FOURTEENTH AMENDMENT TO TONKIN MINING LEASE
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EXHIBIT 10.8
FOURTEENTH AMENDMENT TO TONKIN MINING LEASE
Amendment Number Fourteen dated December 23, 2008 ("Effective Date"), between Gold Standard Royalty (Nevada) Inc. and Xxxxxx X. and Xxxx X. Xxxxxxx, husband and wife, (collectively "Lessors") and Tonkin Springs Venture LP ("TSVLP" or "Lessee").
RECITALS
- A.
- Lessors
and Lessee are parties to a certain Mining Lease ("Mining Lease") dated effective January 1, 1986, a Memorandum (the "Memorandum" of which was
recorded in Book 148, at Page 110, as Reception No. 104566, and amended on January 10, 1986, September 29, 2986, June 10, 1987, August 29, 1988,
January 11, 1989, June 29, 1989, April 18, 1990, April 20, 1992, January 22, 1993, April 30, 1993, June 28, 1993, November 27, 1995,
February 1, 2003 of the real property records of Eureka County, Nevada.
- B.
- Section 2.
Term: Rule Against Perpetuities and Severability of Paragraphs, as amended by the
Thirteenth Amendment in part states "…this Lease shall remain in force for a term of twenty-three (23) years from the date hereof and for so long thereafter as there is production
of one or more Leased Substances from the Mineral Prospect,…"
- C.
- Lessee
and Lessors desire to amend the4 first paragraph only of Section 2 of the Tonkin Mining Lease and to the Memorandum to change the primary term
of the Lease from twenty-three (23) years to twenty-five (25) years.
- D.
- Section 3.
Term; Advance Minimum Royalty in part states that "…Between
January 1-15, 1989 and between January 1-15 in each year thereafter during the term of this lease…The greater of $150,000 or the U.S. "Dollar
equivalent" of 455 ounces of gold [will be paid to the Lessors]".
- E.
- Lessee
and Lessors desire to amend Section 3. of the Tonkin Mining Lease and to the Memorandum to change the Advance Minimum Royalty between
January 1-15, 1989 and between January 1-15 in each year thereafter during the term of this lease from the greater of $150,000 or the U.S. "Dollar equivalent" of
455 ounces of gold to $187,500 or the U.S. "Dollar equivalent" of 568.75 ounces of gold starting January 1-25, 2009 and in each year thereafter during the term of this lease.
- F.
- Lessee and Lessors desire to add a preferential right during the extended term of the Lease by which Lessee has a right of first refusal to purchase any interest that Lessors intends to transfer to a third party during the two year extension of the Lease, exclusive of corporate transactions as defined in Section 3 of this Fourteenth Amendment.
Agreement
NOW THEREFORE, in consideration of the foregoing and of the mutual benefits to be derived, Leasee and the Lessors agree as follows:
- 1.
- The first paragraph of Section 2. of the Term: Rule Against Perpetuities and Severability of Paragraphs,as amended by the Thirteenth Amendment shall be deleted in its entirety and replaced with the following:
Subject to the other provisions herein contained, this Lease shall remain in force for a term of twenty-five (25) years from the date hereof and for so long thereafter as there is production of one or more Leased Substances from the Mineral Prospect, or any operations permitted
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- 2.
- The table outlining respective due date of advance and amount of advance of Section 3. Term; Advance Minimum Royalty shall be deleted in its entirety and replaced with the following:
hereunder are being conducted on the Mineral Prospect or this Lease is continued in force by reason of any of the provisions hereof; provided, however, the term of this Lease shall not exceed 99 years. During any period of extension beyond the primary term hereof, all of the terms and conditions of this lease shall remain in full force and effect.
| Due Date of Advance of Advance Minimum Royalty Payment |
Amount of Advance Minimum Royalty Payment |
|
|---|---|---|
| Between January 1-15, 1987 | The greater of $50,000 or the U.S. "Dollar equivalent" of 152 ounces of gold |
|
Between January 1-15, 1988 |
The greater of $50,000 or the U.S. "Dollar equivalent" of 152 ounces of gold |
|
Between January 1-15, 1989 and between January 1-15, 2008 |
The greater of $150,000 or the U.S. "Dollar equivalent" of 455 ounces of gold |
|
Between January 1-15, 2009 and between January 1-15, 2010 |
The greater of $187,500 or the U.S. "Dollar equivalent" of 568.75 ounces of gold |
- 3.
- Lessees
Preferential Right During the Extended Term: If Lessor intends to transfer all or any part of its interest in the Mineral Prospect or in or under
this Lease in accordance with the terms of an agreement which Lessor determines is acceptable, Lessor shall promptly notify Lessee of Lessor's intentions. The notice shall state all pertinent terms
and conditions of the intended transfer, and shall be accompanied by a copy of the agreement, contract, offer or other instrument governing the terms of the transfer. If the consideration for the
intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the
non-monetary consideration and stated in terms of cash or currency). Lessee shall have thirty (30) days from the date Lessee receives such notice to notify Lessor that Lessee elects
to acquire the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as described in Lessor's notice. If Lessee fails to elect within
the period provided for in this Section, Lessor shall have one hundred twenty (120) days following the expiration of such period to consummate the transfer to a third party at a price upon
terms no less favorable to Lessor than those offered by Lessor to Lessee in Lessor's notice. If Lessor fails to consummate the transfer to a third party within the period described in this Section,
Lessee's preferential right to acquire such offered interest shall be deemed to be revived. Any subsequent proposal by Lessor to transfer its interest in the Mineral Prospect in or under this Lease
shall be conducted in accordance with all of the procedures described in this Section. This Section shall apply during the 2 year extended term of this Lease in the Fourteenth Amendment to
Lessor and any successor or transferee (including any affiliate or successor by merger) but will not apply to (i) a corporate consolidation, merger, reorganization, amalgamation, takeover bid,
plan of arrangement, corporate acquisition or disposition (ii) any equity offering by Lessor or (iii) a transfer of direct or indirect control of Lessor to a non-affiliate third party
(whether in a single transaction or series of transactions) (iv) or any other such corporate transaction which has the effect of, directly or indirectly, selling, assigning transferring, or
otherwise disposing of all or part of this Mining Lease; or (v) assigning the Mining Lease to a wholly owned entity.
- 4.
- Except as amended by this Fourteenth Amendment and the prior thirteen amendments, all of the terms and conditions of the Mining Lease shall remain in full force and effect.
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- 5.
- A signed fax copy of this Fourteenth Amendment shall be equal to its original in every aspect and shall be in full force and effect and binding and shall be accepted as such by everyone, everywhere, fully enforceable.
LESSEE: TONKIN SPRINGS VENTURE LP |
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By: |
/s/ XXXXXX X. XXXXXX |
Date: |
December 23, 2008 |
|||
Title: President of Tonkin Springs Gold Mining Company General Partner of TSVLP |
||||||
LESSORS: GOLD STANDARD ROYALTY (NEVADA)INC. |
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| /s/ XXXXXX XXXXXXXX |
Date: | December 23, 2008 |
||||
/s/ XXXXXX X. XXXXXXX |
Date: |
December 23, 2008 |
||||
/s/ XXXX X. XXXXXXX |
Date: |
December 23, 2008 |
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ACKNOWLEDGMENTS
| PROVINCE OF | Ontario |
) | ||||
| ) ss. | ||||||
| CITY OF | Toronto |
) |
On this 23rd day of December, 2008, personally appeared before me, a Notary Public, XXXXXX X. XxXXXX, in his capacity as President of TONKIN SPRINGS GOLD MINING COMPANY, a Colorado corporation, which is Manager of TONKIN SPRINGS VENTURE LP, a Nevada limited partnership, which is the manager of TONKIN SPRINGS LLC, a Delaware limited liability company, who acknowledged that he/she executed the above FOURTEENTH AMENDMENT TO MINING LEASE on behalf of said company, freely and voluntarily and for the purposes therein mentioned.
| NOTARY PUBLIC |
| STATE OF | Nevada |
) | ||||
| ) ss. | ||||||
| COUNTY OF | Washoe |
) |
On this 23rd day of December, 2008, before me, a Notary Public in and for said State and County, personally appeared Xxxxxx Xxxxxxxx , who is VP Land & Corporate Development of the GOLD STANDARD ROYALTY (NEVADA) INC., a Nevada corporation, personally known (or proved) to me to be the person who executed the above FOURTEENTH AMENDMENT TO MINING LEASE, and acknowledged to me that he executed the same for purposes stated therein.
| NOTARY PUBLIC |
| STATE OF | Hawaii |
) | ||||
| ) ss. | ||||||
| COUNTY OF | Maui |
) |
On this 23rd day of December, 2008, personally appeared before me, a Notary Public, XXXXXX X. XXXXXXX and XXXX X. XXXXXXX, known to me to be the persons whose names are subscribed to the within instrument and, being authorized to do so, acknowledged that they executed the same as their free act and deed.
| Witness my hand and official seal. | ||
My commission expires: |
April 3, 2009 |
|
/s/ XXXXX X. XXXXXXXX Notary Public |
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FOURTEENTH AMENDMENT TO TONKIN MINING LEASE
