OPTION AGREEMENT
This Option Agreement is made and entered into by and between American Strategic Minerals Corporation, a Nevada corporation, (hereafter “Buyer”) and Sagebrush Gold, Ltd. (“Sagebrush”), a Nevada corporation, for itself and on behalf of its wholly owned subsidiaries (“CRA”), Green Energy Fields, Inc. (“Green”), a Nevada corporation, and ND Energy, Inc. (“ND”), a Delaware corporation, (Sagebrush, Green and ND, hereafter collectively referred to as “Seller”), effective as of January __, 2012 (the “Effective Date”).
1. Seller hereby grants Buyer an irrevocable, unconditional option (the “Option”) to purchase from Seller, for $10.00 (the “Exercise Price”) each of the mining properties described on Exhibit A attached hereto (the “Properties”), on the terms and subject to the conditions set forth herein. As consideration for the Option, Buyer shall deliver to Sagebrush (i) a promissory note from Buyer in the principal amount of $1,000,000 in the form attached hereto as Exhibit B (the “Note), and (ii) 10,000,000 fully paid and non-assessable shares of Buyer’s common stock, par value $0.0001 per share, (collectively, the Option Consideration”) on the terms and subject to the conditions contained in that certain draft Current Report on Form 8-K annexed hereto as Exhibit C (the “Draft 8-K”). Buyer shall deliver and perform all of its obligations, and agrees to Sagebrush’s rights and privileges with respect to the Option Consideration, effective contemporaneously with the execution of this Agreement, as set forth in the Draft 8-K.
2. Buyer’s Option to acquire the Properties evidenced by this Option Agreement shall expire and automatically terminate at 11:59 p.m., M.D.T., ninety (90) days from the Effective Date (the “Expiration Date”) if the Option is not exercised by Buyer prior to that date.
3. Buyer may exercise this Option at any time before the Expiration Date and may exercise this Option as to any number of Properties and in any number of exercise transactions for the Exercise Price. If Buyer exercises this Option as to some, but not all, of the Properties, the Option shall remain effective as to any other Properties until the Expiration Date at which time the Option with respect to any Properties unexercised shall terminate and expire. In the event this Option is exercised in multiple exercise transactions, the Buyer shall pay the Exercise Price on each such occasion.
4. Buyer may exercise this Option at any time before the Expiration Date by giving Sagebrush written notice (“Notice of Exercise”) that Buyer is ready, willing and able to close the purchase of the Properties on a closing date set by Buyer within 45 days of the Notice of Exercise (as may be extended for purposes of completing the transfers and regulatory/recording requirements necessary to effectuate the intent and purposes of this Option Agreement, not to exceed 90 days from the delivery of the Notice of Exercise, unless extended further by the parties). On receipt of Buyer’s Notice of Exercise, Seller shall contact Buyer and the parties shall mutually agree on a date, time and place of closing. At Closing, both parties shall sign and deliver to one another such documents as may be necessary to transfer title to the property in fee simple absolute (or such other title which conveys all of the interest in the property as Seller is capable of conveying with no retained interest). Transfer shall be by warranty deed, free and clear of all liens and encumbrances (or such other method which conveys all of the interest in the Properties as Seller is capable of conveying with no retained interest, taking into account the nature of Seller’s interest). At Closing, Seller shall also assign and transfer to Buyer all governmental permits which Seller has relating to the Properties being transferred and shall deliver to Buyer all information and data (including compilations of data and regardless of format, physical or electronic) in its possession or subject to its control, including information in the possession or control of any consultants retained by Seller, relating to the Properties being transferred including but not limited to: geologic data; mine or other maps; test results and records; samples and assays; drill hole data and maps; sampling sheets; cost records; records required to be kept by any governmental authority or pursuant to any permits or authorizations; capital investments in or to, or in connection with, the Properties and all milling and smelter reports relating to ore processed for or on behalf of Seller from the Properties being transferred. Buyer shall bear all costs, fees and expenses necessary to effectuate transfer of the Properties, any permits, and the information required to be supplied to Buyer (including preparation of the deed and any other documents required to accomplish transfer of the Property).
1
5. As to each of the mining claims listed on the attached Exhibit A as a patented claim (except for those so marked), Buyer shall conduct its due diligence prior to delivery of a Notice of Exercise, and Seller shall only be required to deliver the documents referred to in Section 4 hereof. Seller has full legal and unrestricted authority to enter into this Option. As to each of the mining claims listed on the attached Exhibit A as an unpatented claim, Seller will also warrant that to the best of its knowledge as of the Closing, except as otherwise disclosed or available to Buyer or known or knowable to Buyer as a result of Buyer’s due diligence investigation (each of such representations qualified to the extent that such actions may have been taken by predecessors of the Sellers): (i) it has fully and completely performed all required location, claim and assessment work or actions necessary to lay claim to said unpatented claims, including the payment of any and all fees associated therewith; (ii) it has filed all documents and taken all other steps necessary to perfect its claim on said land under the laws of the United States and of the states within which any listed claim may be located; (iii) it has diligently pursued all actions available to it to obtain clear title to said claims by patent or otherwise; and (iv) there are no conflicting claims with regard to any such unpatented claims. At Buyer’s request, Seller shall promptly provide Buyer copies of any patents, claim forms, receipts, title research or other work, and other documents relating to the title it claims to the Properties including location certificates, notices of claims, and all reports relating to any unpatented claims. In the event of any flaw in Seller’s title to any of the Properties, including any unremedied or unreleased order or directive from any governmental entity received. Seller shall cooperate with Buyer and promptly take following the date hereof (at Buyer’s cost) any action requested by Buyer which may be necessary to remove or correct said flaw or to remedy or release any order or directive.
6. Seller may continue to explore, develop or operate in, on or under any of the Properties during the term of this Option provided however that it shall at all times fully and completely comply with all applicable permits, laws, regulations and orders relating thereto.
7. Until the Expiration Date, Buyer shall be permitted to enter upon all or any part of the Properties for the purpose of conducting such inspection or investigation of the Properties as Buyer deems advisable including but not limited to assay, test drilling and other exploratory or assessment activities, provided however that Buyer shall be obligated to make the results of any such investigation, inspection or tests available to Seller within a reasonable time.
2
8. Possession of any Property as to which Buyer has exercised its Option shall transfer on Closing of Buyer’s exercise of this Option as to that Property.
9. All risk of loss relating to any of the Properties, together with all costs and expenses thereof (except as otherwise provided herein), shall remain on Seller until Closing of any sale hereunder. Seller shall be solely responsible for and shall exclusively bear any liabilities associated with any of the Properties which arise out of events occurring prior to Closing regardless when such claim arises.
10. Seller shall pay and be solely responsible for all real estate taxes, assessments, bills and expenses relating to the Properties, including past due amounts, interests and penalties up to and including the date of Closing, regardless when such became or become due, and Buyer shall be responsible for such expenses thereafter.
11. In the event Seller defaults on performance under this agreement, Buyer shall be entitled to obtain specific performance or actual damages or both, against Seller, but shall have no claim in respect of the Option Consideration paid for issuance of the Option hereunder as set forth in Section 1 hereto as to which Buyer releases Sagebrush from any and all claims with respect thereto and agrees that such Option Consideration is irrevocable and shall be paid and all other agreements fully and completed performed as set forth herein. Sagebrush and Seller shall be entitled to obtain specific performance or actual damages or both, against Buyer with respect to any breaches or threatened breaches by Buyer.
12. A. This Option Agreement may be executed by each party separately and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.
B. This Option Agreement shall be read in pari material with all other agreements and instruments executed in connection herewith, provided however that in the event of any conflict between the provisions of this Option Agreement and any other agreement or instrument, the terms of this Option Agreement shall control. Subject to the foregoing, this Option Agreement contains the parties’ entire agreement with regard to any matters addressed herein.
C. This Option Agreement may be modified only by written instrument signed by both parties hereto after the date hereof.
D. Neither party shall have any right to assign or transfer its rights or obligations hereunder without the prior written consent of the other. Any assignment or transfer which is made in violation of the foregoing provision shall be null and void. Subject to the foregoing, in the event of a valid assignment or transfer, this Option Agreement shall be binding upon the successors and assigns of the respective parties.
E. Notice under this Option Agreement may be given to any party by personal delivery or by certified mail or by other service providing confirmation of delivery (whether public or private) or by email, fax or other electronic means.
3
F. Notice of this Option and of all material terms hereof including the Expiration Date shall be recorded by Seller upon the written request of Buyer, at Buyer’s sole expense, in the land records of each county in which any of the Properties are located and shall further be provided to any governmental entities which are entitled to such notice by law or regulation. Seller shall provide Buyer with copies confirming such recordation and delivery within thirty days after the effective date hereof.
G. In the event either party to this Option Agreement claims a default and wishes to pursue a claim against the other party, the parties' dispute shall be submitted first to mediation before one or more persons selected by mutual agreement of the parties. This Agreement shall be deemed for all purposes to have been made in the State of Nevada and shall be interpreted in accordance with Nevada law. As part of its award, any court hearing a dispute involving this Option Agreement shall be required to award the prevailing party its reasonable costs and expenses, including reasonable attorney fees.
H. Nothing contained in this Option Agreement shall create, or be deemed to create, any sort of partnership, agency, joint venture or other similar type of legal relationship between the parties hereto. Neither party hereto shall have any power or authority to act for or on behalf of the other, or to represent or purport to represent the other, except as expressly provided herein. All of the rights, duties, obligations and liabilities of each of the parties hereto shall belong to it solely and exclusively, and shall not be, or be deemed to be, joint or collective, it being the intention of the parties that each of them will be liable only for those matters expressly delegated to it hereunder and not for any obligation of the other party. Seller and Buyer hereby irrevocably indemnifies, and agrees to hold harmless, the other party hereto, its owners, officers, directors, agents, attorneys, and employees, from and against any and all losses, claims, damages and liabilities arising out of any act, obligation or assumption of liability by or on behalf of the indemnifying party, its owners, officers, directors, agents, attorneys or employees.
I. Each party hereto acknowledges that it has been represented by independent legal counsel in the preparation of this Option Agreement. Each party recognizes and acknowledges that counsel to Seller and Sagebrush has represented other shareholders of the Buyer and may, in the future, represent others in connection with various legal matters (including Buyer and such shareholders) and each party waives any conflicts of interest and other allegations that it has not been represented by its own counsel.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
4
IN WITNESS WHEREOF, the parties have hereunto set their hands effective as of the date set forth above.
Seller:
|
Buyer:
|
Sagebrush Gold, Ltd
_____________________________________
By: Xxxxx Xxxxxx, President
|
American Strategic Minerals Corporation (Nevada)
__________________________________
By: Xxxxxx Xxxxxxx, President
|
Green Energy, Inc.
______________________________________
By: Xxxxxx Xxxxx, President
ND Energy, Inc.
_______________________________________
By: Xxxxxx Xxxxx, President
State of :
County of :
Be it remembered that on this _____ day of ____________, 2012, the foregoing instrument was signed and acknowledged before me by ____________, President of American Strategic Minerals Corporation, a Nevada corporation. In testimony whereof, I have hereunto set my hand and affixed my notarial seal on the day and year aforesaid.
________________________________________
Signature of Notary Public
My commission expires on _______________.
State of :
County of :
Be it remembered that on this _____ day of ____________, 2012, the foregoing instrument was signed and acknowledged before me by ________________________, President of Sagebrush Gold, Ltd. In testimony whereof, I have hereunto set my hand and affixed my notarial seal on the day and year aforesaid.
5
________________________________________
Signature of Notary Public
My commission expires on _______________.
State of :
County of :
Be it remembered that on this _____ day of ____________, 2012, the foregoing instrument was signed and acknowledged before me by ____________, President of ND Energy Inc., a Delaware corporation and Green Energy Fields, Inc., a Nevada corporation. In testimony whereof, I have hereunto set my hand and affixed my notarial seal on the day and year aforesaid.
________________________________________
Signature of Notary Public
My commission expires on _______________.
6
Exhibit A
Patented Claims
Xxxxxxx
Under Membership Interests Sale Agreements dated March 17, 2011, CRGI purchased 51.35549% and 24.32225% respectively of the membership interests of Secure Energy LLC, a North Dakota limited liability company.
Secure Energy’s current assets include the following:
--Data package including historical exploration data including drill logs, surface samples, maps, reports and other information on various uranium prospects in North Dakota.
--Uranium Lease Agreement with Xxxxxx Xxxxx, Xx. and Xxxxxxxx Xxxxx dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.
--Uranium Lease Agreement with Xxxxxx X. Xxxxx and Xxxxxxx Xxxxx dated June 28, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 30: Lots 1 (37.99), 2 (38.13), 3 (38.27), 4 (38.41) and E1/2 W1/2 and SE 1/4.
--Uranium Lease Agreement with Xxxx X. Xxxxxxx dated November 23, 2007. Location: Township 134 North, Range 100 West of the Fifth Principal Meridian. Sec. 31: Lots 1 (38.50), 2 (38.54), 3 (38.58), 4 (38.62) and E1/2 W1/2, W1/2NE1/4, SE 1/4.
The uranium lease agreements include the rights to conduct exploration for and mine uranium, thorium, vanadium, other fissionable source materials, and all other mineral substances contained on or under the leased premises. The leased premises consist of a total of 1,027 acres located in Slope County, North Dakota.
Unpatented Claims
|
1.
|
Artillery Peak
|
The following unpatented mining claims and sites are situated in an unknown mining district, Mohave County, Arizona, the Location Notices of which are of record in the office of the County Recorder of Mohave County, Arizona, and the Bureau of Land Management serial numbers are filed at Phoenix, Arizona.
No.
|
AMC
|
Name of Claim
|
County Recorder
|
Sec, Twp, Rng
|
|
1
|
374325
|
AP 1
|
2006-102529
|
Xxx 00, X00X, X00X
|
|
0
|
000000
|
AP 2
|
2006-100277
|
Xxx 00, X00X, X00X
|
|
0
|
000000
|
AP 3
|
2006-100278
|
Xxx 00, X00X, X00X
|
|
0
|
000000
|
AP 4
|
2006-100279
|
Xxx 00, X00X, X00X
|
|
0
|
000000
|
AP 5
|
2006-100280
|
Xxx 00, X00X, X00X
|
|
0
|
000000
|
AP 6
|
2006-100281
|
Xxx 00, X00X, X00X
|
|
0
|
000000
|
AP 7
|
2006-100282
|
Xxx 00, X00X, X00X
|
0
Xx.
|
XXX
|
Name of Claim
|
County Recorder
|
Sec, Twp, Rng
|
8
|
374332
|
AP 8
|
2006-100283
|
Xxx 00, X00X, X00X
|
0
|
000000
|
AP 9
|
2006-100284
|
Sec 26&27, T12N, R13W
|
10
|
374334
|
AP 00
|
0000-000000
|
Sec 26&27, T12N, R13W
|
11
|
374335
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
12
|
374336
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
13
|
374337
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
14
|
374338
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
15
|
374339
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
16
|
374340
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
17
|
374341
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
18
|
374342
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
19
|
374343
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
20
|
374344
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
21
|
374345
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
22
|
374346
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
23
|
374347
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
24
|
374348
|
AP 00
|
0000-000000
|
Sec 26, T12N, R13W
|
25
|
374349
|
AP 00
|
0000-000000
|
Sec 26&27, T12N, R13W
|
26
|
374350
|
AP 00
|
0000-000000
|
Sec 22&27, T12N, R13W
|
27
|
374351
|
AP 00
|
0000-000000
|
Sec 22&27, T12N, R13W
|
28
|
374352
|
AP 00
|
0000-000000
|
Sec 22&27, T12N, R13W
|
29
|
374353
|
AP 00
|
0000-000000
|
Sec 22&27, T12N, R13W
|
30
|
374354
|
AP 00
|
0000-000000
|
Sec 22&27, T12N, R13W
|
31
|
374355
|
AP 00
|
0000-000000
|
Sec 22&27, T12N, R13W
|
32
|
374356
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
33
|
374357
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
34
|
374358
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
35
|
374359
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
36
|
374360
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
37
|
374361
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
38
|
374362
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
39
|
374363
|
AP 00
|
0000-000000
|
Sec 21&22, T12N, R13W
|
40
|
374364
|
AP 00
|
0000-000000
|
Sec 21&22, T12N, R13W
|
41
|
374365
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
42
|
374366
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
43
|
374367
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
44
|
374368
|
AP 00
|
0000-000000
|
Sec 22, T12N, R13W
|
45
|
374369
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
46
|
374370
|
AP 000
|
0000-000000
|
Xxx 00, X00X, X00X
|
0
Xx.
|
XXX
|
Name of Claim
|
County Recorder
|
Sec, Twp, Rng
|
47
|
374371
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
48
|
374372
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
49
|
374373
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
50
|
374374
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
51
|
374375
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
52
|
374376
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
53
|
374377
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
54
|
374378
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
55
|
374379
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
56
|
374380
|
AP 000
|
0000-000000
|
Sec 35, T12N, R13W
|
57
|
374381
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
58
|
374382
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
59
|
374383
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
60
|
374384
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
61
|
374385
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
62
|
374386
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
63
|
374387
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
64
|
374388
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
65
|
374389
|
AP 000
|
0000-000000
|
Sec 27, T12N, R13W
|
66
|
374390
|
SM 00
|
0000-000000
|
Sec 21&22, T12N, R13W
|
67
|
374391
|
SM 00
|
0000-000000
|
Sec 22, T12N, R13W
|
68
|
374392
|
SM 00
|
0000-000000
|
Sec 22, T12N, R13W
|
69
|
374393
|
SM 00
|
0000-000000
|
Sec 22, T12N, R13W
|
70
|
374394
|
SM 00
|
0000-000000
|
Sec 22, T12N, R13W
|
71
|
374395
|
SM 00
|
0000-000000
|
Sec 36, T12N, R13W
|
72
|
374396
|
SM 00
|
0000-000000
|
Sec 36, T12N, R13W
|
73
|
374397
|
SM 00
|
0000-000000
|
Sec 36, T12N, R13W
|
74
|
374398
|
SM 00
|
0000-000000
|
Sec 36, T12N, R13W
|
75
|
374399
|
SP 1
|
2006-100350
|
Xxx 00, X00X, X00X
|
00
|
000000
|
SP 2
|
2006-100351
|
Xxx 00, X00X, X00X
|
00
|
000000
|
SP 3
|
2006-100352
|
Xxx 00, X00X, X00X
|
00
|
000000
|
SP 4
|
2006-100353
|
Xxx 00, X00X, X00X
|
00
|
000000
|
SP 5
|
2006-100354
|
Xxx 00, X00X, X00X
|
00
|
000000
|
SP 6
|
2006-100355
|
Xxx 00, X00X, X00X
|
00
|
000000
|
SP 7
|
2006-100356
|
Xxx 00, X00X, X00X
|
00
|
000000
|
SP 8
|
2006-100357
|
Xxx 00, X00X, X00X
|
00
|
000000
|
SP 9
|
2006-100358
|
Sec 35, T12N, R13W
|
84
|
374408
|
SP 00
|
0000-000000
|
Sec 35, T12N, R13W
|
85
|
374409
|
SP 00
|
0000-000000
|
Sec 35, T12N, R13W
|
86
|
374410
|
SP 00
|
0000-000000
|
Sec 35, T12N, R13W
|
9
|
3.
|
Coso
|
The following unpatented mining claims and sites are situated in an unknown mining district, Inyo County, Arizona, the Location Notices of which are of record in the office of the County Recorder of Inyo County, California, and the Bureau of Land Management serial numbers are filed at Sacramento, California.
No.
|
Claim Name
|
CAMC
|
County Recorder
|
Sec, Twp, Rng
|
1
|
DB #1
|
289154
|
2007-0004027
|
Xxx 00, X00X, X00 0/0 X
|
0
|
XX #2
|
289155
|
2007-0004028
|
Xxx 00, X00X, X00X
|
3
|
DB #3
|
289156
|
2007-0004029
|
Xxx 00 & 00, X00X, X00X
|
4
|
DB #4
|
289157
|
2007-0004030
|
Xxx 00 & 00, X00X, X00X
|
5
|
DB #5
|
289158
|
2007-0004031
|
Xxx 00 & 00, X00X, X00X
|
6
|
DB #6
|
289159
|
2007-0004032
|
Xxx 00 & 00, X00X, X00X
|
7
|
DB #13
|
289166
|
2007-0004039
|
Xxx 00, X00X, X00X
|
8
|
DB #14
|
289167
|
2007-0004040
|
Xxx 00, X00X, X00X
|
9
|
DB #15
|
289168
|
2007-0004041
|
Xxx 00, X00X, X00X
|
10
|
DB #16
|
289169
|
2007-0004042
|
Xxx 00, X00X, X00X
|
11
|
DB #17
|
289170
|
2007-0004043
|
Xxx 00, X00X, X00X
|
12
|
DB #18
|
289171
|
2007-0004044
|
Xxx 00, X00X, X00X
|
13
|
DB #19
|
289172
|
2007-0004045
|
Xxx 00, X00X, X00X
|
14
|
DB #20
|
289173
|
2007-0004046
|
Sec 25, T20S, R37 1/2 E
|
15
|
DB #21
|
289174
|
2007-0004047
|
Sec 25, T20S, R37 1/2 E
|
16
|
DB #22
|
289175
|
2007-0004048
|
Xxx 00, X00X, X00X
|
17
|
DB #23
|
289176
|
2007-0004049
|
Xxx 00, X00X, X00X
|
18
|
DB #24
|
289177
|
2007-0004050
|
Xxx 00, X00X, X00X
|
19
|
DB #25
|
289178
|
2007-0004051
|
Xxx 00, X00X, X00X
|
20
|
DB #26
|
289179
|
2007-0004052
|
Xxx 00, X00X, X00X
|
21
|
DB #27
|
289180
|
2007-0004053
|
Xxx 00, X00X, X00X
|
22
|
DB #28
|
289181
|
2007-0004054
|
Xxx 00, X00X, X00X
|
23
|
DB #29
|
289182
|
2007-0004055
|
Xxx 00, X00X, X00X
|
24
|
DB #30
|
289183
|
2007-0004056
|
Xxx 00 & 00, X00X, X00X
|
25
|
DB #31
|
289184
|
2007-0004057
|
Xxx 00, 00, 00, 00, X00X, X00X
|
26
|
DB #32
|
289185
|
2007-0004058
|
Xxx 00 & 00, X00X, X00X
|
27
|
DB #33
|
289186
|
2007-0004059
|
Xxx 00 & 00, X00X, X00X
|
28
|
DB #34
|
289187
|
2007-0004060
|
Xxx 00 & 00, X00X, X00X
|
29
|
DB #35
|
289188
|
2007-0004061
|
Xxx 00 & 00, X00X, X00X
|
30
|
DB #36
|
289189
|
2007-0004062
|
Xxx 00 & 00, X00X, X00X
|
00
Xx.
|
Xxxxx Name
|
CAMC
|
County Recorder
|
Sec, Twp, Rng
|
31
|
DB #37
|
289190
|
2007-0004063
|
Xxx 00 & 00, X00X, X00X
|
32
|
DB #38
|
289191
|
2007-0004064
|
Xxx 00 & 00, X00X, X00X
|
33
|
DB #39
|
289192
|
2007-0004065
|
Xxx 00 & 00, X00X, X00X
|
34
|
DB #40
|
289193
|
2007-0004066
|
Xxx 00 & 00, X00X, X00X
|
35
|
DB #41
|
290940
|
2007-0004137
|
Xxx 00 & 00, X00X, X00 0/0 X
|
36
|
DB #42
|
290941
|
2007-0004138
|
Xxx 00 & 00, X00X, X00 0/0 X
|
37
|
DB #43
|
290942
|
2007-0004139
|
Xxx 00 & 00, X00X, X00 0/0 X
|
38
|
DB #44
|
290943
|
2007-0004140
|
Xxx 00 & 00, X00X, X00 0/0 X
|
00
|
XX #00
|
290948
|
2007-0004145
|
Sec 25, T20S, R37 1/2 E
|
40
|
DB #50
|
290949
|
2007-0004146
|
Sec 25, T20S, R37 1/2 E
|
41
|
DB #51
|
290950
|
2007-0004147
|
Sec 25, T20S, R37 1/2 E
|
42
|
DB #52
|
290951
|
2007-0004148
|
Sec 25, T20S, R37 1/2 E
|
43
|
DB #53
|
290952
|
2007-0004149
|
Sec 25, T20S, R37 1/2 E
|
44
|
DB #54
|
290953
|
2007-0004150
|
Sec 25, T20S, R37 1/2 E
|
45
|
DB #55
|
290954
|
2007-0004151
|
Sec 25, T20S, R37 1/2 E
|
46
|
DB #56
|
290955
|
2007-0004152
|
Sec 25, T20S, R37 1/2 E
|
47
|
DB #61
|
290960
|
2007-0004157
|
Sec 25, T20S, R37 1/2 E
|
48
|
DB #62
|
290961
|
2007-0004158
|
Sec 25, T20S, R37 1/2 E
|
49
|
DB #63
|
290962
|
2007-0004159
|
Sec 25, T20S, R37 1/2 E
|
50
|
DB #64
|
290963
|
2007-0004160
|
Sec 25, T20S, R37 1/2 E
|
51
|
DB #65
|
290964
|
2007-0004161
|
Xxx 00, X00X, X00X
|
52
|
DB #66
|
290965
|
2007-0004162
|
Xxx 00, X00X, X00X
|
53
|
DB #67
|
290966
|
2007-0004163
|
Xxx 00, X00X, X00X
|
54
|
DB #68
|
290967
|
2007-0004164
|
Xxx 00, X00X, X00X
|
55
|
DB #69
|
290968
|
2007-0004165
|
Xxx 00, X00X, X00X
|
56
|
DB #70
|
290969
|
2007-0004166
|
Sec 24, T20S, R37 1/2 E
|
57
|
DB #71
|
290970
|
2007-0004167
|
Sec 24, T20S, R37 1/2 E
|
58
|
DB #72
|
290971
|
2007-0004168
|
Sec 24, T20S, R37 1/2 E
|
59
|
DB #73
|
290972
|
2007-0004169
|
Sec 24, T20S, R37 1/2 E
|
60
|
DB #74
|
290973
|
2007-0004170
|
Sec 24, T20S, R37 1/2 E
|
61
|
DB #79
|
290978
|
2007-0004175
|
Sec 24, T20S, R37 1/2 E
|
62
|
DB #80
|
290979
|
2007-0004176
|
Sec 24, T20S, R37 1/2 E
|
63
|
DB #81
|
290980
|
2007-0004177
|
Sec 24, T20S, R37 1/2 E
|
64
|
DB #82
|
290981
|
2007-0004178
|
Sec 24, T20S, R37 1/2 E
|
65
|
DB #83
|
290982
|
2007-0004179
|
Sec 24, T20S, R37 1/2 E
|
66
|
DB #84
|
290983
|
2007-0004180
|
Xxx 00, X00X, X00X
|
67
|
DB #85
|
290984
|
2007-0004181
|
Xxx 00, X00X, X00X
|
68
|
DB #86
|
290985
|
2007-0004182
|
Xxx 00, X00X, X00X
|
69
|
DB #87
|
290986
|
2007-0004183
|
Xxx 00, X00X, X00X
|
00
Xx.
|
Xxxxx Name
|
CAMC
|
County Recorder
|
Sec, Twp, Rng
|
70
|
DB #88
|
290987
|
2007-0004184
|
Xxx 00, X00X, X00X
|
71
|
DB #89
|
290988
|
2007-0004185
|
Xxx 00, X00X, X00X
|
72
|
DB #90
|
290989
|
2007-0004186
|
Xxx 00, X00X, X00X
|
73
|
DB #91
|
290990
|
2007-0004187
|
Xxx 00, X00X, X00X
|
74
|
DB #92
|
290991
|
2007-0004188
|
Xxx 00, X00X, X00X
|
75
|
DB #93
|
290992
|
2007-0004189
|
Xxx 00, X00X, X00X
|
76
|
DB #94
|
290993
|
2007-0004190
|
Sec 24, T20S, R37 1/2 E
|
77
|
DB #95
|
290994
|
2007-0004191
|
Sec 24, T20S, R37 1/2 E
|
78
|
DB #96
|
290995
|
2007-0004192
|
Sec 24, T20S, R37 1/2 E
|
79
|
DB #97
|
290996
|
2007-0004193
|
Sec 24, T20S, R37 1/2 E
|
80
|
DB #98
|
290997
|
2007-0004194
|
Sec 24, T20S, R37 1/2 E
|
81
|
DB #101
|
291000
|
2007-0004197
|
Xxx 00 & 00, X00X, X00 0/0 X
|
82
|
DB #102
|
291001
|
2007-0004198
|
Xxx 00 & 00, X00X, X00 0/0 X
|
83
|
DB #103
|
291002
|
2007-0004199
|
Xxx 00 & 00, X00X, X00 0/0 X
|
84
|
DB #104
|
291003
|
2007-0004200
|
Xxx 00 & 00, X00X, X00 0/0 X
|
85
|
DB #105
|
291004
|
2007-0004201
|
Xxx 00 & 00, X00X, X00 0/0 X
|
86
|
DB #106
|
291005
|
2007-0004202
|
Xxx 00 & 00, X00X, X00 0/0 X
|
87
|
DB #107
|
291006
|
2007-0004203
|
Xxx 00 & 00, X00X, X00 0/0 X
|
88
|
DB #108
|
291007
|
2007-0004204
|
Xxx 00 & 00, X00X, X00X
|
89
|
DB #109
|
291008
|
2007-0004205
|
Xxx 00 & 00, X00X, X00X
|
90
|
DB #110
|
291009
|
2007-0004206
|
Xxx 00 & 00, X00X, X00X
|
91
|
DB #111
|
291010
|
2007-0004207
|
Xxx 00 & 00, X00X, X00X
|
92
|
DB #112
|
291011
|
2007-0004208
|
Xxx 00 & 00, X00X, X00X
|
93
|
DB #113
|
291012
|
2007-0004209
|
Xxx 00, X00X, X00X
|
94
|
DB #114
|
291013
|
2007-0004210
|
Xxx 00, X00X, X00X
|
95
|
DB #115
|
291014
|
2007-0004211
|
Xxx 00, X00X, X00X
|
96
|
DB #116
|
291015
|
2007-0004212
|
Xxx 00, X00X, X00X
|
97
|
DB #117
|
291016
|
2007-0004213
|
Xxx 00, X00X, X00X
|
98
|
DB #118
|
291017
|
2007-0004214
|
Sec 13, T20S, R37 1/2 E
|
99
|
DB #119
|
291018
|
2007-0004215
|
Sec 13, T20S, R37 1/2 E
|
100
|
DB #120
|
291019
|
2007-0004216
|
Sec 13, T20S, R37 1/2 E
|
101
|
DB #121
|
291020
|
2007-0004217
|
Sec 13, T20S, R37 1/2 E
|
102
|
DB #122
|
291021
|
2007-0004218
|
Sec 13, T20S, R37 1/2 E
|
103
|
DB #123
|
291022
|
2007-0004219
|
Sec 13, T20S, R37 1/2 E
|
104
|
DB #124
|
291023
|
2007-0004220
|
Sec 13, T20S, R37 1/2 E
|
105
|
DB #125
|
291024
|
2007-0004221
|
Sec 13, T20S, R37 1/2 E
|
106
|
DB #126
|
291025
|
2007-0004222
|
Sec 13, T20S, R37 1/2 E
|
107
|
DB #127
|
291026
|
2007-0004223
|
Sec 13, T20S, R37 1/2 E
|
108
|
DB #128
|
291027
|
2007-0004224
|
Xxx 00, X00X, X00 0/0 X
|
00
Xx.
|
Claim Name
|
CAMC
|
County Recorder
|
Sec, Twp, Rng
|
109
|
DB #129
|
291028
|
2007-0004225
|
Sec 13, T20S, R37 1/2 E
|
110
|
DB #130
|
291029
|
2007-0004226
|
Sec 13, T20S, R37 1/2 E
|
111
|
DB #131
|
291030
|
2007-0004227
|
Sec 13, T20S, R37 1/2 E
|
112
|
DB #132
|
291031
|
2007-0004228
|
Xxx 00, X00X, X00X
|
113
|
DB #133
|
291032
|
2007-0004229
|
Xxx 00, X00X, X00X
|
114
|
DB #134
|
291033
|
2007-0004230
|
Xxx 00, X00X, X00X
|
115
|
DB #135
|
291034
|
2007-0004231
|
Xxx 00, X00X, X00X
|
116
|
DB #136
|
291035
|
2007-0004232
|
Xxx 00, X00X, X00X
|
117
|
DB #137
|
291036
|
2007-0004233
|
Xxx 00 & 00, X00X, X00X
|
118
|
DB #138
|
291037
|
2007-0004234
|
Xxx 00 & 00, X00X, X00X
|
119
|
DB #139
|
291038
|
2007-0004235
|
Xxx 00 & 00, X00X, X00X
|
120
|
DB #140
|
291039
|
2007-0004236
|
Xxx 00 & 00, X00X, X00X
|
121
|
DB #141
|
291040
|
2007-0004237
|
Xxx 00 & 00, X00X, X00X
|
122
|
DB #142
|
291041
|
2007-0004238
|
Sec 13, T20S, R37 1/2 E
|
123
|
DB #143
|
291042
|
2007-0004239
|
Sec 13, T20S, R37 1/2 E
|
124
|
DB #144
|
291043
|
2007-0004240
|
Sec 13, T20S, R37 1/2 E
|
125
|
DB #145
|
291044
|
2007-0004241
|
Sec 13, T20S, R37 1/2 E
|
126
|
DB #146
|
291045
|
2007-0004242
|
Sec 13, T20S, R37 1/2 E
|
127
|
DB #147
|
291046
|
2007-0004243
|
Sec 13, T20S, R37 1/2 E
|
128
|
DB #148
|
291047
|
2007-0004244
|
Sec 13, T20S, R37 1/2 E
|
129
|
DB #149
|
291048
|
2007-0004245
|
Xxx 00, X00X, X00X
|
130
|
DB #150
|
291049
|
2007-0004246
|
Xxx 00, X00X, X00X
|
131
|
DB #151
|
291050
|
2007-0004247
|
Xxx 00, X00X, X00X
|
132
|
DB #152
|
291051
|
2007-0004248
|
Xxx 00, X00X, X00X
|
133
|
DB #153
|
291052
|
2007-0004249
|
Xxx 00, X00X, X00X
|
134
|
DB #154
|
291053
|
2007-0004250
|
Xxx 00, X00X, X00X
|
135
|
DB #155
|
291054
|
2007-0004251
|
Xxx 00, X00X, X00X
|
136
|
DB #156
|
291055
|
2007-0004252
|
Xxx 00, X00X, X00X
|
137
|
DB #157
|
291056
|
2007-0004253
|
Xxx 00, X00X, X00X
|
138
|
DB #160
|
291057
|
2007-0004254
|
Xxx 00, X00X, X00X
|
139
|
DB #161
|
291058
|
2007-0004255
|
Xxx 00, X00X, X00X
|
140
|
DB #166
|
291059
|
2007-0004256
|
Xxx 00, X00X, X00X
|
141
|
DB #167
|
291060
|
2007-0004257
|
Xxx 00, X00X, X00X
|
142
|
DB #172
|
291061
|
2007-0004258
|
Xxx 00, X00X, X00X
|
143
|
DB #173
|
291062
|
2007-0004259
|
Xxx 0, X00X, X00X & Xxx 0, X00X, X00X
|
144
|
DB #174
|
291063
|
2007-0004260
|
Xxx 0, X00X, X00X
|
145
|
DB #175
|
291064
|
2007-0004261
|
Xxx 0, X00X, X00X
|
146
|
DB #176
|
291065
|
2007-0004262
|
Xxx 0, X00X, X00X
|
147
|
DB #177
|
291066
|
2007-0004263
|
Xxx 0, X00X, X00X
|
00
Xx.
|
Xxxxx Name
|
CAMC
|
County Recorder
|
Sec, Twp, Rng
|
148
|
DB #178
|
291067
|
2007-0004264
|
Xxx 0, X00X, X00X & Xxx 0, X00X, X00X
|
149
|
DB #179
|
291068
|
2007-0004265
|
Xxx 0, X00X, X00X & Xxx 0, X00X, X00X
|
150
|
DB #180
|
291069
|
2007-0004266
|
Xxx 0, X00X, X00X
|
151
|
DB #181
|
291070
|
2007-0004267
|
Xxx 0, X00X, X00X
|
152
|
DB #182
|
291071
|
2007-0004268
|
Xxx 0, X00X, X00X
|
153
|
DB #183
|
291072
|
2007-0004269
|
Xxx 0, X00X, X00X
|
154
|
DB #184
|
291073
|
2007-0004270
|
Xxx 0, X00X, X00X & Xxx 0, X00X, X00X
|
155
|
DB #185
|
291074
|
2007-0004271
|
Xxx 0, X00X, X00X & Xxx 0, X00X, X00X
|
156
|
DB #186
|
291075
|
2007-0004272
|
Xxx 0, X00X, X00X
|
157
|
DB #187
|
291076
|
2007-0004273
|
Xxx 0, X00X, X00X
|
158
|
DB #188
|
291077
|
2007-0004274
|
Xxx 0, X00X, X00X
|
159
|
DB #189
|
291078
|
2007-0004275
|
Xxx 0, X00X, X00X
|
160
|
DB #190
|
291079
|
2007-0004276
|
Xxx 0, X00X, X00X & Xxx 0, X00X, X00X
|
161
|
DB #191
|
291080
|
2007-0004277
|
Xxx 0, X00X, X00X & Xxx 0, X00X, X00X
|
162
|
DB #192
|
291081
|
2007-0004278
|
Xxx 0, X00X, X00X
|
163
|
DB #193
|
291082
|
2007-0004279
|
Xxx 0, X00X, X00X
|
164
|
DB #194
|
291083
|
2007-0004280
|
Xxx 0, X00X, X00X
|
165
|
DB #195
|
291084
|
2007-0004281
|
Xxx 0, X00X, X00X
|
166
|
DB #196
|
291085
|
2007-0004282
|
Xxx 0, X00X, X00X & Xxx 0, X00X, X00X
|
167
|
DB #197
|
291086
|
2007-0004283
|
Xxx 0 & 0, X00X, X00X & Xxx 0 & 00 , X00X, X00X
|
168
|
DB #198
|
291087
|
2007-0004284
|
Xxx 0 & 0, X00X, X00X
|
169
|
DB #199
|
291088
|
2007-0004285
|
Xxx 0 & 0, X00X, X00X
|
|
0.
|
Xxxxxx
|
The following unpatented mining claims and sites are situated in an unknown mining district, Riverside County, Arizona. The Location Notices of which are of record in the office of the County Recorder of Riverside County, California, and the Bureau of Land Management serial numbers are filed at Sacramento, California.
No.
|
CAMC
|
Name of Claim
|
County Recorder
|
Sec, Twp, Rng
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1
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288321
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NPG # 44
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2007-0128525
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Sec 19, T6S, R21E
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2
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288322
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NPG # 45
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2007-0128526
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Sec 19, T6S, R21E
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3
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288323
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NPG # 46
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2007-0128527
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Sec 19, T6S, R21E
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4
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288324
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NPG # 47
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2007-0128528
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Sec 19, T6S, R21E
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5
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288325
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NPG # 48
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2007-0128529
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Sec 19, T6S, R21E
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6
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288326
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NPG # 49
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2007-0128530
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Sec 19, T6S, R21E
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7
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288327
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NPG # 50
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2007-0128531
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Sec 19, T6S, R21E
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8
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288328
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NPG # 51
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2007-0128540
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Sec 19, T6S, R21E
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9
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288329
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NPG # 00
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0000-0000000
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Xxx 00, X0X, X00X
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10
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288330
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NPG # 53
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2007-0128542
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Sec 19, T6S, R21E
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14
No.
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CAMC
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Name of Claim
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County Recorder
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Sec, Twp, Rng
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11
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288331
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NPG # 54
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2007-0128543
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Sec 19, T6S, R21E
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12
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288332
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NPG # 00
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0000-0000000
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Xxx 00, X0X, X00X
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13
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288333
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NPG # 00
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0000-0000000
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Xxx 00, X0X, X00X
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14
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288334
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NPG # 00
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0000-0000000
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Xxx 00, X0X, X00X
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15
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288335
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NPG # 00
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0000-0000000
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Xxx 00, X0X, X00X
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16
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288336
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NPG # 00
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0000-0000000
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Xxx 00, X0X, X00X
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17
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288354
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NPG # 00
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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18
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288355
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NPG # 00
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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19
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288356
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NPG # 00
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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20
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288357
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NPG # 00
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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21
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288358
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NPG # 00
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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22
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288359
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NPG # 00
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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23
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288360
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NPG # 00
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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24
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288361
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NPG # 00
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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25
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288374
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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26
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288375
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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27
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288376
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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28
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288377
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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29
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288378
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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30
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288379
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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31
|
288380
|
NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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32
|
288381
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NPG # 120
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2007-0128628
|
Xxx 00, 00, 00 & 00, X0X, X00X
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33
|
288382
|
NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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34
|
288383
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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35
|
288384
|
NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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36
|
288385
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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37
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288386
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
|
38
|
288387
|
NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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39
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288388
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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40
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288389
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NPG # 000
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0000-0000000
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Xxx 00 & 00, X0X, X00X
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41
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288390
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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42
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288391
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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43
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288392
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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44
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288393
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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45
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288394
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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46
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288395
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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47
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288396
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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48
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288397
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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49
|
288398
|
NPG # 000
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0000-0000000
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X 00 & 00, X0X, X00X
|
15
No.
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CAMC
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Name of Claim
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County Recorder
|
Sec, Twp, Rng
|
50
|
288399
|
NPG # 000
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0000-0000000
|
Xxx 00, X0X, X00X
|
51
|
288400
|
NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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52
|
288401
|
NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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53
|
288402
|
NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
|
54
|
288403
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NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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55
|
288404
|
NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
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56
|
288405
|
NPG # 000
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0000-0000000
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Xxx 00, X0X, X00X
|
57
|
289031
|
XX # 0
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0000-0000000
|
Xxx 00, X0X, X00X
|
58
|
289033
|
XX # 0
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0000-0000000
|
Xxx 00, X0X, X00X
|
59
|
289035
|
XX # 0
|
0000-0000000
|
Xxx 00, X0X, X00X
|
60
|
289037
|
AL # 00
|
0000-0000000
|
Xxx 00 & 00, X0X, X00X
|
61
|
289062
|
AL # 36
|
2007-0232919
|
Xxx 00 & 00, X0X, X00X
|
00
|
000000
|
XX # 55
|
2007-0232937
|
Xxx 00, X0X ,X00X
|
63
|
289200
|
XX # 00
|
0000-0000000
|
Xxx 0, X0X, X00X
|
64
|
289201
|
XX # 00
|
0000-0000000
|
Xxx 0, X0X, X00X
|
65
|
289202
|
XX # 00
|
0000-0000000
|
Xxx 0, X0X, X00X
|
66
|
289204
|
XX # 000
|
0000-0000000
|
Xxx 0, X0X, X00X
|
|
5.
|
Uinta County
|
The following unpatented mining claim is situated in an unknown mining district, Uinta County, Wyoming. The location notice is on record in the office of the County Recorder of Uinta County, Wyoming, and the Bureau of Land Management serial numbers are filed at Cheyenne, Wyoming.
No.
|
WMC
|
Name of Claim
|
County Recorder Data
|
Sec, Twp, Rng (6th P.M.)
|
1
|
288321
|
E 1
|
144731
|
Xxx 00, X00X, X000X
|
00
Xxxxxxx X
Form of Promissory Note
17
jTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.
PROMISSORY NOTE
$1,000,000
|
January __, 2012
|
FOR VALUE RECEIVED American Strategic Minerals Corporation, a Nevada corporation (the “Company”), promises to pay to Sagebrush Gold Ltd. (the “Holder”), the principal amount of One Million Dollars ($1,000,000), or such lesser amount as shall equal the outstanding principal amount hereof, payable as follows. Upon the closing of one or more private placements of the Company’s securities in which the Company receives gross proceeds of Five Million Dollars ($5,000,000) (the “Initial Financing”), the Company shall pay to the Holder the sum of Five Hundred Thousand Dollars ($500,000). Following the consummation of the Initial Financing, upon the closing one or more further private placements of the Company’s securities in which the Company receives gross proceeds of at least an additional One Million Dollars ($1,000,000) (a “Subsequent Financing”), then the Company shall pay to the Holder the remaining balance of the indebtedness under this Note. For the avoidance of doubt, the private placement of the Company’s securities that is conducted in conjunction with the share exchange transaction between the Company and American Strategic Minerals Corporation, a Colorado corporation, may qualify as an Initial Financing and any additional closings of such private placement may qualify as a Subsequent Financing, as the case may be. If the Company does not conduct an Initial Financing or a Subsequent Financing, as the case may be, on or before July __, 2012, then this Note shall automatically terminate and any amounts otherwise due hereunder upon the occurrence of such milestone shall no longer be owed. For the further avoidance of doubt, if the Company conducts an Initial Financing but fails to consummate a Subsequent Financing on or before July __, 2012, then the total amounts due under this Note shall be limited to $500,000.
The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:
Event of Default.
(a) For purposes of this Note, an “Event of Default” means:
18
(i) the Company shall default in the payment of principal on this Note; or
(ii) the Company shall fail to materially perform any covenant, term, provision, condition, agreement or obligation of the Company under this Note (other than for non-payment) and such failure shall continue uncured for a period of ten (10) business days after notice from the Holder of such failure; or
(iii) the Company shall (a) become insolvent; (b) admit in writing its inability to pay its debts generally as they mature; (c) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (d) apply for or consent to the appointment of a trustee, liquidator or receiver for it or for a substantial part of its property or business; or
(iv) a trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or
(v) any governmental agency or any court of competent jurisdiction at the insistence of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within thirty (30) days thereafter; or
(vi) the Company shall sell or otherwise transfer all or substantially all of its assets; or
(vii) bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings, or relief under any bankruptcy law or any law for the relief of debt shall be instituted by or against the Company and, if instituted against the Company shall not be dismissed within thirty (30) days after such institution, or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit to any material allegations of, or default in answering a petition filed in any such proceeding; or
(viii) the Company shall be in material default of any of its indebtedness that gives the holder thereof the right to accelerate such indebtedness.
(b) Upon the occurrence of an Event of Default, the entire unpaid and outstanding indebtedness due under this Note shall, at the option of the Holder, be immediately due and payable without notice. Failure to exercise such option shall not constitute a waiver of the right to exercise the same in the event of any subsequent Event of Default.
(c) Upon the occurrence of an Event of Default, this Note shall bear interest at the rate of twelve percent (12%) per annum from the date of the Event of Default.
2. Prepayment. In addition to the mandatory repayment provisions set forth in the first paragraph of this Note, the Company may prepay this Note at any time, in whole or in part, provided any such prepayment will be applied first to the payment of expenses due under this Note and then, if the amount of prepayment exceeds the amount of all such expenses, to the payment of principal of this Note.
19
3. Miscellaneous.
(a) Loss, Theft, Destruction or Mutilation of Note. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company and , in the case of mutilation, on surrender and cancellation of this Note (or what remains thereof), the Company shall execute and deliver, in lieu of this Note, a new note executed in the same manner as this Note, in the same principal amount as the unpaid principal amount of this Note and dated the date of this Note.
(b) Payment. All payments under this Note shall be made in lawful tender of the United States.
(c) Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
(d) Usury. In the event that any interest paid on this Note is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.
(e) Waiver and Amendment. Any provision of this Note may be amended, waived or modified only by an instrument in writing signed by the party against which enforcement of the same is sought.
(f) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing sent by mail, facsimile with printed confirmation, nationally recognized overnight carrier or personal delivery and shall be effective upon actual receipt of such notice, to the following addresses until notice is received that any such address or contact information has been changed:
To the Company:
00000 Xxxx Xxxxx Xxxxxx
Xxxxx, Xx 00000
Attn: Chief Executive Officer
To Holder:
Sagebrush Gold Ltd.
0000 Xxxxxxx Xxx
Xxxxxx Xxxxx, XX 00000
Attn: President
20
With a copy to:
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx
(g) Expenses; Attorneys’ Fees. If action is instituted to enforce or collect this Note, the Company promises to pay all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by the Holder in connection with such action.
(h) Successors and Assigns. This Note may not be assigned or transferred by the Holder without the prior written consent of the Company. Subject to the preceding sentence, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, permitted assigns, heirs, administrators and permitted transferees of the parties.
(i) Governing Law; Jurisdiction. THE PARTIES HEREBY AGREE THAT THIS NOTE IS MADE AND ENTERED INTO IN THE STATE OF NEVADA AND FURTHER AGREE THAT ALL ACTS REQUIRED BY THIS NOTE AND ALL PERFORMANCE HEREUNDER ARE INTENDED TO OCCUR IN THE STATE OF NEVADA. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE STATE OR FEDERAL COURTS OF THE STATE OF NEVADA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT; AND (B) ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON EACH PARTY DULY SERVED WITH PROCESS THEREIN AND MAY BE ENFORCED IN THE COURTS OF THE JURISDICTION OF WHICH EITHER PARTY OR ANY OF THEIR PROPERTY IS SUBJECT, BY A SUIT UPON SUCH JUDGMENT.
21
IN WITNESS WHEREOF, the Company has caused this Note to be executed as of the date first above written by its duly authorized officer.
By:
Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive Officer