
|
MinQuest
Inc.
|
|
1073659
|
|
Xxxxxxxxxx
|
|
220
|
|
|
MinQuest
Inc.
|
|
1073660
|
|
Xxxxxxxxxx
|
|
221
|
|
|
MinQuest
Inc.
|
|
1073661
|
|
Xxxxxxxxxx
|
|
222
|
|
|
MinQuest
Inc.
|
|
1073662
|
|
Xxxxxxxxxx
|
|
223
|
|
|
MinQuest
Inc.
|
|
1073663
|
|
Xxxxxxxxxx
|
|
224
|
|
|
MinQuest
Inc.
|
|
1073664
|
|
Xxxxxxxxxx
|
|
225
|
|
|
MinQuest
Inc.
|
|
1073665
|
|
Xxxxxxxxxx
|
|
226
|
|
|
MinQuest
Inc.
|
|
1073666
|
|
Xxxxxxxxxx
|
|
227
|
|
|
MinQuest
Inc.
|
|
1073667
|
|
Xxxxxxxxxx
|
|
228
|
|
|
MinQuest
Inc.
|
|
1073668
|
|
Xxxxxxxxxx
|
|
229
|
|
|
MinQuest
Inc.
|
|
1073669
|
|
Xxxxxxxxxx
|
|
230
|
|
|
MinQuest
Inc.
|
|
1073670
|
|
Xxxxxxxxxx
|
|
231
|
|
|
MinQuest
Inc.
|
|
1073671
|
|
Xxxxxxxxxx
|
|
232
|
|
|
MinQuest
Inc.
|
|
1073672
|
|
Xxxxxxxxxx
|
|
233
|
|
|
MinQuest
Inc.
|
|
1073673
|
8
|
Xxxxxxxxxx
|
|
234
|
|
|
MinQuest
Inc.
|
|
1073674
|
|
Xxxxxxxxxx
|
|
235
|
|
|
MinQuest
Inc.
|
|
1073675
|
|
Xxxxxxxxxx
|
|
236
|
|
|
MinQuest
Inc.
|
|
1073676
|
|
Xxxxxxxxxx
|
|
237
|
|
|
MinQuest
Inc.
|
|
1073677
|
|
Xxxxxxxxxx
|
|
66
|
|
|
MinQuest
Inc.
|
|
1080730
|
|
Xxxxxxxxxx
|
|
238
|
|
|
MinQuest
Inc.
|
|
1080731
|
|
Xxxxxxxxxx
|
|
239
|
|
|
MinQuest
Inc.
|
|
1080732
|
|
Xxxxxxxxxx
|
|
240
|
|
|
MinQuest
Inc.
|
|
1080733
|
|
Xxxxxxxxxx
|
|
241
|
|
|
MinQuest
Inc.
|
|
1080734
|
|
Xxxxxxxxxx
|
|
242
|
|
|
MinQuest
Inc.
|
|
1080735
|
|
Xxxxxxxxxx
|
|
243
|
|
|
MinQuest
Inc.
|
|
1080736
|
|
Xxxxxxxxxx
|
|
244
|
|
|
MinQuest
Inc.
|
|
1080737
|
|
Xxxxxxxxxx
|
|
245
|
|
|
MinQuest
Inc.
|
|
1080738
|
|
Xxxxxxxxxx
|
|
246
|
|
|
MinQuest
Inc.
|
|
1080739
|
|
Xxxxxxxxxx
|
|
247
|
|
|
MinQuest
Inc.
|
|
1080740
|
|
Xxxxxxxxxx
|
|
248
|
|
|
MinQuest
Inc.
|
|
1080741
|
|
Xxxxxxxxxx
|
|
301
|
|
|
MinQuest
Inc.
|
|
1116062
|
|
Xxxxxxxxxx
|
|
302
|
|
|
MinQuest
Inc.
|
|
1116063
|
|
Xxxxxxxxxx
|
|
303
|
|
|
MinQuest
Inc.
|
|
1116064
|
|
Xxxxxxxxxx
|
|
304
|
|
|
MinQuest
Inc.
|
|
1116065
|
|
Xxxxxxxxxx
|
|
305
|
|
|
MinQuest
Inc.
|
|
1116066
|
|
Xxxxxxxxxx
|
|
306
|
|
|
MinQuest
Inc.
|
|
1116067
|
|
Xxxxxxxxxx
|
|
307
|
|
|
MinQuest
Inc.
|
|
1116068
|
|
Xxxxxxxxxx
|
|
308
|
|
|
MinQuest
Inc.
|
|
1116069
|
|
Xxxxxxxxxx
|
|
309
|
|
|
MinQuest
Inc.
|
|
1116070
|
|
Xxxxxxxxxx
|
|
310
|
|
|
MinQuest
Inc.
|
|
1116071
|
|
Xxxxxxxxxx
|
|
311
|
|
|
MinQuest
Inc.
|
|
1116072
|
|
Xxxxxxxxxx
|
|
312
|
|
|
MinQuest
Inc.
|
|
1116073
|
|
Xxxxxxxxxx
|
|
313
|
|
|
MinQuest
Inc.
|
|
1116074
|
|
Xxxxxxxxxx
|
|
314
|
|
|
MinQuest
Inc.
|
|
1116075
|
|
Xxxxxxxxxx
|
|
315
|
|
|
MinQuest
Inc.
|
|
1116076
|
|
Xxxxxxxxxx
|
|
316
|
|
|
MinQuest
Inc.
|
|
1116077
|
|
Xxxxxxxxxx
|
|
317
|
|
|
MinQuest
Inc.
|
|
1116078
|
|
|
|
|
|
|
COUNT
|
142
|
|
9
