________________________________________________________________________________
AMENDED
PROJECT ACQUISITION AGREEMENT
BETWEEN
GOLDEN SIERRA LIMITED
AND
SEARCHLIGHT EXPLORATION, LLC.
Dated as of October 6, 2005
________________________________________________________________________________
PROJECT ACQUISITION AGREEMENT
This PROJECT ACQUISITION AGREEMENT (this "Agreement"), dated as of
October 6, 2005 is made by and between Golden Sierra Limited., a Gibraltar
corporation with Registration Number 88708 having offices at c/0 St Xxxxx
Resource Management Limited, 00 Xxxxxxx Xxxxxx, Xxxxxx, X0X 0XX, Xxxxxx Xxxxxxx
("Company") and Searchlight Exploration LLC, an Arizona limited liability
company with offices at 0000 Xxxxxx Xxxx Xxxxxx., Xxx Xxxxx, XX 00000 U.S.A.
("Searchlight" or "Claimholder") .
1. Grant of Lease, Purchase Option and 75% Net Profits Interest. In
consideration for the sum of US$10,000 to be paid by Company to Claimholder on
or before July 1, 2004 (the "Initial Payment"), the further payments of $10,000
to be paid by Company to Claim holder quarterly during the Lease Term
("Quarterly Payments"), 10,000,000 (ten million) shares of restricted common
stock of Company and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Claimholder hereby leases the
unpatented placer and / or lode mining claims known as the Mockingbird Project
(which includes the Great West property) and more particularly described in
Exhibit A hereto (the "Property") to Company (the "Lease") and grants to Company
a 75% net profits interest and an exclusive irrevocable option (the "Purchase
Option") to purchase the Property, each on the terms and conditions set forth
below. Provided the Initial Payment has been made, the term of the Lease shall
commence on July 1, 2004 and, provided that all Quarterly Payments are made,
shall run to and including June 30, 2007 (the "initial term"), with the right of
Company at its option to extend the Lease for up to three (3) additional three
year terms on the same terms and conditions to and including June 30, 2016 (an
"extended term") (the initial and extended terms being hereinafter referred to
as the "Lease Term"). Company shall have the right to sooner terminate the Lease
pursuant to Section 6 and, subject to Section 15 below, to exercise the Purchase
Option pursuant to Section 7 at any time during the Lease Term. The Purchase
Option may be exercised by Company only upon the delivery to Claimholder of each
of (a) a "positive" feasibility study for the Property, (b) corporate resolution
of the Company (and any parent company thereof) evidencing an affirmative
production decision for the Property and (c) evidence satisfactory to
Claimholder that Company has obtained the financing necessary to develop and
operate the Property. Upon transfer of title pursuant to exercise of the
Purchase Option, the Lease shall terminate.
2. Title to the Property.
A. Claimholder hereby represents and warrants to Company as follows:
(i) Claimholder owns or is able to convey a full and undivided interest in
and to each of the unpatented mining claims included in the Property as of the
date hereof;
(ii) To the best of the knowledge, information and belief of Claimholder,
all such claims have been validly located and maintained in accordance with all
applicable laws and regulations;
(iii) All such claims are free and clear of all liens, claims, and
encumbrances whatsoever, subject only to the paramount interest of the United
States of America and / or the State of Arizona; all taxes, if any, which may be
or which may become a lien upon the Property, as of the date hereof, have been
paid;
2
(iv) The Property is not in any manner encumbered as a result of any
conduct or activity of Claimholder;
(vi) Having secured the approval of its sole member to the terms and
conditions of this Agreement, Claimholder has full and complete authority to
execute this Agreement and to grant the rights herein conferred on Company; and
(vii) Claimholder has no knowledge that any of the mining claims comprising
the Property are invalid, or that, except for any patented ground lying within
the Project Area, there are other senior mining claims in conflict with any of
such claims.
3. Lease Payments and Other Payments.
A. During the Lease Term, Company shall make the following payments to
Claimholder, which shall constitute a portion of the purchase price for the
Property:
(i) The Initial Payment of $10,000, on or before July 1, 2004;
and
(ii) The Quarterly Payments each in the amount of $10,000,
payable on October 1, January 1, April 1 and July 1 of each year during the
Lease Term, commencing with October 1, 2004.
(iii) The Quarterly payment due in the amount of US$10,000,
payable on April 1, 2005 will be made on October 10, 2005.
(iv) The Quarterly payment due in the amount of US$10,000,
payable on July 1, 2005 will be made on October 10, 2005.
(v) The Quarterly payment due in the amount of US$10,000, payable
on October 1, 2005 will be made on October 31, 2005.
B. Following Company's exercise of the Purchase Option under Section 7
and resulting termination of the Lease as provided in Section 1, Company shall
pay to Claimholder (i) the Claimholder's net profits interest (NPI) under
Section 8A and (ii) the Claimholder's net smelter return (NSR) royalty under
Section 8B. Company's obligation to make payment under Section 8A and Section 8B
shall cease to accrue on the first to occur of (i) completion by Company of
mining operations, residual leaching and reclamation in the Project Area or (ii)
other decision of Company to terminate operations in the Project Area and, if
Claimholder so desires, to reconvey the property to Claimholder once reclamation
and other environmental obligations have been satisfied, although this provision
shall not relieve Company from its obligation to make payments that accrued
prior to such occurrence.
C. All payments shall be paid in US$ dollars in immediately available
funds.
3
D. Company hereby represents and warrants to Claimholder that it has
adequate financial resources to make the payments required under this Section 3,
as well as the Work Expenditures required under Section 4.
E. Company shall also issue within 10 business days of execution of
this Agreement on to Searchlight 10,000,000 (ten million) shares of Company's
restricted common stock. The shares shall be validly issued, fully paid and
nonassessable. The shares shall be restricted and eligible for resale pursuant
to Rule 144 in accordance with said rule. Company, following its initial public
offering, shall use its best efforts to comply with its reporting obligations
under applicable securities law so as to enable Searchlight to utilize Rule 144
for resale of the shares following the applicable holding period.
F. The previous Project Acquisition Agreement between the parties
dated January 27, 2004 is hereby terminated and replaced with this Agreement.
4. Work Expenditures. During the Lease Term, until terminated by Company
under Section 6 or until the Purchase Option is exercised under Section 7,
Company shall make work expenditures ("Work Expenditures") on or for the benefit
of the Property in the following amounts:
A. The sum of $100,000 on or before June 30, 2006. This is a firm
commitment. If Company fails to perform the total amount of such Work
Expenditures, Company shall pay Claimholder the deficiency in immediately
available funds.
B. The sum of $100,000 on or before June 30, 2007.
C. The sum of $100,000 on or before June 30 of each year thereafter.
Any excess of Work Expenditures in any year shall be carried forward to the
succeeding year. If Work Expenditures in any year after the period ended June
30, 2005 are deficient and Company desires to maintain the Lease and Purchase
Option in effect, Company shall pay Claimholder in immediately available funds a
sum equal to the deficiency in lieu of the Work Expenditure shortfall. For
purposes of this Agreement, "Work Expenditures" is defined as sums spent or
incurred by Company directly on the Property for exploration and development of
the Property, including drilling, geochemical sampling, geophysical or seismic
survey, assaying, and ore reserve calculation; metallurgical and engineering
analyses; environmental and permitting analyses and activities; feasibility
studies; and financing investigations; plus 5% of such direct costs in lieu of
headquarters overhead and general and administrative expenditures.
5. Rights and Obligations During Lease Term. The parties shall have the
following rights and obligations during the Lease Term:
A. Access to Property and Provision of Data. Company shall have full
access to the Property to conduct such investigations and examinations as
Company may deem desirable and to all information and data in Claimholder's
possession and control pertaining to the Property necessary or desirable to
enable Company to fully evaluate the Property and its commercial feasibility.
Claimholder agrees to cooperate fully with Company in its investigation.
4
B. Activities by Company. Company shall have exclusive possession of
the Property, subject to the paramount rights of the United States and / or the
State of Arizona with respect to unpatented mining claims included in the
Property, and shall have the exclusive right to conduct such exploration,
evaluation, and development activities on the Property (including bulk sampling)
as Company may desire. Claimholder shall provide at Company's expense all
reasonable assistance to Company for the obtaining of any permits, licenses, and
third party consents needed for such work. Company shall also have the right to
contact the pertinent federal, state, and local permitting agencies, and to
negotiate with such agencies.
C. Maintenance of Property. Company shall maintain in good standing
all unpatented mining claims that comprise the Property. Company shall, as
required by the Federal Government with respect to unpatented mining claims on
federal lands, perform required assessment work or timely pay all claim
maintenance or rental fees and all required property taxes, and shall timely
make all filings and recordings in the appropriate governmental offices required
in connection with such payments. In the event Claimholder makes any such
payment (although it shall have no obligation to do so), Company shall promptly
reimburse Claimholder for payment of such holding costs upon receipt by Company
of evidence of such payment. Company shall have the right to amend or relocate
in the name(s) of Claimholder any unpatented mining claims included in the
Property, to locate different types of claims on ground covered by existing
claims, and to locate any fractions.
D. Sharing of Data. During each year of the Lease Term, Company will
share with Claimholder all information (including interpretive and
non-interpretive data, subject to typical disclaimers regarding interpretive
data and statements that Claimholder may not rely upon the same) obtained from
the exploration, evaluation, and development activities pertaining to the
Property, including providing a copy of any geological and other principal
reports relating to the Property, and will report to Claimholder in writing at
least quarterly regarding the progress of the exploration and evaluation work
and Work Expenditures made during the period.
E. Claimholder Access to Property. Claimholder may have access to the
Property at its sole risk on reasonable notice, and shall be entitled to conduct
tours of the Property for investor relations and financing activities.
Claimholder's exercise of its access rights shall not interfere in any way with
Company's operations on the Property, which shall take precedence in the event
of any conflict.
F. Conduct of Operations by Company at the Property. All of the
exploration, development, mining, milling and related work and any other
activities which may be performed by Company or its agents or contractors
hereunder shall be performed in accordance with all of the terms and conditions
of this Agreement and good mining practices, but the timing, nature, manner and
extent of any exploration, development or any other operations or activities
hereunder shall be in the sole discretion of Company, and there shall be no
implied covenant to begin or continue any such operations or activities.
G. Indemnity. Except for damages sustained by Claimholder while on the
Property pursuant to Section 5F., Company agrees to indemnify and hold
Claimholder and its affiliates, and their respective, officers, directors,
employees, agents, members, partners and agents harmless from and against any
loss, liability, cost, expense or damage (including reasonable attorney's fees)
5
that may be incurred for injury to or death of persons or damage to property, or
otherwise, as a result of Company or its agents or contractors conducting any
operations on or in connection with the Property.
H. Insurance. Company agrees to carry such insurance, covering all
persons working at or on the Property for Company, as will fully comply with the
requirements of the statutes of the State of Arizona pertaining to worker's
compensation and occupational disease and disabilities as are now in force or as
may be hereafter amended or enacted. In addition, Company agrees to carry
liability insurance with respect to its operations at the Property in reasonable
amounts in accordance with accepted industry practices. Company agrees that
Claimholder shall be named as an additional insured on all such policies, and
agrees to forward to Claimholder certificates of such insurance policies not
later than 10 days prior to the date that Company commences any such activities
on the Property. Company shall have no right to commence any such activities
until such certificates are delivered to Claimholder.
I. Compliance with Laws. Company agrees to conduct and perform all of
its operations at the Property during the term of this Agreement in compliance
with all valid and applicable federal, state and local laws, rules and
regulations, including without limitation laws, rules and regulations pertaining
to environmental protection, human health and safety, social security,
unemployment compensation, wages and hours and conditions of labor, and Company
shall indemnify and hold Claimholder harmless from and against any loss,
liability, cost, expense or damage (including reasonable attorney's fees)
arising from or related to Company's failure to comply with said laws.
J. Taxes. During the term of this Agreement, Company shall be
responsible for payment of all taxes levied or assessed upon or against the
Property, as well as any facilities or improvements located thereon.
K. Liens and Encumbrances. Company shall keep title to the Property
free and clear of all liens and encumbrances resulting from its operations
hereunder; provided, however, that Company may refuse to pay any claim asserted
against it which it disputes in good faith. At its sole cost and expense,
Company shall contest any suit, demand or action commenced to enforce such a
claim and, if the suit, demand or action is decided by a court or other
authority of ultimate and final jurisdiction against Company or the Property,
Company shall promptly pay the judgment and shall post any bond and take all
other action necessary to prevent any sale or loss of the Property or any part
thereof. Company shall permit Claimholder to post Notices of Non-Responsibility
at the collars of any shafts and in other locations required under Arizona law
in order to prevent certain liens from attaching to the Property, and Company
shall take all actions reasonably necessary to keep such notices posted in these
locations.
L. Reclamation and Remediation. Company shall reclaim the Property, to
the extent disturbed by Company during the term of this Agreement, in accordance
with and as required by applicable federal, state and local laws, rules and
regulations.
6. Right to Terminate.
A. Termination.
6
(1) By the Company. Company may terminate this Agreement or the
Lease at any time at its sole option by giving Claimholder
30 days' prior written notice, upon which all rights and
obligations of the parties under this Agreement shall cease,
except for any limitation of liability, indemnification, and
confidentiality provisions set forth herein; provided,
however, that (i) if Company terminates this Agreement after
April 1 of any year, Company agrees to pay governmental fees
and make all governmental filings necessary to maintain the
unpatented mining claims for the assessment year commencing
on September 1 next following such notice of termination and
(ii) if Company terminates this Agreement or the Lease on or
before April 30, 2005, Company shall remain obligated to
comply with Section 4A.
(2) By Claimholder. In the event that (i) Company shall fail to
pay any of its monetary obligations under this Agreement
when due and shall not pay same within 14 days following
notice thereof by Claimholder or (ii) Company shall fail to
perform any of its nonmonetary obligations under this
Agreement and shall not cure its failure within 30 days
following notice thereof by Claimholder (in each case an
"uncured default"), Claimholder may terminate this Agreement
upon three days written notice to Company. Termination
pursuant to this Section 6.A.(2) shall not excuse Company
from any of its obligations which accrued prior to the date
of termination, and Claimholder shall retain all of its
rights in law or in equity with respect thereto.
B. Return of Data. As soon as practicable upon the termination of this
Agreement, Company shall return to Claimholder copies of all title,
environmental, metallurgical, geological, geophysical, milling and other data
concerning the Property and furnished by Claimholder or previous owners of the
Property or their agents or consultants to Company. At such time, Company shall
also make available to Claimholder for examination and copying all survey maps,
drill hole logs, sample locations and assays developed by Company with respect
to the Property during the term of this Agreement and not previously made
available to Claimholder and shall transfer custody to Claimholder of all drill
cores.
C. Release. Upon termination of this Agreement, Company will promptly
execute and deliver to Claimholder appropriate documents of conveyance releasing
and conveying its interest in the Property to Claimholder.
D. Surrender of Possession and Removal of Equipment. Upon termination
of this Agreement, Company shall surrender possession of the Property, subject
to the condition that Company shall have the right at any time within one year
(or such longer period as Company can demonstrate is reasonably necessary) after
such surrender or termination of this Agreement to (i) complete any reclamation
obligations required of Company under this Agreement or by governmental law or
regulation and (ii) remove all of its tools, equipment, machinery, supplies,
fixtures, buildings, structures and other property erected or placed on such
property by Company, excepting only timber, chutes and ladders in place for
underground entry and support. Title to such property not removed within the
time period set forth above shall, at the election of Claimholder, pass to
Claimholder. Alternatively, at the end of the time period set forth above,
Claimholder may remove any such property from the Property and dispose of same
in a commercially reasonable manner, all at the expense of Company.
7
7. Exercise of Purchase Option. If Company decides to exercise the Purchase
Option, upon each of (a) the completion of a "positive" feasibility study for
the Property, (b) the making of an affirmative production decision for the
Property by Company's and any parent corporation's Boards of Directors and (c)
presentation to Claimholder of evidence satisfactory to Claimholder that Company
has obtained the financing necessary to develop and operate the Property,
Company shall give Claimholder notice thereof. Within 10 days after such notice,
Claimholder shall deliver to Company a special warranty deed in form
satisfactory to Company transferring title to a 100% interest in the Property,
and reserving to Claimholder the net profits interest ("NPI") in production from
the Property and the net smelter returns royalty ("NSR"), each as set forth in
Section 8 below, and Company shall deliver to Claimholder the sum of $10.00.
8. Claimholder NPI and NSR Royalty.
A. Claimholder NPI. Upon completion of the payments under Section
3.A., Company shall have a 75% NPI in the Property and Claimholder shall have a
25% NPI in the Property. Upon termination of this Lease (other than as a result
of Company's exercise of its Purchase Option, Company's NPI shall be reduced
permanently to zero (-0-%) and Claimholder's shall be increased permanently to
100%. For purposes of Claimholder's and Company's respective NPI, "Net Profits"
shall be calculated pursuant to generally accepted accounting principles in the
United States of America, provided, however, that the calculation of net profits
shall not include any benefit or loss from price hedging and price protection
arrangements conducted by or on behalf of Company and, provided, further, that
Company shall be entitled to deduct from revenues only the following percentages
of total operating costs in lieu of headquarters overhead and headquarters
general and administrative expenses: 3% during the development/construction
stage of operations and 1% during the mining and processing stage of operations
and, provided, further, that no deduction shall be made for depletion or
depreciation. Claimholder's NPI shall be a fully carried interest, and
Claimholder shall not be required to fund any expenses relating to the Property
or its exploration , development, production or reclamation.
B. Net Smelter Returns Royalty. In addition to Claimholder's NPI,
Claimholder hereby reserves a five (5%) percent net smelter returns royalty
("NSR Royalty") for all commodities produced. For purposes of this Agreement,
the "net smelter return" is defined as the amount of money which the smelter or
refinery, as the case may be, pays the Company for the commodity based on the
then current spot price of the commodity, with deductions for costs associated
with further processing but without deductions for taxes, calculated on an FOB
mine site basis.
C. Payable in Kind; Payable Quarterly. Claimholder may elect to
receive in kind its NPI or its NSR Royalty (as described below). Both royalties
shall be payable quarterly.
8
9. "Project Area" / Area of Interest. If either party or if any affiliate
of a party, or any officer, director, employee, partner, member or agent
thereof, now has or hereafter acquires any property interest within the
boundaries of Twp 26N Range 21W, GSRBM, Arizona, or within one mile of the
perimeter of such boundaries (but excepting patented ground owned or acquired by
the XxXxxxxx / Xxxxxx New Jersey Trust) (the "Project Area"), such party shall
give prompt notice to the other party and such property interests shall, at the
option of the other party, exercised within 45 days after notice of such
acquisition by the acquiring party, become part of the Property and become
subject to this Agreement (the "Additional Property. If Company does not
exercise the Purchase Option and the Lease is terminated, Claimholder shall have
the right to retain any Additional Property acquired by Company at no cost to
Claimholder.
10. Cross - Indemnity. Each party ("Indemnifying Party") agrees to defend,
indemnify and hold harmless the other party, its successors, affiliates,
assigns, officers, directors and employees, members, partners and agents
("Indemnitees") from and against any and all claims, actions suits, losses,
liabilities, damages, assessments, judgments, costs and expenses, including
reasonable attorney's fees, arising out of or pertaining to (i) any breach by
the indemnifying party of any representation, warranty or obligation under this
Agreement or (ii) any activities conducted by the Indemnifying Party or its
agents on the Property.
11. Assignment. Neither party may assign its rights and obligations under
this Agreement without the prior written consent of the other party, which
consent shall not be unreasonably withheld, provided, however, that Claimholder
may assign its interest at any time after May 31, 2004 to a third party without
the consent of Company if such third party agrees to assume all of Claimholder's
obligations under this Agreement, and provided further that Company may assign
its interest to an affiliated company or a successor without the consent of
Claimholder, provided that the assignee agrees to assume all of Company's
obligations under this Agreement and has a tangible net worth no less than that
of Company prior to the assignment.
12. Governing Law. Consent to Jurisdiction. This Agreement shall be
governed by the laws of the State of Arizona, excluding any conflicts of laws
principles. Each party consents to the exclusive jurisdiction and venue of the
federal and state courts sitting in Mohave County, Arizona, U.S.A. over any
dispute, claim, lawsuit or proceeding arising from or pertaining to this
Agreement, and waives any argument that such courts are an "inconvenient forum."
13. Affiliated Companies. Each party shall take such actions as may be
necessary to cause its affiliates to comply with the obligations contemplated
herein. "Affiliate" of a party means any person, partnership, joint venture,
corporation, or other form of enterprise that directly or indirectly controls,
is controlled by, or is under common control with, the party.
14. Notices. All notices required or permitted to be given hereunder shall
be in writing and shall be delivered to the parties by personal delivery,
registered or certified mail, facsimile transmission, or express delivery
service at the addresses set forth below, or to such other address as the
parties may later designate by like notice to each other:
9
Company:
Golden Sierra Limited
C/o St Xxxxx Resource Management Limited
00 Xxxxxxx Xxxxxx
Xxxxxx
X0X 0XX
XXXXXX XXXXXXX
Attn: Xxxxxxx X Xxxx
Searchlight:
Searchlight Exploration LLC
0000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000 U.S.A.
Phone: 702.396-5292
FAX: 702.396-2347
Attn: Xxxxxxxxx X. Xxxxxx
All notices required or permitted to be given hereunder shall be deemed to have
been given on the date of actual receipt.
15. Rule Against Perpetuities. Anything in this Agreement to the contrary
notwithstanding, Company may not exercise its Purchase Option, which shall
thereupon become null and void, later than 21 years after the end of the life of
the last to survive of Xxxxxxxxx X. Xxxxxx, Xxxxxxx XxXxxxxx Xxxxxx, Xxxx X.
XxXxxxxx, Xxxxx X. XxXxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxx and Xxxxx
Xxxxxx, who are locators of claims owned or being explored by Searchlight.
16. Dollars. All dollar ($) amounts used in this Agreement or any Exhibit
or Schedule hereto are U.S. $ Dollars.
17. Other Business Opportunities. This Agreement is, and the rights of the
parties are, strictly limited to the matters set forth herein. Subject to the
provisions of Section 9 relating to Additional Property in the Project Area, the
parties shall have the free and unrestricted right to independently engage in
and receive the full benefits of any and all business ventures of any sort
whatever, whether or not competitive with the matters contemplated hereby,
without consulting the other or inviting or allowing the other to participate
therein.
18. Confidentiality. Except as set forth in Section 20, the parties hereto
agree to treat all data, reports, records and other information developed under
this Agreement and applicable to the Property as confidential, and unless any
party is required by any law, rule, regulation or order to disclose any of such
information, it shall not be disclosed to any person other than consultants,
contractors or potential investors or assignees, without the written agreement
of both parties, which will not unreasonably be withheld.
10
19. Memorandum for Recording. Simultaneous with the receipt by Claimholder
of the all payments pursuant to Section 3.A., the parties agree to execute for
recording purposes a written Short Form of Exploration and Development Lease /
Option Agreement, setting forth the basic terms and conditions of this Agreement
as necessitated or permitted by Arizona law.
20. Public Announcements. Disclosure of information relating to this
Agreement or the Property may be made by either party if such information is
required to be disclosed to any federal, state, provincial or local government
or appropriate agencies and departments thereof or if such information is
required by law, stock exchange rule or regulation to be publicly announced.
Otherwise, public announcements or reports by either party of information
relating to this Agreement or the Property shall be made only on the basis of
agreed texts upon the prior written consent of the other party, which consent
shall not unreasonably be withheld. Each of Claimholder and Company accordingly
agrees that it will, not less than forty-eight hours in advance of making public
any information referred to in the preceding sentence, give the other party
written notice of the text of the proposed report and provide the non-disclosing
party with the opportunity to object to the form and content thereof before the
same is issued. The non-disclosing party shall respond within forty-eight hours
of receipt of such notice, or its silence will constitute a waiver of objection
to the terms of the proposed text.
21. Waiver; Amendment. Any of the terms or conditions of this Agreement may
be waived at any time by the party which is entitled to the benefit thereof, but
such waiver must be in writing and signed by the party granting the waiver. No
such waiver shall affect or impair the right of the waiving party to require
observance, performance or satisfaction of any other term or condition thereof.
Any of the terms or provisions of this Agreement may be amended or modified at
any time, but only in a writing signed by each of the parties hereto.
22. Severability. In the event that any one or more of the provisions
contained in this Agreement or in any other instrument or agreement contemplated
hereby shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement or any such other instrument or agreement.
23. Attorney's Fees. In the event of any controversy, claim or dispute
between the parties hereto, arising out of or pertaining to this Agreement or
the breach thereof, the prevailing party shall be entitled to recover from the
losing party reasonable expenses, attorney's fees and costs.
24. Further Assurances. At the request of either party, the parties shall
execute and deliver any further instruments, agreements, documents or other
papers reasonably requested by either party to effect the purposes of this
Agreement and the transactions contemplated hereby.
25. Counterparts. This Agreement may be executed in multiple counterparts,
and all such counterparts taken together shall be deemed to constitute one and
the same instrument.
26. No Brokers or Finders. Each party represents and warrants to the other
party that, all negotiations relative to this Agreement and the transactions
contemplated hereby have been carried on by it in such manner as not to give
rise to any valid claim against either party, or any third party, for a
brokerage commission, finder's fee or other fee or commission arising by reason
of the transactions contemplated by this Agreement.
11
IN WITNESS WHEREOF, the parties hereto, through their duly authorized
representative, have executed and delivered this Agreement as of the day and
year first above written.
SEARCHLIGHT EXPLORATION LLC,
an Arizona limited liability company
By /s/ Xxxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxxx X. Xxxxxx
Manager and sole member
GOLDEN SIERRA LIMITED,
A Gibraltar corporation
By : /s/ Xxxxxxx Xxxxx Xxxx
----------------------
Name: Xxxxxxx Xxxxx Xxxx
Title: Director
12
Exhibit A
Mockingbird Project
Xxxxxx Mining District
Mohave County, Arizona
Original Claim Block
Claim AMC# Recording Info Township / Range / Section Date Located Acreage
----- ----- -------------- -------------------------- ------------ -------
Mockingbird#2 AMC350565 Bk 3155, p. 000 X00X X00X Sec 22 9/4/1998 20
Amended Bk 4248, p. 337 10/20/2002
Dandy#1 XXX000000 Bk 3155, p. 821 T26N R21W Sec 27 9/4/1998 20
Amended Bk 4253, p. 385 10/20/2002
Great West#1 AMC350573 Bk 3155, p. 000 X00X X00X Sec 27 9/4/1998 20
Amended Bk 3155, p. 829 10/20/2002
MP#1 AMC355248 Bk 3667, p. 000 X00X X00X Sec 15 1/22/2001 160
MP#2 AMC355249 Bk 3667, p. 238 T26N R21W Sec 14, 23 1/22/2001 160
MP#3 AMC355250 Bk 3667, p. 000 X00X X00X Sec 22 1/22/2001 156
MP#4 AMC355251 Bk 3667, p. 000 X00X X00X Sec 22 1/22/2001 160
MP#5 AMC355252 Bk 3667, p. 000 X00X X00X Sec 22 1/22/2001 160
MP#6 XXX000000 Bk 3667, p. 000 X00X X00X Sec 23 1/22/2001 160
MP#7 AMC355254 Bk 3667, p. 000 X00X X00X Sec 28 1/22/2001 160
MP#8 AMC355255 Bk 3667, p. 000 X00X X00X Sec 27 1/22/2001 160
MP#9 AMC355256 Bk 3667, p. 252 T26N R21W Sec 27 1/22/2001 160
MP#10 AMC355257 Bk 3667, p. 254 T26N R21W Sec 26 1/22/2001 160
MP#11 AMC355258 Bk 3667, p. 256 T26N R21W Sec 26 1/22/2001 160
MP#12 AMC355259 Bk 3667, p. 258 T26N R21W Sec 26 1/22/2001 160
MP#13 AMC355607 Bk 3807, p. 537 T26N R21W Sec 14, 15 7/14/2001 160
MP#14 AMC355355 Bk 3697, p. 828 T26N R21W Sec 35 3/10/2001 160
MP#15 AMC355608 Bk 3807, p. 539 T26N R21W Sec 22 7/14/2001 144
MP#16 AMC355609 Bk 3807, p. 000 X00X X00X Sec 27 7/14/2001 120
Lode Claims located September 2004
Claim AMC# Recording Info Township / Range / Section Date Located Acreage
------------- -------- -------------- -------------------------- ------------ -------
Mockingbird#1 AMC362718 Bk 5195, p. 78 T26N R21W Sec 22 9/2/2004 20
Mockingbird#2A AMC362719 Bk 5195, p. 80 T26N R21W Sec 22 9/2/2004 20
Mockingbird#3 AMC362720 Bk 5195, p. 82 T26N R21W Sec 22 9/2/2004 20
Mockingbird#4 XXX000000 Bk 5195, p. 84 T26N R21W Sec 22 9/2/2004 20
Mockingbird#5 AMC362722 Bk 5195, p. 86 T26N R21W Sec 22 9/2/2004 20
Mockingbird#6 AMC362723 Bk 5195, p. 88 T26N R21W Sec 22 9/2/2004 20
Mockingbird#7 AMC362724 Bk 5195, p. 90 T26N R21W Sec 22 9/2/2004 20
Mockingbird#8 AMC362725 Bk 5195, p. 92 T26N R21W Sec 22 9/2/2004 20
Mockingbird#9 AMC362726 Bk 5195, p. 94 T26N R21W Sec 22 9/2/2004 20
Mockingbird#10 AMC362727 Bk 5195, p. 96 T26N R21W Sec 22 9/2/2004 20
Mockingbird#11 AMC362728 Bk 5195, p. 98 T26N R21W Sec 22 9/2/2004 20
Mockingbird#12 AMC362729 Bk 5195, p. 100 T26N R21W Sec 22 9/2/2004 20
Mockingbird#13 AMC362730 Bk 5195, p. 102 T26N R21W Sec 22 9/2/2004 20
Mockingbird#14 AMC362731 Bk 5195, p. 104 T26N R21W Sec 22 9/2/2004 20
Mockingbird#15 AMC362732 Bk 5195, p. 106 T26N R21W Sec 22 9/2/2004 20
Mockingbird#16 AMC362733 Bk 5195, p. 108 T26N R21W Sec 15 9/2/2004 20
Mockingbird#17 AMC362734 Bk 5195, p. 110 T26N R21W Sec 15 9/2/2004 20
Mockingbird#18 AMC362735 Bk 5195, p. 112 T26N R21W Sec 22 9/2/2004 20
Mockingbird#19 AMC362736 Bk 5195, p. 114 T26N R21W Sec 15 9/2/2004 20
Mockingbird#20 AMC362737 Bk 5195, p. 116 T26N R21W Sec 15 9/2/2004 20
Mockingbird#21 AMC362738 Bk 5195, p. 118 T26N R21W Sec 15 9/2/2004 20
Dandy#1A XXX000000 Bk 5195, p. 120 T26N R21W Sec 27 9/2/2004 20
Dandy#2 AMC362740 Bk 5195, p. 122 T26N R21W Sec 27 9/2/2004 20
Dandy#3 AMC362741 Bk 5195, p. 124 T26N R21W Sec 27 9/2/2004 20
Dandy#4 AMC362742 Bk 5195, p. 126 T26N R21W Sec 27 9/2/2004 20
Dandy#5 AMC362743 Bk 5195, p. 128 T26N R21W Sec 27 9/2/2004 20
Great West#1A AMC362744 Bk 5195, p. 130 T26N R21W Sec 27 9/2/2004 20
Great West#2 AMC362745 Bk 5195, p. 132 T26N R21W Sec 27 9/2/2004 20
Great West#3 AMC362746 Bk 5195, p. 134 T26N R21W Sec 26 9/2/2004 20
Great West#4 XXX000000 Bk 5195, p. 136 T26N R21W Sec 27 9/2/2004 20
13
Lode Claims located October 2004
(former Anaconda claim block)
Claim AMC# Recording Info Township / Range / Section Date Located Acreage
----- ---------- -------------- -------------------------- ---------- -------
MOC 2 AMC#364164 Bk 5264 Pg 429 T26N R21W Sec 26 10/17/2004 20
MOC 3 AMC#364165 Bk 5264 Pg 431 T26N R21W Sec 26 10/17/2004 20
MOC 10 AMC#364172 Bk 5264 Pg 445 T26N R21W Sec 26 10/17/2004 20
MOC 12 AMC#364174 Bk 5264 Pg 449 T26N R21W Sec 26 10/17/2004 20
MOC 13 AMC#364175 Bk 5264 Pg 451 T26N R21W Sec 26 10/17/2004 20
MOC 14 AMC#364176 Bk 5264 Pg 453 T26N R21W Sec 26 10/17/2004 20
MOC 15 AMC#364177 Bk 5264 Pg 455 T26N R21W Sec 26 10/17/2004 20
MOC 16 AMC#364178 Bk 5264 Pg 457 T26N R21W Sec 26 10/17/2004 20
MOC 17 AMC#364179 Bk 5264 Pg 459 T26N R21W Sec 26 10/17/2004 20
MOC 18 AMC#364180 Bk 5264 Pg 461 T26N R21W Sec 26 10/17/2004 20
MOC 19 AMC#364181 Bk 5264 Pg 463 T26N R21W Sec 26 10/17/2004 20
MOC 20 AMC#364182 Bk 5264 Pg 465 T26N R21W Sec 26 10/17/2004 20
MOC 21 AMC#364183 Bk 5264 Pg 467 T26N R21W Sec 26 10/17/2004 20
MOC 22 AMC#364184 Bk 5264 Pg 469 T26N R21W Sec 23, 26 10/17/2004 00
XXX 00 XXX#000000 Xx 0000 Pg 471 T26N R21W Sec 23 10/17/2004 20
MOC 24 AMC#364186 Bk 5264 Pg 473 T26N R21W Sec 23 10/17/2004 20
MOC 25 AMC#364187 Bk 5264 Pg 475 T26N R21W Sec 23 10/17/2004 20
MOC 26 AMC#364188 Bk 5264 Pg 477 T26N R21W Sec 23 10/17/2004 20
MOC 27 AMC#364189 Bk 5264 Pg 479 T26N R21W Sec 23 10/17/2004 20
MOC 28 AMC#364190 Bk 5264 Pg 481 T26N R21W Sec 23 10/17/2004 20
MOC 30 AMC#364191 Bk 5264 Pg 483 T26N R21W Sec 23 10/17/2004 20
MOC 32 AMC#364192 Bk 5264 Pg 485 T26N R21W Sec 23 10/17/2004 20
MOC 33 AMC#364193 Bk 5264 Pg 487 T26N R21W Sec 26 10/17/2004 20
MOC 38 AMC#364194 Bk 5264 Pg 489 T26N R21W Sec 26 10/17/2004 20
MOC 39 AMC#364195 Bk 5264 Pg 491 T26N R21W Sec 23 10/17/2004 20
MOC 40 AMC#364196 Bk 5264 Pg 493 T26N R21W Sec 23 10/17/2004 20
MOC 41 AMC#364197 Bk 5264 Pg 495 T26N R21W Sec 23 10/17/2004 20
MOC 42 AMC#364198 Bk 5264 Pg 497 T26N R21W Sec 23 10/17/2004 20
MOC 43 AMC#364199 Bk 5264 Pg 499 T26N R21W Sec 23 10/17/2004 20
MOC 45 AMC#364200 Bk 5264 Pg 501 T26N R21W Sec 23 10/17/2004 20
MOC 47 AMC#364201 Bk 5264 Pg 503 T26N R21W Sec 23 10/17/2004 20
MOC 49 AMC#364202 Bk 5264 Pg 505 T26N R21W Sec 23 10/17/2004 20
Mockingbird 22 AMC364210 Bk 5264 Pg 521 T26N R21W Sec 26 10/17/2004 20
Mockingbird 23 AMC364211 Bk 5264 Pg 523 T26N R21W Sec 26 10/17/2004 20
Mockingbird 24 AMC364212 Bk 5264 Pg 525 T26N R21W Sec 26 10/17/2004 20
Mockingbird 25 AMC364213 Bk 5264 Pg 527 T26N R21W Sec 26 10/17/2004 20
Mockingbird 26 XXX000000 Bk 5264 Pg 529 T26N R21W Sec 26 10/17/2004 20
14
