PURCHASE AGREEMENT Among: RIMROCK GOLD CORP. and GEOLOGIX EXPLORATIONS INC. and
Exhibit 10.1
Among:
and
GEOLOGIX EXPLORATIONS INC.
and
GEOLOGIX (U.S.) INC.
For
Mining Claims
on the Silver Cloud Gold-Silver Property
Dated as of
May 3, 2013
TABLE OF CONTENTS
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Article 1
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DEFINITIONS AND PRINCIPLES OF INTERPRETATION
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Section 1.1
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Definitions
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2
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Section 1.2
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Certain Rules of Interpretation
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4
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Section 1.3
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Knowledge
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5
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Section 1.4
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Entire Agreement
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5
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Section 1.5
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Schedules
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6
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Article 2
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REPRESENTATIONS, WARRANTIES AND COVENANTS
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Section 2.1
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Capacity
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6
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Section 2.2
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Representations and Warranties of Geologix
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6
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Section 2.3
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Representations and Warranties of Rimrock
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8
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Section 2.4
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Disclosures
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10
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Section 2.5
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Survival of Representations and Warranties
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10
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Section 2.6
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Indemnities
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10
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Article 3
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SCOPE OF ACQUISITION
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Section 3.1
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Acquisition
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11
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Section 3.2
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Payment for the Mining Claims and Issuance of Rimrock Shares
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11
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Section 3.3
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Transfer of Title and Assumption of Obligations
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12
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Section 3.4
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Operator
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12
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Section 3.5
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Endorsement and Securities Law Representation
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12
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Section 3.6
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Standstill
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12
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Section 3.7
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Termination of Rights
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12
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Section 3.8
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Drop Mining Claims
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13
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Section 3.9
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Sale of Mining Claims and Right of First Offer on Mining Claims
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13
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Section 3.10
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Right to First Offer on Rimrock Shares
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13
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Section 3.11
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Additional Consideration on Delineation of Gold Reserves
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13
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Article 4
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CLOSING
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Section 4.1
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General
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14
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Section 4.2
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Conditions to Closing
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14
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Article 5
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CONFIDENTIALITY
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Section 5.1
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Confidential Information
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15
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Section 5.2
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Permitted Disclosure of Confidential Business Information
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16
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Section 5.3
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Disclosure Required By Law
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16
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Section 5.4
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Public Announcements
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17
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Section 5.5
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Consultation Regarding Disclosure
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17
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Article 6
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TERM
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Section 6.1
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Term
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17
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Article 7
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GENERAL
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Section 7.1
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Resolution of Disputes
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17
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Section 7.2
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Notices
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18
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Section 7.3
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Waiver
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19
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Section 7.4
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Amendment
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19
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Section 7.5
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Further Assurances
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19
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Section 7.6
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Survival of Terms and Conditions
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20
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Section 7.7
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Entire Agreement
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20
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Section 7.8
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Successors and Assigns
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20
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Section 7.9
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Expense and Commissions
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20
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Section 7.10
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Execution and Delivery
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20
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Section 7.11
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Language
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20
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SCHEDULES:
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Schedule 1
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Geologix Mining Claims
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Schedule 2
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Mining Claims Map
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Schedule 3
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Outstanding Claims by Natives
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Schedule 4
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-
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Outstanding Proceedings
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Schedule 5
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-
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Material Contracts
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THIS AGREEMENT is made as of May 3, 2013
AMONG:
RIMROCK GOLD CORP., a corporation existing under the laws of the State of Nevada (“Rimrock”)
— and —
GEOLOGIX EXPLORATIONS INC., a corporation existing under the laws of the Province of British Columbia (“Geologix Canada”)
— and —
GEOLOGIX (U.S.) INC., a corporation existing under the laws of the State of Nevada (“Geologix USA” and, together with Geologix Canada, “Geologix”)
RECITALS:
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(I)
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WHEREAS, Geologix is the recorded and beneficial holder of a one-hundred percent (100%) undivided right, title and interest, subject only to the Royalties (as defined herein), in and to the Geologix Claims (as defined herein) and the Xxxxxx Lease (as defined herein) and together the Geologix Claims and Xxxxxx Claims (as defined herein) comprise 552 unpatented mining claims located on the Silver Cloud gold-silver property located in northern Nevada within the Northern Nevada Rift near the Juncture with the Xxxxxx Trend and adjacent to the Hollister low-sulfidation, bonanza epithermal gold deposit of Great Basin Gold, as described in Schedule “1” – Geologix Mining Claims and identified in the map attached hereto as Schedule “2” – Mining Claims Map (collectively herein called the “Mining Claims”); and
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(II)
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WHEREAS, the Parties have executed a term sheet dated as of March 20, 2013, providing the general commercial terms and conditions for the transaction contemplated herein (the “Term Sheet”); and
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(III)
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WHEREAS, Geologix has agreed to transfer and Rimrock has agreed to purchase the one-hundred percent (100%) undivided right, title and interest in and to the Geologix Claims and the Xxxxxx Lease, free and clear of all encumbrances, other than the Royalties, on the terms and conditions set out herein (the “Acquisition”).
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NOW THEREFORE, in consideration of the respective covenants and agreements contained in this purchase agreement (the “Agreement”), and for other good and valuable consideration, the Parties hereto agree with each other as follows:
1
ARTICLE 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
Section 1.1 Definitions
Whenever used in this Agreement, the following words and terms have the meanings set out below:
“Acquisition” has the meaning ascribed thereto in Recital “I” of this Agreement.
“Affiliate” of any Person means, at the time such determination is being made, any other Person who has control or who is controlled by or under common control with such first Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person through the legal or beneficial ownership of voting securities, the right to appoint directors or management, by contract, voting trust, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Agreement” means this agreement, including all schedules, and all written amendments or restatements as permitted, and references to “Article” or “Section” hereof mean the specified Article or Section of this Agreement.
“Business Day” means any day, other than a Saturday or Sunday, on which banks in Toronto, Ontario, Vancouver, British Columbia or Las Vegas, Nevada are open for commercial banking business during normal banking hours.
“Closing” has the meaning given to it in Section 4.1(b).
“Closing Date” has the meaning given to it in Section 4.1(a).
“Confidential Information” means all information, data, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that are a source of independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including without limitation all analyses, interpretations, compilations, studies and evaluations of such information, data, knowledge and know-how generated or prepared by or on behalf of either Party.
“Effective Date” means the date of this Agreement.
“Encumbrance” means any mortgage, deed of trust, pledge, lien, security interest, adverse interest, net profits interest, royalty, overriding royalty interest, other payment out of production, claim, option to acquire or sell, off-take agreement, third party right of first refusal or pre-emptive right, other third person interest or other encumbrance or burden of any nature, whether contingent or absolute, and any agreement to grant any of the foregoing.
“Environmental Laws” means Laws aimed at reclamation or restoration of the Property; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.
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“Environmental Liabilities” means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including, without limitation, attorneys' fees and costs, experts' fees and costs, and consultants' fees and costs) of any kind or of any nature whatsoever that are asserted against either Party, by any person or entity other than the other Party, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Property or emanating or migrating or threatening to emanate or migrate from the Property to off-site properties; (ii) physical disturbance of the environment; or (iii) the violation or alleged violation of any Environmental Laws.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
“Geologix Claims” means those Mining Claims identified on Schedule “1” as being held by Geologix USA.
“Governmental Authority” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, court, board, tribunal, dispute settlement panel or body or other law, rule or regulation-making entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, state or other geographic or political subdivision thereof; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.
“Indemnified Party” has the meaning given to it in Section 2.6(a).
“Indemnifying Party” has the meaning given to it in Section 2.6(a).
“Laws” means applicable laws (including common law), statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions, decrees and judicial, arbitral, administrative, ministerial or departmental judgments, awards or requirements of any Governmental Authority.
“Material Loss” has the meaning given to it in Section 2.6(a).
“Material Contract” means one of the agreements set out on set forth in Schedule “5” hereto.
“Mining Claims” has the meaning given to it in the Recital “I” of this Agreement, as duly described in Schedule “1” and identified in the map attached hereto as Schedule “2”.
“Notices” has the meaning given to it in Section 7.2.
3
“Parties” means Geologix Canada, Geologix USA and Rimrock and their respective successors or permitted assigns and “Party” means any one of them. For the purposes of this Agreement, Geologix shall be treated as one Party notwithstanding that such term means Geologix Canada and Geologix USA.
“Xxxxxx Claims” means those Mining Claims identified on Schedule “1” as being held by “Xxxxxx”, which Mining Claims are subject to the Xxxxxx Lease.
“Xxxxxx Lease” means that lease and agreement dated as of June 1, 1999 between Geologix USA, as successor to Teck Resources Inc., and Xxxx Xxxxxx and Xxxxx Xxxxxx in respect of some of the Mining Claims identified on Schedule “1” as being held by “Xxxxxx Claims.
“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.
“Property” means the applicable area of land (at and below surface) covered by the Mining Claims.
“Rimrock Shares” has the meaning given to it in Section 3.2.
“Royalties” has the meaning given to it in Recital “I” of this Agreement, as duly described in Schedule “1”.
“SEC” means United States Securities and Exchange Commission.
“Teck” means Teck Resources Inc. of Vancouver, BC, which is to receive 20% of the Rimrock Shares.
“Term” has the meaning given to it in Section 6.1.
“Transfer” means directly or indirectly, in total or in part, to sell, grant, assign, create an Encumbrance over, declare oneself a trustee of or a party with the benefit of, arrange for substitute performance by an Affiliate or third party, pledge, sublet, sublease, or otherwise convey, commit or dispose of and the word used as a noun shall have a corresponding meaning.
“U.S. Securities Act”) means the United States Securities Act of 1933, as amended.
Section 1.2 Certain Rules of Interpretation
In this Agreement:
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(a)
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Consent. Whenever a provision of this Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.
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(b)
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Currency. Unless otherwise specified, all references to money amounts are to the lawful currency of Canada.
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4
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(c)
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Governing Law. This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the State of Nevada.
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(d)
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Headings. Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
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(e)
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Including. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.
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(f)
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No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
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(g)
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Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
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(h)
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Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.
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(i)
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Statutory references. A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation.
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(j)
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Time. Time is of the essence in the performance of the Parties' respective obligations.
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(k)
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Time Periods. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.
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Section 1.3 Knowledge
Any reference to the knowledge of any Party shall mean to the best of the knowledge, information and belief of such Party after reviewing all relevant records and making due inquiries regarding the relevant matter of all relevant directors, officers and employees of the Party.
Section 1.4 Entire Agreement
This Agreement and the agreements and other documents required to be delivered pursuant to this Agreement, constitute the entire agreement between the Parties in connection with the Property and the Mining Claims and set out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.
5
Section 1.5 Schedules
The schedules to this Agreement, as listed below, are an integral part of this Agreement:
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Schedule
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Description
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1
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Geologix Mining Claims
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2
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Mining Claims Location Map
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3
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Outstanding Claims by Natives
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4
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Outstanding Proceedings
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5
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Material Contracts
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ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 2.1 Capacity
Each Party represents and warrants to the other Party the matters set out below and acknowledges the other Party is relying upon all such representations and warranties for the purposes of this Agreement:
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(a)
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it is a corporation incorporated, continued or amalgamated under the Laws of the jurisdiction of its incorporation, continuation or amalgamation, as the case may be, and it is duly organized and existing under such Laws and is qualified to do business and is in good standing in all applicable jurisdictions;
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(b)
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it has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement, and all corporate and other actions, including obtaining all applicable board, shareholder and regulatory approvals, required to authorize it to enter into and perform its obligations under this Agreement have been properly taken;
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(c)
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except as otherwise provided herein, it is not a party to, bound or affected by or subject to any agreement, instrument, charter or by-law provision or Law that would be violated, contravened or breached by entering into or performing under this Agreement; and
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(d)
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this Agreement has been duly executed and delivered by it and is valid, binding and enforceable against it in accordance with its terms.
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Section 2.2 Representations and Warranties of Geologix
Geologix hereby represents and warrants to Rimrock the matters set out below and acknowledges that Rimrock is relying upon all such representations and warranties for the purposes of this Agreement:
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(a)
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the information set forth in Schedule “1” and Schedule “2” relating to the Mining Claims is true, complete and correct, and accurately depicts and describes the information therein, including geographic location, Mining Claims identification, registered holder, approximate area covered, date granted (as applicable) and date of expiry (as applicable);
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6
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(b)
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except as otherwise provided herein, with respect to the Geologix Claims in which Geologix holds an interest under a mining claim, exploration licence or similar right, unless otherwise indicated in this Agreement, such Mining Claims are currently registered and recorded in the name of Geologix USA as to a 100% undivided legal and beneficial interest, free and clear of all Encumbrances other than the Royalties and such Mining Claims, exploration licences or similar rights are valid and in good standing and, as of the Effective Date, Geologix has paid all maintenance fees and has carried out all obligations required to maintain such Mining Claims in good standing in the State of Nevada;
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(c)
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Geologix has complete authority to deal with the Geologix Claims and Xxxxxx Lease has obtained all necessary third party consents required for performance of its obligations under this Agreement, and, other than the Royalties and Material Contracts, there are no other agreements affecting title or Geologix’s rights to the Mining Claims or material to Geologix's interest therein or which may be an Encumbrance on such title or interest;
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(d)
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all of the Mining Claims have been, to Geologix’s knowledge, validly and properly located, applied for, marked out and recorded in accordance with the Laws of the jurisdiction in which the included Property is located and there are no disputes, threatened or now existing as to title to or applying for or recording of the Mining Claims or the included Property;
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(e)
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all municipal, county, state and federal taxes and levies of any kind whatsoever in respect of the ownership and use of all of the Mining Claims and the Property which were due and payable by Geologix as of the Effective Date or prior to such date have been paid and satisfied as of such date;
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(f)
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Geologix has not been notified of any proposal to revoke, suspend or modify any authorisation under any Environmental Laws relating specifically to the Mining Claims or the Property;
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(g)
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other than as disclosed in Schedule “3”, there are no actions, suits, proceedings, or claims for native title under any legislation concerning or potentially affecting the whole or any part of the Mining Claims or the Property pending or threatened in any court or tribunal of which it is aware;
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(h)
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other than as disclosed in Schedule “4”, Geologix and its Affiliates are not engaged in any litigation or arbitration proceedings in respect of the Mining Claims and the Property or any part thereof or arising out of claims for personal injuries or property damage of a material nature relating thereto;
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(i)
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Geologix has no notice of any caveats, objections or complaints affecting the Property or the Mining Claims and is not aware of any circumstances currently in existence which can give rise to such a caveat, objection or complaints;
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(j)
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there are no arrangements or agreements with Geologix, and there are no agreements or agreement entered into by any previous owner of the Mining Claims and Properties, granting third party rights which would prevent Geologix from acting in the manner contemplated by this Agreement;
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7
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(k)
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there have been no past violations by Geologix or, to the best of Geologix’s knowledge, by any of its predecessors in title of any Environmental Laws affecting or pertaining to the Mining Claims or the Property, nor any past creation of damage or threatened damage to the air, soil, surface waters, groundwater, flora, fauna, or other natural resources on, about or in the general vicinity of the Property and Geologix has not received inquiry from or notice of a pending investigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any such Environmental Laws;
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(l)
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other than the Material Contracts set forth in Schedule “5” hereto, there are no agreements to which Geologix is a party, or by which it is bound, concerning the Mining Claims or Property and, for the purposes of this subparagraph, any contract or agreement pursuant to which Geologix will, or may reasonably be expected to, result in a requirement to expend more than an aggregate of $50,000 or receive or be entitled to receive revenue of more than $50,000 in either case in the next 12 months, or is out of the ordinary course of business of Geologix, shall be considered to be material;
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(m)
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as of the Effective Date, there was no contract, option or any other right of another person binding upon, or which at any time may become binding upon, Geologix to transfer or grant or create an Encumbrance upon, or which may create an Encumbrance upon any material portion of the Mining Claims or Property other than the Royalties,;
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(n)
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any and all of the agreements and other documents and instruments pursuant to which Geologix holds title to the Mining Claims (including any interest in, or right to earn an interest in, the Mining Claims) and each of the Material Contracts are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof and contain full and true disclosure with respect to the nature, monetary value and scope of such agreements, documents and instruments; and
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(o)
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any and all operations of Geologix on or in respect of the Mining Claims and Property have been conducted in accordance with good industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of governmental and other competent authorities except where such conduct would not have a material adverse effect.
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Section 2.3 Representations and Warranties of Rimrock
Rimrock hereby represents and warrants to Geologix the matters set out below and acknowledges that Geologix is relying upon all such representations and warranties for the purposes of this Agreement:
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(a)
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Rimrock’s common stock is registered with the SEC pursuant to the provisions of Section 12(g) of the Exchange Act;
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(b)
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Rimrock has filed with the SEC all documents required to have been filed pursuant to the U.S. Securities Act and the Exchange Act and is not, and will not be, for two years after the Effective Date in default of any requirement of such legislation or the rules and regulations made thereunder;
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8
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(c)
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except as disclosed in each report, schedule, registration statement and proxy statement filed by Rimrock with the SEC since its incorporation (as such documents have since the time of their filing been amended, the “SEC Documents”), the SEC Documents complied, as of their respective dates, in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to the SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
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(d)
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no event since the date of the last SEC Document has occurred that would require Rimrock to file a current report on Form 8-K other than the execution of this Agreement;
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(e)
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the Chief Executive Officer and Chief Financial Officer of Rimrock have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof as if required to be made as of such dates pursuant to, the United States Xxxxxxxx-Xxxxx Act of 2002, as amended, and related rules and regulations promulgated by the SEC, and the statements contained in such certifications are complete and correct and Rimrock has not received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications;
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(f)
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quotations for Rimrock’s common stock are currently entered on the OTCQB, and Rimrock is in substantial compliance with all applicable listing and quotation standards, if any, of OTCQB;
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(g)
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Rimrock will use commercially reasonably efforts to cause its transfer agent to promptly remove any restrictive share transfer legends imposed under the U.S. Securities Act should Geologix wish to sell any of the Rimrock Shares and has provided Rimrock and its transfer agent with such documentation as they may reasonably require to ensure that such sale is in compliance with the U.S. Securities Act;
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(h)
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the Rimrock Shares will be duly authorized and validly allotted and issued as fully paid and non-assessable upon their delivery to Geologix;
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(i)
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every consent, approval, authorization, order and agreement required for the issuance of the Rimrock Shares and the delivery to Geologix of the certificate or certificates representing such shares will have been obtained and will be in effect upon their delivery to Geologix ;
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(j)
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should Rimrock file with the SEC, before the first anniversary of the Closing Date, a registration statement under the U.S. Securities Act to register its shares of common stock for distribution or resale in the United States, Geologix and Teck shall be entitled to have the Rimrock Shares registered as part of such registration, subject to the discretion of underwriters to reduce the size of the registration or offering in respect of the Rimrock Shares;
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9
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(k)
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until the second anniversary of the Effective Date, Rimrock will, (i) file, on a timely basis, all reports and other filings required to be made by Rimrock under the Exchange Act and the rules and regulations thereunder, and (ii) not terminate the registration of its common stock under Section 12(g) of the Exchange Act; and
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(l)
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as at and from the Closing Date, Rimrock shall be bound by, comply with and subject to the terms of the Xxxxxx Lease as if it were a party thereto.
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Section 2.4 Disclosures
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(a)
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Geologix has disclosed to Rimrock all information it believes to be relevant concerning the Mining Claims and the Property and has provided to or made available for inspection by Rimrock all such information.
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(b)
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Rimrock has disclosed to Geologix all information it believes to be relevant concerning itself and the Rimrock Shares and has provided to or made available for inspection by all such information.
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(c)
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Each Party represents to the other that in negotiating and entering into this Agreement it has relied solely on its own appraisals and estimates as to the value of the Rimrock Shares, the Mining Claims and the Property and upon its own geologic and engineering interpretations related thereto.
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Section 2.5 Survival of Representations and Warranties
Representations and warranties shall survive the execution and delivery of this Agreement for a period of twelve (12) months from the last payment made by Rimrock under this Agreement.
Section 2.6 Indemnities
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(a)
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Each of Geologix and Rimrock shall indemnify the other Party, its officers, directors, agents, employees and its Affiliates (collectively, the “Indemnified Party”) from and against any Material Loss. A “Material Loss” shall mean all costs, expenses, losses, claims, demands, damages or liabilities, of any nature or kind including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Party (“Indemnifying Party”), including the breach of representation, warranty or covenant contained in this Agreement and any and all actions, suits, proceedings, claims, legal and other expenses related or incidental thereto.
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(b)
|
The Indemnifying Party shall indemnify the Indemnified Party from and against all claims, actions, liabilities, damages, costs and expenses, including but not limited to any Environmental Liabilities:
|
|
(i)
|
resulting from any breach of any covenant or agreement made by the Indemnifying Party in this Agreement;
|
10
|
(ii)
|
resulting from the performance or failure of performance of any obligations, agreements, conditions and commitments of the Indemnifying Party under this Agreement; or
|
|
(iii)
|
determined to be existing or incurred on the Property or in connection with the Mining Claims prior to the Effective Date and to be a direct result of omissions, activities or operations of Geologix or any other entity under Geologix’s responsibility.
|
|
(c)
|
If any claim or demand is asserted against an Indemnified Party in respect of which such Indemnified Party may be entitled to indemnification under this Agreement, written notice of such claim or demand shall promptly be given to the Indemnifying Party. The Indemnifying Party shall have the right, but not the obligation, by notifying the Indemnified Party within twenty (20) Business Days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Party to participate, at the Indemnified Party's expense and with counsel of the Indemnified Party's choice) the defence, compromise or settlement of the matter. Any damages to the assets or business of the Indemnified Party caused by a failure by the Indemnifying Party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnified Party has given notice of such claim, shall be included in the damages for which the Indemnifying Party shall be obligated to indemnify the Indemnified Party.
|
|
(d)
|
Any settlement or compromise of a matter by the Indemnifying Party shall include a full release of claims against the Indemnified Party that have arisen out of the claim or demand for which indemnification is sought.
|
ARTICLE 3
SCOPE OF ACQUISITION
Section 3.1 Acquisition
Subject to the terms and conditions set forth in this Agreement, Geologix hereby agrees to sell to Rimrock, and Rimrock agrees to purchase from Geologix, a one-hundred percent (100%) undivided right, title and interest in and to the Geologix Claims and Xxxxxx Lease, subject to the Royalties, free and clear of all Encumbrances.
Section 3.2 Payment for the Mining Claims and Issuance of Rimrock Shares
The consideration payable by Rimrock to Geologix for the Mining Claims shall be five-hundred thousand (500,000) shares of common stock of Rimrock (the “Rimrock Shares”), of which Geologix is required to assign one hundred thousand (100,000) Rimrock Shares to Teck Resources Inc. at Closing. For the avoidance of doubt, the Rimrock Shares shall be issued by Rimrock to Geologix (400,000 Rimrock Shares) and Teck (100,000 Rimrock Shares) as at the Closing Date but the certificates representing the Rimrock Shares shall not be delivered to Geologix until promptly after the website of the Elko County Recorder at xxxx://xxxxxxx.xxxxxxxxxxxx.xxx:0000/xxx-xxx/xxx000 and any other appropriate mining recorder in Nevada shows Rimrock as being the registered owner of the Geologix Claims and the Xxxxxx Lease, free and clear of all encumbrances, other than the Royalties.
11
Section 3.3 Transfer of Title and Assumption of Obligations
At the Closing, Geologix shall deliver to Rimrock the necessary instruments of transfer, duly executed in registrable form, and other documents to transfer title to the Geologix Claims and Xxxxxx Lease to Rimrock, free and clear of all Encumbrances other than the Royalties and Rimrock shall forthwith register such instruments at the Registry maintained by the Elko County Recorder for the State of Nevada.
At the Closing, Rimrock shall deliver to Geologix duly executed instruments whereby Rimrock assumes all obligations and responsibilities with respect to the Material Contracts, including the Xxxxxx Lease and Royalties, and indemnify Geologix for any failure with respect thereto.
Section 3.4 Operator
On the Closing Date, Rimrock shall become the operator on the Mining Claims and shall remain the operator until this Agreement is terminated pursuant to the provisions set forth herein.
Section 3.5 Endorsement and Securities Law Representation
Geologix acknowledges that the securities they will be receiving are “restricted securities” under applicable United States Federal and State securities laws and will be subject to restrictions on transfer subject to these laws.
Section 3.6 Standstill
Geologix undertakes not to sell, transfer, negotiate or enter into any agreement to sell or announce an intention to sell or transfer two-hundred thousand (200,000) of the Rimrock Shares for a period of six (6) months from their date of issuance and the remaining two-hundred thousand (200,000) Rimrock Shares for a period of twelve (12) months from their date of issuance.
Section 3.7 Termination of Rights
|
(a)
|
This Agreement shall automatically terminate, without any further act by any Party, if:
|
(i) Failure to Transfer the Geologix Claims and Xxxxxx Lease. Geologix fails to deliver at the Closing the appropriate duly executed transfers of the Geologix Claims and Xxxxxx Lease representing good right, title and interest, free and clear of all Encumbrances other than the Royalties and without any material payments or penalties to be paid to the State of Nevada; or
(ii) Misrepresentation. Geologix or Rimrock makes a misrepresentation in any representation or warranty contained in this Agreement that would have a material adverse effect on the Mining Claims or the Rimrock Shares, respectively.
|
(b)
|
On termination of the Acquisition in accordance with Section 3.7(a):
|
(i) Equipment and Supplies. All plant, machinery, equipment and supplies owned by Rimrock and brought and placed upon the Property shall remain the exclusive property of Rimrock; and
(ii) Data. Rimrock shall forthwith return and deliver, as the case may be, to Geologix, within forty (40) Business Days of termination of this Agreement, all data and factual information, maps, reports, results of surveys and drilling, and all other reports of information provided by Geologix in accordance with this Agreement, as well as all data, assay plans, diamond drill records, information, maps, and other pertinent exploration reports and analysis generated by Rimrock through its exploration activities on the Property during the term of this Agreement.
12
Section 3.8 Drop Mining Claims
If at any time Rimrock decides to drop the Geologix Claims or Xxxxxx Lease, such Mining Claims and Xxxxxx Lease will be first offered to Geologix before being dropped, and if Geologix elects by notice in writing to Rimrock within ten (10) Business Days thereof not to re-acquire any of such Mining Claims or the Xxxxxx Lease at its expense (failure to advise being deemed to be an election not to acquire the Mining Claims or the Xxxxxx Lease), Rimrock shall have no further obligations pursuant to this Agreement.
Section 3.9 Sale of Mining Claims and Right of First Offer on Mining Claims
If at any time before the one (1) year anniversary of the Closing Date, Geologix shall, acting reasonably and not in bad faith and subject to its right of first offer set out below, provide written consent to the sale by Rimrock of the Mining Claims to an arms-length third party. For the avoidance of doubt, the approval by Geologix is required only for the sale of the Mining Claims by Rimrock for the first year following the Execution Date.
Rimrock hereby grants to Geologix the right of first offer to purchase all or part of the Geologix Claims or the Xxxxxx Lease for the first two (2) years after the Closing Date. If Rimrock intends to sell, option, lease or otherwise dispose of any of the Geologix Claims or the Xxxxxx Lease, it shall first advise Geologix of the proposed terms of disposition and Geologix shall have the right to elect within ten (10) Business Days of receipt of such notice from Rimrock whether to acquire such Mining Claims or the Xxxxxx Lease (a failure to notify Rimrock of its election shall be deemed to be an election not to acquire such Mining Claims or the Xxxxxx Lease). If Geologix elects or is deemed to have elected not to acquire such Mining Claims or the Xxxxxx Lease, Rimrock may dispose of such Mining Claims and the Xxxxxx Lease on the same terms within the next six (6) months and, if it fails to do so, such Mining Claims and the Xxxxxx Lease shall once again become subject to the right of first offer.
Section 3.10 Right to First Offer on Rimrock Shares
For as long as Rimrock is the owner of the Mining Claims, Rimrock or any subsidiary or affiliate thereof will have the right of first offer to purchase from Geologix any Rimrock Shares owned by Geologix. The right of first offer must be exercised by Rimrock within ten (10) Business Days following notification from Geologix that it intends to sell Rimrock Shares. If such right of first offer is not exercised by Rimrock then Geologix shall be entitled to sell the Rimrock Shares.
Section 3.11 Additional Consideration on Delineation of Gold Reserves
Following the Closing Date, if Rimrock proves that there is more than two million (2,000,000) ounces of gold (proven and probable) on the Mining Claims then Rimrock will issue a further two hundred and fifty thousand (250,000) Rimrock Shares to Geologix.
13
If Rimrock transfers or sells the Mining Claims after establishing proven and probable reserves of gold in the Mining Claims, it will issue additional Rimrock Shares to Geologix based upon the amount of proven and probable ounces of gold contained in the Mining Claims at the time of such sale as follows:
|
Proven and Probable Ounces of Gold
|
Rimrock Shares
|
|
0 – 500,000
|
100,000
|
|
500,000 – 1,000,000
|
150,000
|
|
1,000,000 – 1,999,999
|
250,000
|
Geologix will not be entitled to more than two-hundred and fifty thousand (250,000) Rimrock Shares based upon the amount of proven and probable ounces of gold contained in the Mining Claims.
ARTICLE 4
CLOSING
Section 4.1 General
|
(a)
|
The Closing of this Agreement shall take place at the offices of Xxxxxx Blaikie LLP, 000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, Xxxxxx, on May 1, 2013, or at such other time and place and on such other day as shall be mutually agreed upon in writing by the Parties hereto and shall be effective as of 11:59 p.m. on the date on which the Closing occurs (the "Closing Date").
|
|
(b)
|
As used in this Agreement, the "Closing" shall mean the events by which Geologix consummates the transfer of the Geologix Claims and Xxxxxx Lease against delivery of the documents provided in Section 4.2 below and the payments by Rimrock provided in Sections 3.2(a) to be received on or before the Closing Date.
|
Section 4.2 Conditions to Closing
The obligation of the Parties to consummate the transactions provided for by this Agreement is subject to the satisfaction of each of the following conditions, any of which can be waived by the Party for whose benefit such condition was included:
|
(a)
|
Accuracy of Representations and Warranties. The representations and warranties of Geologix and Rimrock made in this Agreement shall be true and correct in all material respects both on the Effective Date and as of the Closing Date as though made at such time;
|
|
(b)
|
Covenants; Performance. Rimrock shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it at or prior to the Closing Date, and Geologix shall simultaneously at the Closing effect, or cause to be effected, the grant of rights contemplated hereby;
|
|
(c)
|
No Proceeding or Litigation. No litigation, action, suit, investigation, claim or proceeding challenging the legality of, or seeking to restrain, prohibit or materially modify, the transactions provided for in this Agreement shall have been instituted by any Governmental Authority in respect of an alleged violation of law or regulation (or, in respect of a litigation, action, suit, investigation, claim or proceeding brought by a private party, no injunction shall have been granted) and not settled or otherwise terminated;
|
14
|
(d)
|
No order or Regulation. No order or regulation shall have been enacted by any Governmental Authority that makes the transactions contemplated by this Agreement illegal;
|
|
(e)
|
Title to the Mining Claims. Geologix must have provided Rimrock with, and duly executed, all documents of transfer, deeds, general conveyance documents, bills of sale, discharge documents, releases, quit claims or other instruments in respect of the assignment, conveyance, transfer and delivery of the Geologix Claims and Xxxxxx Lease to Rimrock;
|
|
(f)
|
No Material Adverse Change. No material adverse change to the Mining Claims, Xxxxxx Lease and Property shall have occurred;
|
|
(g)
|
Consents and Approvals. The Parties shall have received all necessary consents, approvals, exemptions and authorizations of governmental bodies, lenders, lessors, securities regulators and other third parties;
|
|
(h)
|
Board of Directors Approval. Each of the Parties shall have obtained the written approval of its respective Board of Directors;
|
|
(i)
|
Documents. Delivery of customary certificates, including that: (a) title to the Geologix Claims and Xxxxxx Lease are being transferred from Geologix to Rimrock free and clear of all Encumbrances and that the Mining Claims are in good standing (in Geologix’s certificate only); (b) both Parties are authorized to enter into this Agreement and are in good standing in the jurisdiction in which they are incorporated; and (c) all of the representations and warranties remain true and conditions to Closing have been met, and other usual closing documentation as required;
|
|
(j)
|
Data. Geologix shall deliver to Rimrock all data and factual information, maps, reports, results of surveys and drilling, and all other reports of information, as well as all data, assay plans, diamond drill records, information, maps, and other pertinent exploration reports and analysis in Geologix’s possession related to the Mining Claims and the Property; and
|
|
(k)
|
General. The Parties have duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Date.
|
ARTICLE 5
CONFIDENTIALITY
Section 5.1 Confidential Information
Except as provided in Section 5.2 and Section 5.3, or with the prior written consent of the other Party, each Party shall keep confidential and not disclose to any third party or the public any Confidential Information.
15
Section 5.2 Permitted Disclosure of Confidential Business Information
Either Party may disclose Confidential Information:
|
(a)
|
to a Party's officers, directors, partners, members, employees, Affiliates, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Party's performance of its obligations under this Agreement;
|
|
(b)
|
to any party to whom the disclosing Party contemplates a Transfer of all or any part of its interests in this Agreement and the Mining Claims, for the sole purpose of evaluating the proposed Transfer;
|
|
(c)
|
to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Party; or
|
|
(d)
|
to a third party with whom the disclosing Party contemplates any merger or similar transaction.
|
The Party disclosing Confidential Information pursuant to this Section 5.2, shall disclose such Confidential Information to only those parties who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 5.2 and who have agreed in writing supplied to, and enforceable by, the other Party to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Section 5.2. Such writing shall not preclude Parties described in Section 5.2 from discussing and completing a Transfer with the other Party. The Party disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.
Section 5.3 Disclosure Required By Law
Notwithstanding anything contained in this Article 5, a Party may disclose any Confidential Information if, in the opinion of the disclosing Party's legal counsel:
|
(a)
|
such disclosure is legally required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order; or
|
|
(b)
|
such disclosure is legally required to be made pursuant to applicable securities law or the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Party.
|
Prior to any disclosure of Confidential Information under this Section 5.3, the disclosing Party shall give the other Party at least three (3) Business Days prior written notice (unless the Party is obligated to release the Confidential Information on less than three (3) Business Days in order to comply with applicable securities law or stock exchange rules, regulations or policies) and, in making such disclosure, the disclosing Party shall disclose only that portion of Confidential Information required to be disclosed and shall take all reasonable steps to preserve the confidentiality thereof, including, without limitation, obtaining protective orders and supporting the other Party in intervention in any such proceeding.
16
The Parties shall not be restricted from releasing resources or reserves within the requirement of the applicable Party's public disclosure reporting jurisdiction.
Section 5.4 Public Announcements
No Party will make any public statement or give any press release concerning the matters contemplated herein or about the existence of this Agreement without the written consent of the other Party, which consent will not be unreasonably withheld. A Party wishing to make a public announcement shall give the other Parties two (2) Business Days to comment upon and suggest changes to the public announcement unless the Party is obligated to make the public announcement in less than two (2) Business Days in order to comply with applicable securities laws or stock exchange rules, regulations or policies.
Section 5.5 Consultation Regarding Disclosure
The Party making disclosure under Section 5.3 or Section 5.4 will consult with the other regarding the text of any such statement, release or disclosure and the Parties will use all reasonable efforts, acting expeditiously and in good faith, to agree upon a text that is satisfactory to each of them within three (3) Business Days or such shorter period as contemplated in Section 5.3 or Section 5.4. If the Parties fail to agree upon such text, the Party making the disclosure will make only such public statement or release as its counsel advises in writing is legally required to be made.
ARTICLE 6
TERM
Section 6.1 Term
This Agreement shall be effective from the Effective Date and until the earlier of the Closing Date or the date this Agreement is terminated according to Section 3.7.
ARTICLE 7
GENERAL
Section 7.1 Resolution of Disputes
|
(a)
|
all matters in dispute under this Agreement shall be settled by final and binding arbitration with no appeal from the decision of the arbitrators; provided, however, no Party may refer any matter to arbitration without first having given ten (10) days advance written notice to the other Party specifying in detail the matter to be arbitrated, its proposed resolution of such matter and the intention to refer the matter to arbitration (collectively, a “Notice of Intended Arbitration”). After ten (10) days have elapsed from the delivery to the other Party of a Notice of Intended Arbitration without resolution of the matter, the Party who gave such notice may refer the dispute to arbitration pursuant to all the provisions of the Arbitration Rules of the American Arbitration Association (collectively, the “Arbitration Provisions”) by naming an arbitrator and notifying the other Party of the arbitrator appointed by it accompanied by that arbitrator's acceptance of his or her appointment;
|
17
|
(b)
|
any matter covered by a Notice of Intended Arbitration under this Agreement shall be referred by the Parties to arbitration by a single arbitrator chosen by the Parties. The Parties contemplate the arbitrator appointed will be persons qualified by experience and skill in the area(s) referred to in the Notice of Intended Arbitration. The Parties further contemplate that the arbitrator will determine the matter specified in the Notice of Intended Arbitration, reduce its decision to writing and deliver a copy to the other Party, all within forty-five (45) days of the appointment of the arbitrator, subject to any reasonable delay due to unforeseen circumstances. Notwithstanding the foregoing, if the arbitrator fails to make a decision within sixty (60) days after appointment , then either of the Parties may by notice to the other elect to have a new arbitrator chosen in like manner as if none had previously been selected;
|
|
(c)
|
proceedings before the arbitrator shall take place in Seattle, Washington, or such other place as the arbitrator may determine;
|
|
(d)
|
each Party to this Agreement expressly agrees with the other Party that the arbitrator appointed hereunder shall have all the rights and obligations provided for in the Arbitration Provisions and additionally that the arbitrator shall be entitled to finally determine all questions of law, fact and mixed fact and law without reference or appeal to any court;
|
|
(e)
|
the fees and expenses of the arbitrator (unless otherwise determined by the arbitrator) shall be paid by the Parties equally; and
|
|
(f)
|
none of the Parties concerned shall be deemed to be in default of any matter being arbitrated until ten (10) days after the decision of the arbitrator is delivered to all of them.
|
Section 7.2 Notices
All notices, payments and other required communications (“Notices”) to the Parties shall be in writing, and shall be addressed respectively as follows:
in the case of Rimrock at:
0000 Xxxxxxx Xxxx
Xxxxx X000
Las Vegas, Nevada
Xxxxxx Xxxxxx, 00000
Attention: Xxxxxx Xxxxxxxx
E-mail: xxxxxx@xxxxxxxxxxx.xxx
in the case of Geologix at:
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX X0X 0X0
Xxxxxx
Attention: Xxxxxx Xxxxx
Fax No.: 000-000-0000
Email: xxxxxx@xxxxxxxx.xx
18
Any Notice will:
|
(a)
|
if mailed, properly addressed, certified or registered with return receipt requested and postage prepaid, be deemed to have been given and received on receipt;
|
|
(b)
|
if delivered by hand, be deemed to have been given and received on the day it was delivered to the recipient;
|
|
(c)
|
if sent by email, be deemed to have been given and received on the Business Day following the confirmation which indicates that the email was successfully received; and
|
|
(d)
|
if sent by facsimile, be deemed to have been given and received on the Business Day following the day of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was successfully sent in its entirety to the facsimile number of the recipient .
|
A Party may at any time give to the other Party notice in writing of any change of address of the Party giving such notice and from and after the giving of such notice the address or addresses therein specified will be deemed to be the address of such Party for the purposes of giving notice hereunder.
Section 7.3 Waiver
The failure of a Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the Party's right thereafter to enforce any provision or exercise any right.
Section 7.4 Amendment
No amendment, supplement, modification, waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, shall be binding unless executed in writing by the Party to be bound thereby.
Section 7.5 Further Assurances
The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.
19
Section 7.6 Survival of Terms and Conditions
The following Sections shall survive the termination of this Agreement for a period of two years to the full extent necessary for their enforcement and the protection of the Party in whose favour they run: Articles 2 and 7.
Section 7.7 Entire Agreement
This Agreement contains the entire agreement between the Parties with respect to the Mining Claims and the Properties, it supersedes the Term Sheet and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by or among the Parties.
Section 7.8 Successors and Assigns
This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors (including any successor by reason of amalgamation of any Party) and permitted assigns.
Section 7.9 Expense and Commissions
Each Party shall pay its own legal and other costs and expenses incurred in connection with this Agreement and agrees to save harmless each other Party from and against any and all claims whatsoever for any commissions or other remuneration payable or alleged to be payable to anyone acting on its behalf.
Section 7.10 Execution and Delivery
This Agreement may be executed by the Parties in counterparts and may be delivered by facsimile or electronically and all such counterparts and facsimiles shall together constitute one and the same agreement.
Section 7.11 Language
The Parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including Notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents qui s'y rattachent, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.
Remainder of this page was intentionally left blank.
20
IN WITNESS WHEREOF each of the Parties have duly executed this Agreement.
|
Per:
|
||
|
Name:
|
Xxxxxx Xxxxxxxx
|
|
|
Title:
|
President and CEO
|
|
|
GEOLOGIX EXPLORATIONS INC.
|
||
|
Per:
|
||
|
Name:
|
Xxxxxx Xxxxx
|
|
|
Title:
|
President and CEO
|
|
|
GEOLOGIX (U.S.) INC.
|
||
|
Per:
|
||
|
Name:
|
Xxxxxx Xxxxx
|
|
|
Title:
|
President
|
|
21
SCHEDULE “1”
GEOLOGIX MINING CLAIMS
|
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada
|
|||||
|
Claim Holder
|
Claim Name
|
NMC #
|
Claim Holder
|
Claim Name
|
NMC #
|
|
Geologix (U.S.) Inc.
|
FYR 194
|
932332
|
Xxxx Xxxxxx
|
ISC 142
|
792899
|
|
Geologix (U.S.) Inc.
|
FYR 199
|
932333
|
Xxxx Xxxxxx
|
ISC 143
|
792900
|
|
Geologix (U.S.) Inc.
|
FYR 200
|
932334
|
Xxxx Xxxxxx
|
ISC 144
|
792901
|
|
Geologix (U.S.) Inc.
|
FYR 201
|
932335
|
Xxxx Xxxxxx
|
ISC 145
|
792902
|
|
Geologix (U.S.) Inc.
|
Xxxxxxx 0
|
000000
|
Xxxx Xxxxxx
|
ISC 146
|
792903
|
|
Geologix (U.S.) Inc.
|
Xxxxxxx 0
|
000000
|
Xxxx Xxxxxx
|
ISC 149
|
792906
|
|
Geologix (U.S.) Inc.
|
Xxxxxxx 0
|
000000
|
Xxxx Xxxxxx
|
ISC 150
|
792907
|
|
Geologix (U.S.) Inc.
|
Xxxxxxx 0
|
000000
|
Xxxx Xxxxxx
|
ISC 151
|
792908
|
|
Xxxx Xxxxxx
|
ISC 101
|
792858
|
Xxxx Xxxxxx
|
ISC 152
|
792909
|
|
Xxxx Xxxxxx
|
ISC 102
|
792859
|
Xxxx Xxxxxx
|
ISC 153
|
792910
|
|
Xxxx Xxxxxx
|
ISC 103
|
792860
|
Xxxx Xxxxxx
|
ISC 154
|
792911
|
|
Xxxx Xxxxxx
|
ISC 104
|
792861
|
Xxxx Xxxxxx
|
ISC 155
|
792912
|
|
Xxxx Xxxxxx
|
ISC 105
|
792862
|
Xxxx Xxxxxx
|
ISC 156
|
792913
|
|
Xxxx Xxxxxx
|
ISC 106
|
792863
|
Xxxx Xxxxxx
|
ISC 161
|
792918
|
|
Xxxx Xxxxxx
|
ISC 107
|
792864
|
Xxxx Xxxxxx
|
ISC 162
|
792919
|
|
Xxxx Xxxxxx
|
ISC 108
|
792865
|
Xxxx Xxxxxx
|
ISC 163
|
792920
|
|
Xxxx Xxxxxx
|
ISC 109
|
792866
|
Xxxx Xxxxxx
|
ISC 164
|
792921
|
|
Xxxx Xxxxxx
|
ISC 110
|
792867
|
Xxxx Xxxxxx
|
ISC 165
|
792922
|
|
Xxxx Xxxxxx
|
ISC 112
|
792869
|
Xxxx Xxxxxx
|
ISC 166
|
792923
|
|
Xxxx Xxxxxx
|
ISC 113
|
792870
|
Xxxx Xxxxxx
|
ISC 174
|
792931
|
|
Xxxx Xxxxxx
|
ISC 114
|
792871
|
Xxxx Xxxxxx
|
ISC 176
|
792933
|
|
Xxxx Xxxxxx
|
ISC 115
|
792872
|
Xxxx Xxxxxx
|
ISC 181
|
792938
|
|
Xxxx Xxxxxx
|
ISC 116
|
792873
|
Xxxx Xxxxxx
|
ISC 182
|
792939
|
|
Xxxx Xxxxxx
|
ISC 117
|
792874
|
Xxxx Xxxxxx
|
ISC 183
|
792940
|
|
Xxxx Xxxxxx
|
ISC 118
|
792875
|
Xxxx Xxxxxx
|
ISC 184
|
792941
|
|
Xxxx Xxxxxx
|
ISC 119
|
792876
|
Xxxx Xxxxxx
|
ISC 189
|
792946
|
|
Xxxx Xxxxxx
|
ISC 120
|
792877
|
Xxxx Xxxxxx
|
ISC 190
|
792947
|
|
Xxxx Xxxxxx
|
ISC 121
|
792878
|
Xxxx Xxxxxx
|
ISC 191
|
792948
|
|
Xxxx Xxxxxx
|
ISC 122
|
792879
|
Xxxx Xxxxxx
|
ISC 192
|
792949
|
|
Xxxx Xxxxxx
|
ISC 123
|
792880
|
Xxxx Xxxxxx
|
ISC 193
|
792950
|
|
Xxxx Xxxxxx
|
ISC 124
|
792881
|
Xxxx Xxxxxx
|
ISC 194
|
792951
|
|
Xxxx Xxxxxx
|
ISC 125
|
792882
|
Xxxx Xxxxxx
|
ISC 195
|
792952
|
|
Xxxx Xxxxxx
|
ISC 126
|
792883
|
Xxxx Xxxxxx
|
ISC 196
|
792953
|
|
Xxxx Xxxxxx
|
ISC 127
|
792884
|
Xxxx Xxxxxx
|
ISC 197
|
792954
|
|
Xxxx Xxxxxx
|
ISC 128
|
792885
|
Xxxx Xxxxxx
|
ISC 198
|
792955
|
|
Xxxx Xxxxxx
|
ISC 130
|
792887
|
Xxxx Xxxxxx
|
ISC 199
|
792956
|
|
Xxxx Xxxxxx
|
ISC 132
|
792889
|
Xxxx Xxxxxx
|
ISC 200
|
792957
|
|
Xxxx Xxxxxx
|
ISC 134
|
792891
|
Xxxx Xxxxxx
|
ISC 201
|
792958
|
|
Xxxx Xxxxxx
|
ISC 136
|
792893
|
Xxxx Xxxxxx
|
ISC 202
|
792959
|
|
Xxxx Xxxxxx
|
ISC 137
|
792894
|
Xxxx Xxxxxx
|
ISC 203
|
792960
|
|
Xxxx Xxxxxx
|
ISC 138
|
792895
|
Xxxx Xxxxxx
|
ISC 204
|
792961
|
|
Xxxx Xxxxxx
|
ISC 139
|
792896
|
Xxxx Xxxxxx
|
ISC 205
|
792962
|
|
Xxxx Xxxxxx
|
ISC 140
|
792897
|
Xxxx Xxxxxx
|
ISC 206
|
792963
|
|
Xxxx Xxxxxx
|
ISC 141
|
792898
|
Xxxx Xxxxxx
|
ISC 208
|
792965
|
22
|
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada
|
|||||||||||||||||||||||
|
Claim Holder
|
Claim Name
|
NMC #
|
Claim Holder
|
Claim Name
|
NMC #
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 210
|
792967
|
Xxxx Xxxxxx
|
Sextone 106
|
819262
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 212
|
792969
|
Xxxx Xxxxxx
|
Sextone 108
|
819263
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 221
|
792978
|
Xxxx Xxxxxx
|
Sextone 110
|
819264
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 222
|
792979
|
Xxxx Xxxxxx
|
Sextone 112
|
819265
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 223
|
792980
|
Xxxx Xxxxxx
|
Sextone 113
|
819266
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 224
|
792981
|
Xxxx Xxxxxx
|
Sextone 114
|
819267
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 227
|
792984
|
Xxxx Xxxxxx
|
Sextone 115
|
819268
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 228
|
792985
|
Xxxx Xxxxxx
|
Sextone 116
|
819269
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 229
|
792986
|
Xxxx Xxxxxx
|
Sextone 117
|
819270
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 230
|
792987
|
Xxxx Xxxxxx
|
Sextone 118
|
819271
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 247
|
799847
|
Xxxx Xxxxxx
|
Sextone 119
|
819272
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 248
|
799848
|
Xxxx Xxxxxx
|
Sextone 120
|
819273
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 249
|
799849
|
Xxxx Xxxxxx
|
Sextone 139
|
819274
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 250
|
799850
|
Xxxx Xxxxxx
|
Sextone 140
|
819275
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 251
|
799851
|
Xxxx Xxxxxx
|
XXXXXX 0
|
000000
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 252
|
799852
|
Xxxx Xxxxxx
|
XXXXXX 0
|
000000
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 253
|
799853
|
Xxxx Xxxxxx
|
XXXXXX 0
|
000000
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 254
|
799854
|
Xxxx Xxxxxx
|
XXXXXX 0
|
000000
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 255
|
799855
|
Xxxx Xxxxxx
|
XXXXXX 0
|
000000
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
ISC 256
|
799856
|
Xxxx Xxxxxx
|
NIMBUS 6
|
820950
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
SS 203
|
819238
|
Xxxx Xxxxxx
|
NIMBUS 7
|
820951
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
SS 204
|
819239
|
Xxxx Xxxxxx
|
NIMBUS 8
|
820952
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
SS 205
|
819240
|
Xxxx Xxxxxx
|
NIMBUS 9
|
820953
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
SS 206
|
819241
|
Xxxx Xxxxxx
|
NIMBUS 10
|
820954
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
SS 207
|
819242
|
Xxxx Xxxxxx
|
NIMBUS 11
|
820955
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
SS 208
|
819243
|
Xxxx Xxxxxx
|
NIMBUS 12
|
820956
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 86
|
819244
|
Xxxx Xxxxxx
|
CIRRUS 1
|
820957
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 87
|
819245
|
Xxxx Xxxxxx
|
CIRRUS 2
|
820958
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 88
|
819246
|
Xxxx Xxxxxx
|
CIRRUS 3
|
820959
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 89
|
819247
|
Xxxx Xxxxxx
|
CIRRUS 4
|
820960
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 90
|
819248
|
Xxxx Xxxxxx
|
CIRRUS 5
|
820961
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 91
|
819249
|
Xxxx Xxxxxx
|
CIRRUS 6
|
820962
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 92
|
819250
|
Xxxx Xxxxxx
|
CIRRUS 7
|
820963
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 93
|
819251
|
Xxxx Xxxxxx
|
CIRRUS 8
|
820964
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 94
|
819252
|
Xxxx Xxxxxx
|
CIRRUS 9
|
820965
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 95
|
819253
|
Xxxx Xxxxxx
|
CIRRUS10
|
820966
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 96
|
819254
|
Xxxx Xxxxxx
|
CIRRUS 11
|
820967
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 97
|
819255
|
Xxxx Xxxxxx
|
CIRRUS 12
|
820968
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 98
|
819256
|
Xxxx Xxxxxx
|
CIRRUS 13
|
820969
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 99
|
819257
|
Xxxx Xxxxxx
|
CIRRUS 14
|
820970
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 100
|
819258
|
Xxxx Xxxxxx
|
CIRRUS 15
|
820971
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 101
|
819259
|
Xxxx Xxxxxx
|
CIRRUS 16
|
820972
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 102
|
819260
|
Xxxx Xxxxxx
|
CIRRUS 17
|
820973
|
||||||||||||||||||
|
Xxxx Xxxxxx
|
Sextone 104
|
819261
|
Xxxx Xxxxxx
|
CIRRUS 18
|
820974
|
||||||||||||||||||
23
|
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada
|
|||||
|
Claim Holder
|
Claim Name
|
NMC #
|
Claim Holder
|
Claim Name
|
NMC #
|
|
Xxxx Xxxxxx
|
CIRRUS 19
|
820975
|
Xxxx Xxxxxx
|
CIRRUS 63
|
821019
|
|
Xxxx Xxxxxx
|
CIRRUS 20
|
820976
|
Xxxx Xxxxxx
|
CIRRUS 64
|
821020
|
|
Xxxx Xxxxxx
|
CIRRUS 21
|
820977
|
Xxxx Xxxxxx
|
CIRRUS 65
|
821021
|
|
Xxxx Xxxxxx
|
CIRRUS 22
|
820978
|
Xxxx Xxxxxx
|
CIRRUS 66
|
821022
|
|
Xxxx Xxxxxx
|
CIRRUS 23
|
820979
|
Xxxx Xxxxxx
|
CIRRUS 67
|
821023
|
|
Xxxx Xxxxxx
|
CIRRUS 24
|
820980
|
Xxxx Xxxxxx
|
CIRRUS 68
|
821024
|
|
Xxxx Xxxxxx
|
CIRRUS 25
|
820981
|
Xxxx Xxxxxx
|
CIRRUS 69
|
821025
|
|
Xxxx Xxxxxx
|
CIRRUS 26
|
820982
|
Xxxx Xxxxxx
|
CIRRUS 70
|
821026
|
|
Xxxx Xxxxxx
|
CIRRUS 27
|
820983
|
Xxxx Xxxxxx
|
CIRRUS 71
|
821027
|
|
Xxxx Xxxxxx
|
CIRRUS 28
|
820984
|
Xxxx Xxxxxx
|
CIRRUS 72
|
821028
|
|
Xxxx Xxxxxx
|
CIRRUS 29
|
820985
|
Xxxx Xxxxxx
|
CIRRUS 73
|
821029
|
|
Xxxx Xxxxxx
|
CIRRUS 30
|
820986
|
Xxxx Xxxxxx
|
CIRRUS 74
|
821030
|
|
Xxxx Xxxxxx
|
CIRRUS 31
|
820987
|
Xxxx Xxxxxx
|
CIRRUS 75
|
821031
|
|
Xxxx Xxxxxx
|
CIRRUS 32
|
820988
|
Xxxx Xxxxxx
|
CIRRUS 76
|
821032
|
|
Xxxx Xxxxxx
|
CIRRUS 33
|
820989
|
Xxxx Xxxxxx
|
CIRRUS 77
|
821033
|
|
Xxxx Xxxxxx
|
CIRRUS 34
|
820990
|
Xxxx Xxxxxx
|
CIRRUS 78
|
821034
|
|
Xxxx Xxxxxx
|
CIRRUS 35
|
820991
|
Xxxx Xxxxxx
|
CIRRUS 79
|
821035
|
|
Xxxx Xxxxxx
|
CIRRUS 36
|
820992
|
Xxxx Xxxxxx
|
CIRRUS 80
|
821036
|
|
Xxxx Xxxxxx
|
CIRRUS 37
|
820993
|
Xxxx Xxxxxx
|
CIRRUS 81
|
821037
|
|
Xxxx Xxxxxx
|
CIRRUS 38
|
820994
|
Xxxx Xxxxxx
|
CIRRUS 82
|
821038
|
|
Xxxx Xxxxxx
|
CIRRUS 39
|
820995
|
Xxxx Xxxxxx
|
CIRRUS 83
|
821039
|
|
Xxxx Xxxxxx
|
CIRRUS 40
|
820996
|
Xxxx Xxxxxx
|
CIRRUS 84
|
821040
|
|
Xxxx Xxxxxx
|
CIRRUS 41
|
820997
|
Xxxx Xxxxxx
|
CIRRUS 85
|
821041
|
|
Xxxx Xxxxxx
|
CIRRUS 42
|
820998
|
Xxxx Xxxxxx
|
CIRRUS 86
|
821042
|
|
Xxxx Xxxxxx
|
CIRRUS 43
|
820999
|
Xxxx Xxxxxx
|
CIRRUS 87
|
821043
|
|
Xxxx Xxxxxx
|
CIRRUS 44
|
821000
|
Xxxx Xxxxxx
|
CIRRUS 88
|
821044
|
|
Xxxx Xxxxxx
|
CIRRUS 45
|
821001
|
Xxxx Xxxxxx
|
CIRRUS 89
|
821045
|
|
Xxxx Xxxxxx
|
CIRRUS 46
|
821002
|
Xxxx Xxxxxx
|
CIRRUS 90
|
821046
|
|
Xxxx Xxxxxx
|
CIRRUS 47
|
821003
|
Xxxx Xxxxxx
|
CIRRUS 91
|
821047
|
|
Xxxx Xxxxxx
|
CIRRUS 48
|
821004
|
Xxxx Xxxxxx
|
CIRRUS 92
|
821048
|
|
Xxxx Xxxxxx
|
CIRRUS 49
|
821005
|
Xxxx Xxxxxx
|
CIRRUS 93
|
821049
|
|
Xxxx Xxxxxx
|
CIRRUS 50
|
821006
|
Xxxx Xxxxxx
|
CIRRUS 94
|
821050
|
|
Xxxx Xxxxxx
|
CIRRUS 51
|
821007
|
Xxxx Xxxxxx
|
CIRRUS 95
|
821051
|
|
Xxxx Xxxxxx
|
CIRRUS 52
|
821008
|
Xxxx Xxxxxx
|
CIRRUS 96
|
821052
|
|
Xxxx Xxxxxx
|
CIRRUS 53
|
821009
|
Xxxx Xxxxxx
|
CIRRUS 97
|
821053
|
|
Xxxx Xxxxxx
|
CIRRUS 54
|
821010
|
Xxxx Xxxxxx
|
CIRRUS 98
|
821054
|
|
Xxxx Xxxxxx
|
CIRRUS 55
|
821011
|
Xxxx Xxxxxx
|
CIRRUS 99
|
821055
|
|
Xxxx Xxxxxx
|
CIRRUS 56
|
821012
|
Xxxx Xxxxxx
|
CIRRUS 100
|
821056
|
|
Xxxx Xxxxxx
|
CIRRUS 57
|
821013
|
Xxxx Xxxxxx
|
CIRRUS 101
|
821057
|
|
Xxxx Xxxxxx
|
CIRRUS 58
|
821014
|
Xxxx Xxxxxx
|
CIRRUS 102
|
821058
|
|
Xxxx Xxxxxx
|
CIRRUS 59
|
821015
|
Xxxx Xxxxxx
|
CIRRUS 103A
|
821059
|
|
Xxxx Xxxxxx
|
CIRRUS 60
|
821016
|
Xxxx Xxxxxx
|
CIRRUS 103B
|
821060
|
|
Xxxx Xxxxxx
|
CIRRUS 61
|
821017
|
Xxxx Xxxxxx
|
CIRRUS 104
|
821061
|
|
Xxxx Xxxxxx
|
CIRRUS 62
|
821018
|
Xxxx Xxxxxx
|
CIRRUS 105
|
821062
|
24
|
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada
|
|||||
|
Claim Holder
|
Claim Name
|
NMC #
|
Claim Holder
|
Claim Name
|
NMC #
|
|
Xxxx Xxxxxx
|
CIRRUS 106
|
821063
|
Xxxx Xxxxxx
|
CIRRUS 150
|
821107
|
|
Xxxx Xxxxxx
|
CIRRUS 107
|
821064
|
Xxxx Xxxxxx
|
CIRRUS 151
|
821108
|
|
Xxxx Xxxxxx
|
CIRRUS 108
|
821065
|
Xxxx Xxxxxx
|
CIRRUS 152
|
821109
|
|
Xxxx Xxxxxx
|
CIRRUS 109
|
821066
|
Xxxx Xxxxxx
|
CIRRUS 153
|
821110
|
|
Xxxx Xxxxxx
|
CIRRUS 110
|
821067
|
Xxxx Xxxxxx
|
CIRRUS 154
|
821111
|
|
Xxxx Xxxxxx
|
CIRRUS 111
|
821068
|
Xxxx Xxxxxx
|
ISC 111
|
821112
|
|
Xxxx Xxxxxx
|
CIRRUS 112
|
821069
|
Xxxx Xxxxxx
|
ISC 129
|
821113
|
|
Xxxx Xxxxxx
|
CIRRUS 113
|
821070
|
Xxxx Xxxxxx
|
ISC 131
|
821114
|
|
Xxxx Xxxxxx
|
CIRRUS 114
|
821071
|
Xxxx Xxxxxx
|
ISC 133
|
821115
|
|
Xxxx Xxxxxx
|
CIRRUS 115
|
821072
|
Xxxx Xxxxxx
|
ISC 135
|
821116
|
|
Xxxx Xxxxxx
|
CIRRUS 116
|
821073
|
Xxxx Xxxxxx
|
ISC 147
|
821117
|
|
Xxxx Xxxxxx
|
CIRRUS 117
|
821074
|
Xxxx Xxxxxx
|
ISC 148
|
821118
|
|
Xxxx Xxxxxx
|
CIRRUS 118
|
821075
|
Xxxx Xxxxxx
|
ISC 157
|
821119
|
|
Xxxx Xxxxxx
|
CIRRUS 119
|
821076
|
Xxxx Xxxxxx
|
ISC 158
|
821120
|
|
Xxxx Xxxxxx
|
CIRRUS 120
|
821077
|
Xxxx Xxxxxx
|
ISC 159
|
821121
|
|
Xxxx Xxxxxx
|
CIRRUS 121
|
821078
|
Xxxx Xxxxxx
|
ISC 160
|
821122
|
|
Xxxx Xxxxxx
|
CIRRUS 122
|
821079
|
Xxxx Xxxxxx
|
ISC 167
|
821123
|
|
Xxxx Xxxxxx
|
CIRRUS 123
|
821080
|
Xxxx Xxxxxx
|
ISC 168
|
821124
|
|
Xxxx Xxxxxx
|
CIRRUS 124
|
821081
|
Xxxx Xxxxxx
|
ISC 169
|
821125
|
|
Xxxx Xxxxxx
|
CIRRUS 125
|
821082
|
Xxxx Xxxxxx
|
ISC 170
|
821126
|
|
Xxxx Xxxxxx
|
CIRRUS 126
|
821083
|
Xxxx Xxxxxx
|
ISC 171
|
821127
|
|
Xxxx Xxxxxx
|
CIRRUS 127
|
821084
|
Xxxx Xxxxxx
|
ISC 172
|
821128
|
|
Xxxx Xxxxxx
|
CIRRUS 128
|
821085
|
Xxxx Xxxxxx
|
ISC 173
|
821129
|
|
Xxxx Xxxxxx
|
CIRRUS 129
|
821086
|
Xxxx Xxxxxx
|
ISC 175
|
821130
|
|
Xxxx Xxxxxx
|
CIRRUS 130
|
821087
|
Xxxx Xxxxxx
|
ISC 177
|
821131
|
|
Xxxx Xxxxxx
|
CIRRUS 131
|
821088
|
Xxxx Xxxxxx
|
ISC 178
|
821132
|
|
Xxxx Xxxxxx
|
CIRRUS 132
|
821089
|
Xxxx Xxxxxx
|
ISC 179
|
821133
|
|
Xxxx Xxxxxx
|
CIRRUS 133
|
821090
|
Xxxx Xxxxxx
|
ISC 180
|
821134
|
|
Xxxx Xxxxxx
|
CIRRUS 134
|
821091
|
Xxxx Xxxxxx
|
ISC 185
|
821135
|
|
Xxxx Xxxxxx
|
CIRRUS 135
|
821092
|
Xxxx Xxxxxx
|
ISC 186
|
821136
|
|
Xxxx Xxxxxx
|
CIRRUS 136
|
821093
|
Xxxx Xxxxxx
|
ISC 187
|
821137
|
|
Xxxx Xxxxxx
|
CIRRUS 137
|
821094
|
Xxxx Xxxxxx
|
ISC 188
|
821138
|
|
Xxxx Xxxxxx
|
CIRRUS 138
|
821095
|
Xxxx Xxxxxx
|
ISC 207
|
821139
|
|
Xxxx Xxxxxx
|
CIRRUS 139
|
821096
|
Xxxx Xxxxxx
|
ISC 209
|
821140
|
|
Xxxx Xxxxxx
|
CIRRUS 140
|
821097
|
Xxxx Xxxxxx
|
ISC 211
|
821141
|
|
Xxxx Xxxxxx
|
CIRRUS 141
|
821098
|
Xxxx Xxxxxx
|
ISC 213
|
821142
|
|
Xxxx Xxxxxx
|
CIRRUS 142
|
821099
|
Xxxx Xxxxxx
|
ISC 214
|
821143
|
|
Xxxx Xxxxxx
|
CIRRUS 143
|
821100
|
Xxxx Xxxxxx
|
ISC 215
|
821144
|
|
Xxxx Xxxxxx
|
CIRRUS 144
|
821101
|
Xxxx Xxxxxx
|
ISC 216
|
821145
|
|
Xxxx Xxxxxx
|
CIRRUS 145
|
821102
|
Xxxx Xxxxxx
|
ISC 217
|
821146
|
|
Xxxx Xxxxxx
|
CIRRUS 146
|
821103
|
Xxxx Xxxxxx
|
ISC 218
|
821147
|
|
Xxxx Xxxxxx
|
CIRRUS 147
|
821104
|
Xxxx Xxxxxx
|
ISC 219
|
821148
|
|
Xxxx Xxxxxx
|
CIRRUS 148
|
821105
|
Xxxx Xxxxxx
|
ISC 220
|
821149
|
|
Xxxx Xxxxxx
|
CIRRUS 149
|
821106
|
Xxxx Xxxxxx
|
ISC 225
|
821150
|
25
|
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada
|
|||||
|
Claim Holder
|
Claim Name
|
NMC #
|
Claim Holder
|
Claim Name
|
NMC #
|
|
Xxxx Xxxxxx
|
ISC 226
|
821151
|
Xxxx Xxxxxx
|
ISC 280
|
821195
|
|
Xxxx Xxxxxx
|
ISC 235
|
821152
|
Xxxx Xxxxxx
|
ISC 281
|
821196
|
|
Xxxx Xxxxxx
|
ISC 236
|
821153
|
Xxxx Xxxxxx
|
ISC 282
|
821197
|
|
Xxxx Xxxxxx
|
ISC 237
|
821154
|
Xxxx Xxxxxx
|
ISC 283
|
821198
|
|
Xxxx Xxxxxx
|
ISC 238
|
821155
|
Xxxx Xxxxxx
|
ISC 284
|
821199
|
|
Xxxx Xxxxxx
|
ISC 239
|
821156
|
Xxxx Xxxxxx
|
ISC 285
|
821200
|
|
Xxxx Xxxxxx
|
ISC 240
|
821157
|
Xxxx Xxxxxx
|
ISC 286
|
821201
|
|
Xxxx Xxxxxx
|
ISC 241
|
821158
|
Xxxx Xxxxxx
|
ISC 287
|
821202
|
|
Xxxx Xxxxxx
|
ISC 242
|
821159
|
Xxxx Xxxxxx
|
ISC 288
|
821203
|
|
Xxxx Xxxxxx
|
ISC 243
|
821160
|
Xxxx Xxxxxx
|
ISC 289
|
821204
|
|
Xxxx Xxxxxx
|
ISC 244
|
821161
|
Xxxx Xxxxxx
|
ISC 290
|
821205
|
|
Xxxx Xxxxxx
|
ISC 245
|
821162
|
Xxxx Xxxxxx
|
ISC 301
|
821206
|
|
Xxxx Xxxxxx
|
ISC 246
|
821163
|
Xxxx Xxxxxx
|
ISC 302
|
821207
|
|
Xxxx Xxxxxx
|
ISC 257
|
821164
|
Xxxx Xxxxxx
|
ISC 303
|
821208
|
|
Xxxx Xxxxxx
|
ISC 258
|
821165
|
Xxxx Xxxxxx
|
ISC 304
|
821209
|
|
Xxxx Xxxxxx
|
ISC 259
|
821166
|
Xxxx Xxxxxx
|
ISC 305
|
821210
|
|
Xxxx Xxxxxx
|
ISC 259B
|
821167
|
Xxxx Xxxxxx
|
ISC 306
|
821211
|
|
Xxxx Xxxxxx
|
ISC 260
|
821168
|
Xxxx Xxxxxx
|
ISC 307
|
821212
|
|
Xxxx Xxxxxx
|
ISC 260B
|
821169
|
Xxxx Xxxxxx
|
ISC 308
|
821213
|
|
Xxxx Xxxxxx
|
ISC 261
|
821170
|
Xxxx Xxxxxx
|
ISC 309
|
821214
|
|
Xxxx Xxxxxx
|
ISC 261B
|
821171
|
Xxxx Xxxxxx
|
ISC 310
|
821215
|
|
Xxxx Xxxxxx
|
ISC 262
|
821172
|
Xxxx Xxxxxx
|
ISC 311
|
821216
|
|
Xxxx Xxxxxx
|
ISC 262B
|
821173
|
Xxxx Xxxxxx
|
ISC 312
|
821217
|
|
Xxxx Xxxxxx
|
ISC 263
|
821174
|
Xxxx Xxxxxx
|
ISC 327
|
821218
|
|
Xxxx Xxxxxx
|
ISC 263B
|
821175
|
Xxxx Xxxxxx
|
ISC 328
|
821219
|
|
Xxxx Xxxxxx
|
ISC 264
|
821176
|
Xxxx Xxxxxx
|
ISC 329
|
821220
|
|
Xxxx Xxxxxx
|
ISC 264B
|
821177
|
Xxxx Xxxxxx
|
ISC 330
|
821221
|
|
Xxxx Xxxxxx
|
ISC 265
|
821178
|
Xxxx Xxxxxx
|
ISC 331
|
821222
|
|
Xxxx Xxxxxx
|
ISC 265B
|
821179
|
Xxxx Xxxxxx
|
ISC 332
|
821223
|
|
Xxxx Xxxxxx
|
ISC 266
|
821180
|
Xxxx Xxxxxx
|
ISC 333
|
821224
|
|
Xxxx Xxxxxx
|
ISC 266B
|
821181
|
Xxxx Xxxxxx
|
ISC 334
|
821225
|
|
Xxxx Xxxxxx
|
ISC 267
|
821182
|
Xxxx Xxxxxx
|
ISC 335
|
821226
|
|
Xxxx Xxxxxx
|
ISC 268
|
821183
|
Xxxx Xxxxxx
|
ISC 336
|
821227
|
|
Xxxx Xxxxxx
|
ISC 269
|
821184
|
Xxxx Xxxxxx
|
ISC 337
|
821228
|
|
Xxxx Xxxxxx
|
ISC 270
|
821185
|
Xxxx Xxxxxx
|
ISC 338
|
821229
|
|
Xxxx Xxxxxx
|
ISC 271
|
821186
|
Xxxx Xxxxxx
|
ISC 339
|
821230
|
|
Xxxx Xxxxxx
|
ISC 272
|
821187
|
Xxxx Xxxxxx
|
ISC 340
|
821231
|
|
Xxxx Xxxxxx
|
ISC 273
|
821188
|
Xxxx Xxxxxx
|
ISC 341
|
821232
|
|
Xxxx Xxxxxx
|
ISC 274
|
821189
|
Xxxx Xxxxxx
|
ISC 342
|
821233
|
|
Xxxx Xxxxxx
|
ISC 275
|
821190
|
Xxxx Xxxxxx
|
ISC 343
|
821234
|
|
Xxxx Xxxxxx
|
ISC 276
|
821191
|
Xxxx Xxxxxx
|
ISC 344
|
821235
|
|
Xxxx Xxxxxx
|
ISC 277
|
821192
|
Xxxx Xxxxxx
|
NIMBUS 19
|
822011
|
|
Xxxx Xxxxxx
|
ISC 278
|
821193
|
Xxxx Xxxxxx
|
NIMBUS 20
|
822012
|
|
Xxxx Xxxxxx
|
ISC 279
|
821194
|
Xxxx Xxxxxx
|
NIMBUS 21
|
822013
|
26
|
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada
|
|||||
|
Claim Holder
|
Claim Name
|
NMC #
|
Claim Holder
|
Claim Name
|
NMC #
|
|
Xxxx Xxxxxx
|
NIMBUS 22
|
822014
|
Xxxx Xxxxxx
|
NIMBUS 64
|
822058
|
|
Xxxx Xxxxxx
|
NIMBUS 23
|
822015
|
Xxxx Xxxxxx
|
NIMBUS 65
|
822059
|
|
Xxxx Xxxxxx
|
NIMBUS 24
|
822016
|
Xxxx Xxxxxx
|
NIMBUS 66
|
822060
|
|
Xxxx Xxxxxx
|
NIMBUS 25
|
822017
|
Xxxx Xxxxxx
|
NIMBUS 67
|
822061
|
|
Xxxx Xxxxxx
|
XXXXXX 00X
|
000000
|
Xxxx Xxxxxx
|
NIMBUS 68
|
822062
|
|
Xxxx Xxxxxx
|
NIMBUS 26
|
822019
|
Xxxx Xxxxxx
|
NIMBUS 69
|
822063
|
|
Xxxx Xxxxxx
|
XXXXXX 00X
|
000000
|
Xxxx Xxxxxx
|
NIMBUS 70
|
822064
|
|
Xxxx Xxxxxx
|
NIMBUS 27
|
822021
|
Xxxx Xxxxxx
|
NIMBUS 71
|
822065
|
|
Xxxx Xxxxxx
|
NIMBUS 28
|
822022
|
Xxxx Xxxxxx
|
NIMBUS 72
|
822066
|
|
Xxxx Xxxxxx
|
NIMBUS 29
|
822023
|
Xxxx Xxxxxx
|
NIMBUS 73
|
822067
|
|
Xxxx Xxxxxx
|
NIMBUS 30
|
822024
|
Xxxx Xxxxxx
|
NIMBUS 74
|
822068
|
|
Xxxx Xxxxxx
|
NIMBUS 31
|
822025
|
Xxxx Xxxxxx
|
NIMBUS 75
|
822069
|
|
Xxxx Xxxxxx
|
NIMBUS 32
|
822026
|
Xxxx Xxxxxx
|
NIMBUS 76
|
822070
|
|
Xxxx Xxxxxx
|
NIMBUS 33
|
822027
|
Xxxx Xxxxxx
|
NIMBUS 77
|
822071
|
|
Xxxx Xxxxxx
|
NIMBUS 34
|
822028
|
Xxxx Xxxxxx
|
NIMBUS 78
|
822072
|
|
Xxxx Xxxxxx
|
NIMBUS 35
|
822029
|
Xxxx Xxxxxx
|
NIMBUS 79
|
822073
|
|
Xxxx Xxxxxx
|
NIMBUS 36
|
822030
|
Xxxx Xxxxxx
|
NIMBUS 80
|
822074
|
|
Xxxx Xxxxxx
|
NIMBUS 37
|
822031
|
Xxxx Xxxxxx
|
NIMBUS 81
|
822075
|
|
Xxxx Xxxxxx
|
NIMBUS 38
|
822032
|
Xxxx Xxxxxx
|
NIMBUS 82
|
822076
|
|
Xxxx Xxxxxx
|
NIMBUS 39
|
822033
|
Xxxx Xxxxxx
|
NIMBUS 83
|
822077
|
|
Xxxx Xxxxxx
|
NIMBUS 40
|
822034
|
Xxxx Xxxxxx
|
NIMBUS 84
|
822078
|
|
Xxxx Xxxxxx
|
NIMBUS 41
|
822035
|
Xxxx Xxxxxx
|
NIMBUS 85
|
822079
|
|
Xxxx Xxxxxx
|
NIMBUS 42
|
822036
|
Xxxx Xxxxxx
|
NIMBUS 86
|
822080
|
|
Xxxx Xxxxxx
|
NIMBUS 43
|
822037
|
Xxxx Xxxxxx
|
NIMBUS 87
|
822081
|
|
Xxxx Xxxxxx
|
NIMBUS 44
|
822038
|
Xxxx Xxxxxx
|
NIMBUS 88
|
822082
|
|
Xxxx Xxxxxx
|
NIMBUS 45
|
822039
|
Xxxx Xxxxxx
|
NIMBUS 89
|
822083
|
|
Xxxx Xxxxxx
|
NIMBUS 46
|
822040
|
Xxxx Xxxxxx
|
NIMBUS 90
|
822084
|
|
Xxxx Xxxxxx
|
NIMBUS 47
|
822041
|
Xxxx Xxxxxx
|
NIMBUS 91
|
822085
|
|
Xxxx Xxxxxx
|
NIMBUS 48
|
822042
|
Xxxx Xxxxxx
|
NIMBUS 92
|
822086
|
|
Xxxx Xxxxxx
|
NIMBUS 49
|
822043
|
Xxxx Xxxxxx
|
NIMBUS 93
|
822087
|
|
Xxxx Xxxxxx
|
NIMBUS 50
|
822044
|
Xxxx Xxxxxx
|
NIMBUS 94
|
822088
|
|
Xxxx Xxxxxx
|
NIMBUS 51
|
822045
|
Xxxx Xxxxxx
|
NIMBUS 95
|
822089
|
|
Xxxx Xxxxxx
|
NIMBUS 52
|
822046
|
Xxxx Xxxxxx
|
NIMBUS 96
|
822090
|
|
Xxxx Xxxxxx
|
NIMBUS 53
|
822047
|
Xxxx Xxxxxx
|
NIMBUS 97
|
822091
|
|
Xxxx Xxxxxx
|
NIMBUS 54
|
822048
|
Xxxx Xxxxxx
|
NIMBUS 98
|
822092
|
|
Xxxx Xxxxxx
|
NIMBUS 55
|
822049
|
Xxxx Xxxxxx
|
NIMBUS 99
|
822093
|
|
Xxxx Xxxxxx
|
NIMBUS 56
|
822050
|
Xxxx Xxxxxx
|
NIMBUS 100
|
822094
|
|
Xxxx Xxxxxx
|
NIMBUS 57
|
822051
|
Xxxx Xxxxxx
|
NIMBUS 101
|
822095
|
|
Xxxx Xxxxxx
|
NIMBUS 58
|
822052
|
Xxxx Xxxxxx
|
NIMBUS 1000
|
822096
|
|
Xxxx Xxxxxx
|
NIMBUS 59
|
822053
|
Xxxx Xxxxxx
|
NIMBUS 1001
|
822097
|
|
Xxxx Xxxxxx
|
NIMBUS 60
|
822054
|
Xxxx Xxxxxx
|
NIMBUS 102
|
823028
|
|
Xxxx Xxxxxx
|
NIMBUS 61
|
822055
|
Xxxx Xxxxxx
|
NIMBUS 103
|
823029
|
|
Xxxx Xxxxxx
|
NIMBUS 62
|
822056
|
Xxxx Xxxxxx
|
NIMBUS 104
|
823030
|
|
Xxxx Xxxxxx
|
NIMBUS 63
|
822057
|
Xxxx Xxxxxx
|
NIMBUS 105
|
823031
|
27
|
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada
|
||
|
Claim Holder
|
Claim Name
|
NMC #
|
|
Xxxx Xxxxxx
|
NIMBUS 106
|
823032 |
|
Xxxx Xxxxxx
|
NIMBUS 107
|
823033 |
|
Xxxx Xxxxxx
|
NIMBUS 108
|
823034 |
|
Xxxx Xxxxxx
|
NIMBUS 109
|
823035 |
|
Xxxx Xxxxxx
|
NIMBUS 110
|
823036 |
|
Xxxx Xxxxxx
|
NIMBUS 111
|
823037 |
|
Xxxx Xxxxxx
|
NIMBUS 112
|
823038 |
|
Xxxx Xxxxxx
|
NIMBUS 113
|
823039 |
|
Xxxx Xxxxxx
|
NIMBUS 114
|
823040 |
|
Xxxx Xxxxxx
|
NIMBUS 115
|
823041 |
|
Xxxx Xxxxxx
|
NIMBUS 116
|
823042 |
|
Xxxx Xxxxxx
|
NIMBUS 117
|
823043 |
|
Xxxx Xxxxxx
|
NIMBUS 118
|
823044 |
|
Xxxx Xxxxxx
|
NIMBUS 119
|
823045 |
|
Xxxx Xxxxxx
|
NIMBUS 120
|
823046 |
|
Xxxx Xxxxxx
|
NIMBUS 121
|
823047 |
|
Xxxx Xxxxxx
|
NIMBUS 122
|
823048 |
|
Xxxx Xxxxxx
|
NIMBUS 123
|
823049 |
|
Xxxx Xxxxxx
|
NIMBUS 124
|
823050 |
|
Xxxx Xxxxxx
|
NIMBUS 125
|
823051 |
|
Xxxx Xxxxxx
|
NIMBUS 126
|
823052 |
|
Xxxx Xxxxxx
|
NIMBUS 127
|
823053 |
|
Xxxx Xxxxxx
|
NIMBUS 128
|
823054 |
|
Xxxx Xxxxxx
|
NIMBUS 129
|
823055 |
Federal & State Royalties: any royalties payable to the State of Nevada or the United States of America.
Xxxxxx Royalty: 3% net smelter returns production royalty payable to Xxxx and Xxxxx Xxxxxx of Nevada on the Xxxxxx Claims pursuant to the Xxxxxx Lease.
Royal Gold Royalty: 2% net smelter returns production royalty originally payable to Placer Dome U.S. Inc., until assumed by Barrick Gold Corporation and then acquired by Royal Gold, Inc.
28
SCHEDULE “2”
MINING CLAIMS MAP
29
SCHEDULE “3”
OUTSTANDING CLAIMS BY NATIVES
NOT APPLICABLE
30
SCHEDULE “4”
OUTSTANDING PROCEEDINGS
NOT APPLICABLE
31
SCHEDULE “5”
MATERIAL CONTRACTS
Excepting the Pescio Lease and the royalties payable to the Pescios and Royal Gold, Inc., there are no material contracts associated with the Silver Cloud property.
32
