Exhibit 99.1
OATMAN GOLD
PROJECT ACQUISITION AGREEMENT
AMONG
ASPA GOLD CORP., formerly known as
RENAISSANCE BIOENERGY INC., as Purchaser
SEARCHLIGHT STRATEGIC RESOURCES, LLC, as Seller
AND
THE OTHER SELLERS IDENTIFIED IN EXHIBIT B
Dated as of December 8, 2010
OATMAN GOLD
PROJECT ACQUISITION AGREEMENT
This OATMAN GOLD PROJECT ACQUISITION AGREEMENT (this "Agreement"), dated as
of December 8, 2010 is made by and among ASPA GOLD CORP., formerly known as
RENAISSANCE BIOENERGY INC., a Nevada corporation with an address of 00000 Xxx
Xxxx Xx., Xxxxx X0-000, Xxxxxx Xxxxxx, XX 00000 U.S.A. ("Company"), Searchlight
Strategic Resources, LLC, an Arizona limited liability company with an address
of 0000 Xxxxxx Xxxx Xxxxxx., Xxx Xxxxx, XX 00000 U.S.A. ("SSR") (SSR and the
other Claimholders identified as such in Exhibit B being hereinafter referred to
as "Claimholder"), and the other Sellers identified in Exhibit B hereto
(Claimholder and such other Sellers being hereinafter referred to collectively
as the "Sellers").
1. Summary of Transaction.
In consideration of the respective ownership interests in the Company through
issuance of 24,400,000 (Twenty Four Million Four Hundred Thousand) restricted
shares of the Company's Common Stock referred to herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby sells to the Company all of its right, title and interest
in, to and under the unpatented lode and placer mining claims known as the
Oatman Gold Project and more particularly described in Exhibit A hereto upon the
terms and conditions set forth in this Agreement. Sellers collectively hold a
37.5% (Thirty seven and one half) undivided interest in the 22 (Twenty two)
unpatented placer claims included in the Oatman Gold Project and designated as
unpatented placer claims in Exhibit A, and such interest is hereinafter referred
to as the "Property".
2. Title to the Property.
A. Claimholder hereby represents and warrants to Company as follows:
(i) Claimholder owns or is able to convey the undivided interest held by
it in and to each of the unpatented mining claims included in the
Property as of the date hereof;
(ii) To the best of the knowledge, information and belief of Claimholder,
all such claims have been validly located and maintained in accordance
with all applicable laws and regulations;
(iii)All such claims are free and clear of all liens, claims, and
encumbrances whatsoever, subject only to the paramount interest of the
United States of America and / or the State of Arizona; all taxes, if
any, which may be or which may become a lien upon the Property, as of
the date hereof, have been paid;
2
(iv) The Property is not in any manner encumbered as a result of any
conduct or activity of Claimholder;
(v) Having secured the approval of its members to the terms and conditions
of this Agreement, Claimholder has full and complete authority to
execute this Agreement and to grant the rights herein conferred on
Company; and
(vi) Claimholder has no knowledge that any of the mining claims comprising
the Property are invalid, or that, except for any unpatented ground
lying within the Project Area, there are other senior mining claims in
conflict with any of such claims.
(vii)There are no outstanding options, rights of first offer or rights of
first refusal to purchase, right to acquire or lease the Project Area,
or any portion thereof or interest therein, except in favor of Seller.
(viii) There are no Proceedings (including condemnation or eminent domain
proceedings) pending or threatened against all or any part of the
Project Area.
(ix) There are no unrecorded contracts, leases, easements or other
agreements, rights or claims of third parties affecting the use,
title, occupancy or development of the Project Area.
3. Payments by the Company.
Following transfer of title to the Property under Section 7, Company shall pay
to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A
and (ii) the Claimholder's net smelter return (NSR) royalty under Section 8B.
Company's obligation to make payment under Section 8A and Section 8B shall cease
to accrue on the first to occur of (i) completion by Company of mining
operations, residual leaching and reclamation in the Project Area or (ii) other
decision of Company to terminate operations in the Project Area and, if
Claimholder so desires, to re-convey the property to Claimholder once
reclamation and other environmental obligations have been satisfied, although
this provision shall not relieve Company from its obligation to make payments
that accrued prior to such occurrence.
A. All payments shall be paid in US dollars in immediately available funds.
B Company will promptly issue to each Seller the number of shares of the
Company's Common Stock set forth in Exhibit B. The shares shall be validly
issued, fully paid and nonassessable.
3
4. Work Expenditures.
Until the earlier of (a) termination by Company of this Agreement under Section
6 or (b) transfer of title to the Company under Section 7, Company shall make
the work expenditures on or for the benefit of the Oatman Gold Project in the
following amounts:
A. The sum of US$100,000 (One hundred thousand dollars) on or before November
30, 2011.
B. The sum of US$100,000 (One hundred thousand dollars) on or before November 30
of each year thereafter.
Any excess of Work Expenditures in any year shall be carried forward to the
succeeding year. If Work Expenditures in any year are deficient and Company
desires to maintain this Agreement in effect, Company shall pay Claimholder in
immediately available funds a sum equal to the deficiency in lieu of the Work
Expenditure shortfall. For purposes of this Agreement, "Work Expenditures" is
defined as sums spent or incurred by Company directly on the Property for
exploration and development of the Property, including drilling, geochemical
sampling, geophysical or seismic survey, assaying, and ore reserve calculation;
metallurgical and engineering analyses; environmental and permitting analyses
and activities; feasibility studies; and financing investigations; plus 5% of
such direct costs in lieu of headquarters overhead and general and
administrative expenditures.
5. Rights and Obligations During Term.
The parties shall have the following rights and obligations prior to termination
of this Agreement:
A. Access to Property and Provision of Data.
Company shall have full access to the Property to conduct such investigations
and examinations as Company may deem desirable and to all information and data
in Claimholder's possession and control pertaining to the Property necessary or
desirable to enable Company to fully evaluate the Property and its commercial
feasibility. Claimholder agrees to cooperate fully with Company in its
investigation.
B. Activities by Company.
Company shall have exclusive possession of the Property, subject to the
paramount rights of the United States and / or the State of Arizona with respect
to unpatented mining claims included in the Property, and shall have the
exclusive right to conduct such exploration, evaluation, and development
activities on the Property (including bulk sampling) as Company may desire.
Claimholder shall provide at Company's expense all reasonable assistance to
Company for the obtaining of any permits, licenses, and third party consents
needed for such work. Company shall also have the right to contact the pertinent
4
federal, state, and local permitting agencies, and to negotiate with such
agencies.
C. Maintenance of Property.
Company shall maintain in good standing all unpatented mining claims that
comprise the Property. Company shall, as required by the Federal Government with
respect to unpatented mining claims on federal lands, perform required
assessment work or timely pay all claim maintenance or rental fees and all
required property taxes, and shall timely make all filings and recordings in the
appropriate governmental offices required in connection with such payments. In
the event Claimholder makes any such payment (although it shall have no
obligation to do so), Company shall promptly reimburse Claimholder for payment
of such holding costs upon receipt by Company of evidence of such payment.
Company shall have the right to amend or relocate in the name(s) of Claimholder
any unpatented mining claims included in the Property, to locate different types
of claims on ground covered by existing claims, and to locate any fractions.
D. Sharing of Data.
During each year, Company will share with Claimholder all information (including
interpretive and non-interpretive data, subject to typical disclaimers regarding
interpretive data and statements that Claimholder may not rely upon the same)
obtained from the exploration, evaluation, and development activities pertaining
to the Property, including providing a copy of any geological and other
principal reports relating to the Property, and will report to Claimholder in
writing at least quarterly regarding the progress of the exploration and
evaluation work and Work Expenditures made during the period.
E. Claimholder Access to Property.
Claimholder may have access to the Property at its sole risk on reasonable
notice, and shall be entitled to conduct tours of the Property for investor
relations and financing activities. Claimholder's exercise of its access rights
shall not interfere in any way with Company's operations on the Property, which
shall take precedence in the event of any conflict.
F. Conduct of Operations by Company at the Property.
All of the exploration, development, mining, milling and related work and any
other activities which may be performed by Company or its agents or contractors
hereunder shall be performed in accordance with all of the terms and conditions
of this Agreement and good mining practices, but the timing, nature, manner and
extent of any exploration, development or any other operations or activities
hereunder shall be in the sole discretion of Company, and there shall be no
implied covenant to begin or continue any such operations or activities.
5
G. Indemnity.
Except for damages sustained by Claimholder while on the Property pursuant to
Section 5F, Company agrees to indemnify and hold Claimholder and its affiliates,
and their respective, officers, directors, employees, agents, members, partners
and agents harmless from and against any loss, liability, cost, expense or
damage (including reasonable attorney's fees) that may be incurred for injury to
or death of persons or damage to property, or otherwise, as a result of Company
or its agents or contractors conducting any operations on or in connection with
the Property.
H. Insurance.
Company agrees to carry such insurance, covering all persons working at or on
the Property for Company, as will fully comply with the requirements of the
statutes of the State of Arizona pertaining to worker's compensation and
occupational disease and disabilities as are now in force or as may be hereafter
amended or enacted. In addition, Company agrees to carry liability insurance
with respect to its operations at the Property in reasonable amounts in
accordance with accepted industry practices. Company agrees that Claimholder
shall be named as an additional insured on all such policies, and agrees to
forward to Claimholder certificates of such insurance policies not later than 10
days prior to the date that Company commences any such activities on the
Property. Company shall have no right to commence any such activities until such
certificates are delivered to Claimholder.
I. Compliance with Laws.
Company agrees to conduct and perform all of its operations at the Property
during the term of this Agreement in compliance with all valid and applicable
federal, state and local laws, rules and regulations, including without
limitation laws, rules and regulations pertaining to environmental protection,
human health and safety, social security, unemployment compensation, wages and
hours and conditions of labor, and Company shall indemnify and hold Claimholder
harmless from and against any loss, liability, cost, expense or damage
(including reasonable attorney's fees) arising from or related to Company's
failure to comply with said laws.
J. Taxes.
During the term of this Agreement, Company shall be responsible for payment of
all taxes levied or assessed upon or against the Property, as well as any
facilities or improvements located thereon.
6
K. Liens and Encumbrances.
Company shall keep title to the Property free and clear of all liens and
encumbrances resulting from its operations hereunder; provided, however, that
Company may refuse to pay any claim asserted against it, which it disputes in
good faith. At its sole cost and expense, Company shall contest any suit, demand
or action commenced to enforce such a claim and, if the suit, demand or action
is decided by a court or other authority of ultimate and final jurisdiction
against Company or the Property, Company shall promptly pay the judgment and
shall post any bond and take all other action necessary to prevent any sale or
loss of the Property or any part thereof. Company shall permit Claimholder to
post Notices of Non-Responsibility at the collars of any shafts and in other
locations required under Arizona law in order to prevent certain liens from
attaching to the Property, and Company shall take all actions reasonably
necessary to keep such notices posted in these locations.
L. Reclamation and Remediation.
Company shall reclaim the Property, to the extent disturbed by Company during
the term of this Agreement, in accordance with and as required by applicable
federal, state and local laws, rules and regulations.
6. Right to Terminate.
A. Termination.
(1) By the Company.
Company may terminate this Agreement at any time at its sole option by giving
Claimholder 30 (Thirty) days' prior written notice, upon which all rights and
obligations of the parties under this Agreement shall cease, except for any
limitation of liability, indemnification, and confidentiality provisions set
forth herein; provided, however, that (i) if Company terminates this Agreement
after April 1 of any year, Company agrees to pay governmental fees and make all
governmental filings necessary to maintain the unpatented mining claims for the
assessment year commencing on September 1 next following such notice of
termination and (ii) if Company terminates this Agreement on or before April 30
of any year, Company shall remain obligated to comply with Section 4 for the
contract year ended June 30 of such year.
7
(2) By Claimholder.
In the event that (i) Company shall fail to pay any of its monetary obligations
under this Agreement when due and shall not pay same within 14 (Fourteen) days
following notice thereof by Claimholder or (ii) Company shall fail to perform
any of its nonmonetary obligations under this Agreement and shall not cure its
failure within 30 (Thirty) days following notice thereof by Claimholder (in each
case an "uncured default"), Claimholder may terminate this Agreement upon three
days written notice to Company. Termination pursuant to this Section 6.A. (2)
shall not excuse Company from any of its obligations, which accrued prior to the
date of termination, and Claimholder shall retain all of its rights in law or in
equity with respect thereto.
B. Return of Data.
As soon as practicable upon the termination of this Agreement, Company shall
return to Claimholder copies of all title, environmental, metallurgical,
geological, geophysical, milling and other data concerning the Property and
furnished by Claimholder or previous owners of the Property or their agents or
consultants to Company. At such time, Company shall also make available to
Claimholder for examination and copying all survey maps, drill hole logs, sample
locations and assays developed by Company with respect to the Property during
the term of this Agreement and not previously made available to Claimholder and
shall transfer custody to Claimholder of all drill cores.
C. Release.
Upon termination of this Agreement, Company will promptly execute and deliver to
Claimholder appropriate documents of conveyance releasing and conveying its
interest in the Property to Claimholder as their respective interests appear.
D. Surrender of Possession and Removal of Equipment.
Upon termination of this Agreement, Company shall surrender possession of the
Property, subject to the condition that Company shall have the right at any time
within one year (or such longer period as Company can demonstrate is reasonably
necessary) after such surrender or termination of this Agreement to (i) complete
any reclamation obligations required of Company under this Agreement or by
governmental law or regulation and (ii) remove all of its tools, equipment,
machinery, supplies, fixtures, buildings, structures and other property erected
or placed on such property by Company, excepting only timber, chutes and ladders
in place for underground entry and support. Title to such property not removed
within the time period set forth above shall, at the election of Claimholder,
pass to Claimholder. Alternatively, at the end of the time period set forth
above, Claimholder may remove any such property from the Property and dispose of
same in a commercially reasonable manner, all at the expense of Company.
8
7. Transfer of Title.
Title to the unpatented mining claims included in the Property shall be
transferred to the Company only upon completion of each and every one of the
following conditions: (a) the completion of a "positive" feasibility study for
the Property, (b) the making of an affirmative production decision for the
Property by Company's and any parent corporation's Boards of Directors and (c)
presentation to Claimholder of evidence satisfactory to Claimholder that Company
has obtained the financing necessary to develop and operate the Property. Unless
there is an uncured default by the Company that is continuing, Claimholder shall
deliver to Company, within 5 (five) business days of the notice of satisfaction
of the conditions set forth in the previous sentence, a special warranty deed in
form satisfactory to Company transferring title to a 100% (One hundred percent)
interest in the Property, and reserving to Claimholder the net profits interest
("NPI") in production from the Property and the net smelter returns royalty
("NSR"), each as set forth in Section 8 below. Company shall promptly record
said deed with the Mohave County Recorder and with the Arizona State Office of
the Bureau of Land Management. It is acknowledged and agreed that it is
presently the position of the U.S. Bureau of Land Management (BLM) that 160 (One
hundred and sixty) acre unpatented placer mining claims must, prior to
"discovery" (as that term is defined under the Mining Act of 1872 and subsequent
case law), be owned by at least 8 (Eight) persons. There are presently 8 (Eight)
owners of the 22 (Twenty two) unpatented placer claims included in the Oatman
Gold Project. Accordingly, the parties anticipate that title will be transferred
under this Section 7 to 8 persons designated by the Company if at the time of
transfer if this is still the position of the BLM at the time of transfer.
8. Claimholder NPI and NSR Royalty.
A. Claimholder NPI.
Claimholder reserves a 5% (Five percent) net profits interest ("NPI") in the
Property. For purposes of Claimholder's and Company's respective NPI, "Net
Profits" shall be calculated pursuant to generally accepted accounting
principles in the United States of America, provided, however, that the
calculation of net profits shall not include any benefit or loss from price
hedging and price protection arrangements conducted by or on behalf of Company
and, provided, further, that Company shall be entitled to deduct from revenues
only the following percentages of total operating costs in lieu of headquarters
overhead and headquarters general and administrative expenses: 3% (Three
percent) during the development/construction stage of operations and 1% (One
percent) during the mining and processing stage of operations and, provided,
further, that no deduction shall be made for depletion or depreciation.
Claimholder's NPI shall be a fully carried interest, and Claimholder shall not
be required to fund any expenses relating to the Property or its exploration ,
development, production or reclamation.
9
B. Net Smelter Returns Royalty.
In addition to Claimholder's NPI, Claimholder hereby reserves a net smelter
returns royalty ("NSR Royalty") for all commodities produced from the Property.
For purposes of this Agreement, the "net smelter return" is defined as the
amount of money which the smelter or refinery, as the case may be, pays the
Company for the commodity based on the then current spot price of gold, with
deductions for costs associated with further processing but without deductions
for taxes, calculated on an FOB mine site basis. The NSR Royalty shall be
payable based on the following sliding scale, based on the spot price of gold at
the time of production:
Over US$2,400 per ounce 8.0%
Over US$2,100 but under US$2,400 per ounce 7.0%
Over US$1,800 but under US$2,100 per ounce 6.0%
Over US$1,500 but under US$1,800 per ounce 5.0%
Over US$1,200 but under US$1,500 per ounce 4.0%
Over US$900 but under US$1,200 per ounce 3.0%
Over US$600 but under US$900 per ounce 2.0%
Under US$600 per ounce 1.0%
C. Payable in Kind; Payable Quarterly.
Claimholder may elect to receive in kind its NPI or its NSR Royalty (as
described below). Both royalties shall be payable quarterly.
9. "Project Area" / Area of Interest.
If either party or if any affiliate of a party, or any officer, director,
employee, partner, member or agent thereof, now has or hereafter acquires any
property interest within the boundaries of Twp 18N Range 20W or Twp 19N Range
20W, GSRBM, Arizona, or within one mile of the perimeter of such boundaries (the
"Project Area"), such party shall give prompt notice to the other party and such
property interests shall, at the option of the other party, exercised within 45
days after notice of such acquisition by the acquiring party, become part of the
Property and become subject to this Agreement (the "Additional Property").
10. Cross - Indemnity.
Each party ("Indemnifying Party") agrees to defend, indemnify and hold harmless
the other party, its successors, affiliates, assigns, officers, directors and
employees, members, partners and agents ("Indemnitees") from and against any and
all claims, actions suits, losses, liabilities, damages, assessments, judgments,
costs and expenses, including reasonable attorney's fees, arising out of or
pertaining to (i) any breach by the indemnifying party of any representation,
warranty or obligation under this Agreement or (ii) any activities conducted by
the Indemnifying Party or its agents on the Property.
10
11. Assignment.
Neither party may assign its rights and obligations under this Agreement without
the prior written consent of the other party, which consent shall not be
unreasonably withheld, provided, however, that Claimholder may assign its
interest at any time after December 31, 2010 to a third party without the
consent of Company if such third party agrees to assume all of Claimholder's
obligations under this Agreement, and provided further that Company may assign
its interest to an affiliated company or a successor without the consent of
Claimholder, provided that the assignee agrees to assume all of Company's
obligations under this Agreement and has a tangible net worth no less than that
of Company prior to the assignment.
12. Governing Law. Consent to Jurisdiction.
This Agreement shall be governed by the laws of the State of Arizona, excluding
any conflicts of laws principles. Each party consents to the exclusive
jurisdiction and venue of the federal and state courts sitting in Mohave County,
Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or
pertaining to this Agreement, and waives any argument that such courts are an
"inconvenient forum."
13. Affiliated Companies.
Each party shall take such actions as may be necessary to cause its affiliates
to comply with the obligations contemplated herein. "Affiliate" of a party means
any person, partnership, joint venture, corporation, or other form of enterprise
that directly or indirectly controls, is controlled by, or is under common
control with, the party.
14. Notices.
All notices required or permitted to be given hereunder shall be in writing and
shall be delivered to the parties by personal delivery, registered or certified
mail, facsimile transmission, or express delivery service at the addresses set
forth below, or to such other address as the parties may later designate by like
notice to each other:
Company:
ASPA GOLD CORP.
00000 Xxx Xxxx Xx., Xxxxx X0-000
Xxxxxx Xxxxxx, XX 00000 U.S.A.
SSR:
Searchlight Strategic Resources, LLC
0000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000 U.S.A.
11
The Other Sellers
As set forth on Exhibit B
All notices required or permitted to be given hereunder shall be deemed to have
been given on the date of actual receipt.
15. Dollars.
All dollar ($) amounts used in this Agreement or any Exhibit or Schedule hereto
are U.S. $ Dollars.
16. Other Business Opportunities.
This Agreement is, and the rights of the parties are strictly limited to the
matters set forth herein. Subject to the provisions of Section 9 relating to
Additional Property in the Project Area, the parties shall have the free and
unrestricted right to independently engage in and receive the full benefits of
any and all business ventures of any sort whatever, whether or not competitive
with the matters contemplated hereby, without consulting the other or inviting
or allowing the other to participate therein.
17. Confidentiality.
Except as set forth in Section 20, the parties hereto agree to treat all data,
reports, records and other information developed under this Agreement and
applicable to the Property as confidential, and unless any party is required by
any law, rule, regulation or order to disclose any of such information, it shall
not be disclosed to any person other than consultants, contractors or potential
investors or assignees, without the written agreement of both parties, which
will not unreasonably be withheld.
18. Memorandum for Recording.
Promptly following execution and delivery of this Agreement, the parties shall
execute for recording purposes a Memorandum of Conditional Sale Contract,
setting forth the basic terms and conditions of this Agreement as necessitated
or permitted by Arizona law. Company shall promptly record this Memorandum with
the La Paz County Recorder.
19. Public Announcements.
Disclosure of information relating to this Agreement or the Property may be made
by either party if such information is required to be disclosed to any federal,
state, provincial or local government or appropriate agencies and departments
thereof or if such information is required by law, stock exchange rule or
regulation to be publicly announced. Otherwise, public announcements or reports
by either party of information relating to this Agreement or the Property shall
be made only on the basis of agreed texts upon the prior written consent of the
12
other party, which consent shall not unreasonably be withheld. Each of
Claimholder and Company accordingly agrees that it will, not less than
forty-eight hours in advance of making public any information referred to in the
preceding sentence, give the other party written notice of the text of the
proposed report and provide the non-disclosing party with the opportunity to
object to the form and content thereof before the same is issued. The
non-disclosing party shall respond within forty-eight hours of receipt of such
notice, or its silence will constitute a waiver of objection to the terms of the
proposed text.
20. Waiver; Amendment.
Any of the terms or conditions of this Agreement may be waived at any time by
the party which is entitled to the benefit thereof, but such waiver must be in
writing and signed by the party granting the waiver. No such waiver shall affect
or impair the right of the waiving party to require observance, performance or
satisfaction of any other term or condition thereof. Any of the terms or
provisions of this Agreement may be amended or modified at any time, but only in
a writing signed by each of the parties hereto.
21. Severability.
In the event that any one or more of the provisions contained in this Agreement
or in any other instrument or agreement contemplated hereby shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any such other instrument or agreement.
22. Attorney's Fees.
In the event of any controversy, claim or dispute between the parties hereto,
arising out of or pertaining to this Agreement or the breach thereof, the
prevailing party shall be entitled to recover from the losing party reasonable
expenses, attorney's fees and costs.
23. Further Assurances.
At the request of either party, the parties shall execute and deliver any
further instruments, agreements, documents or other papers reasonably requested
by either party to effect the purposes of this Agreement and the transactions
contemplated hereby.
24. Counterparts.
This Agreement may be executed in multiple counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.
13
25. No Brokers or Finders.
Each party represents and warrants to the other party that all negotiations
relative to this Agreement and the transactions contemplated hereby have been
carried on by it in such manner as not to give rise to any valid claim against
either party, or any third party, for a brokerage commission, finder's fee or
other fee or commission arising by reason of the transactions contemplated by
this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]
14
IN WITNESS WHEREOF, the parties hereto, through their duly authorized
representative, have executed and delivered this Agreement as of the day and
year first above written.
ASPA GOLD CORP., formerly known as
RENAISSANCE BIOENERGY, INC.
A Nevada corporation
By: /s/ Xxxxxx Xxxxx Xxxxxxxxx
---------------------------------------
Name: XXXXXX XXXXX XXXXXXXXX
Title: PRESIDENT & CHIEF EXECUTIVE OFFICER
SEARCHLIGHT STRATEGIC RESOURCES, LLC
An Arizona limited Liability Company
By: /s/
---------------------------------------
Authorized Agent
MIDDLE VERDE DEVELOPMENT CO., LLC
An Arizona limited Liability Company
By: /s/
---------------------------------------
Authorized Agent
SEARCHLIGHT EXPLORATION, LLC
An Arizona limited Liability Company
By: /s/
--------------------------------------
Authorized Agent
XXXXX XXXX, S.A.
By: /s/
--------------------------------------
15
Exhibit A
Oatman Project
San Francisco Mining District
Mohave County, Arizona
Central Claim Block
Patented Claims:
Mineral rights only: The Lexington, Boston, Xxxxx, Happy New Year, Only Chance
and Big Xxxxxxx Xxxx Mining Claims, in the San Francisco Mining District, being
shown on Mineral Survey No. 2775, on file in the Bureau of Land Management, as
granted by Patent recorded in Book 22 of Deeds, Page 332, records of Mohave
County, Arizona.
Mineral rights only: The Bunker Hill Lode Mining Claim, in the San Francisco
Mining District, being shown on Mineral Survey No. 3190, on file in the Bureau
of Land Management, as granted by Patent recorded in Book 25 of Deeds, Page 557,
records of Mohave County, Arizona.
Unpatented Claims:
Name AMC # Recording Info. Date Located Acreage
---- ----- --------------- ------------ -------
Big Xxxx Xxxx * AMC357922 Bk4480 Pg821 T19N R20W Secs 22,23 3/15/2003 20
BJ#1 ** AMC357923 Bk4480 Pg823 T19N R20W Secs 22,23,24 3/15/2003 156.6
BJ#2 ** AMC357924 Bk4480 Pg826 T19N R20W Sec 26 3/15/2003 157.5
BJ#3 ** AMC357925 Bk4480 Pg829 T19N R20W Sec 26 3/15/2003 000
Xxx Xxxx #0 ** XXX000000 Bk4813 Pg703 T19N R20W Xxx 00 00/0/0000 000
Xxxx Xxxx * XXX000000 Bk4807 Pg100 T19N R20W Sec 24 12/7/2003 00
Xxx Xxxx #0 ** XXX000000 Bk4813 Pg706 T19N R20W Sec 24 12/7/2003 000
Xxx Xxxx #0 ** XXX000000 Bk4813 Pg709 T19N R20W Xxx 00 00/0/0000 000
Xxxxxxxx Xxxxx Xxxxx
Unpatented Claims:
Armil Lode * XXX000000 Bk4836 Pg672 T18N R20W Secs 4,9 1/4/2004 20
GQ#1 **AMC357926 Bk4480 Pg832 T18N R20W Secs 9, 10 3/15/2003 140
GQ#2 **AMC360429 Bk4826 Pg672 T18N R20W Secs 4,9 12/25/2003 160
GQ#3 **AMC360430 Bk4826 Pg158 T18N R20W Secs 10,15 12/25/2003 155
GQ#4 **AMC360431 Bk4836 Pg674 T18N R20W Secs 4,5 1/4/2004 160
GQ#5 **AMC361420 Bk4926 Pg309 T18N R20W Sec 4 3/6/2004 155
T19N R20W Secs 32, 33
GQ#6 **AMC361421 Bk4926 Pg312 T18N R20W Sec 4 3/6/2004 160
T19N R20W Sec 33
GQ#7 **AMC361422 Bk4926 Pg315 T18N R20W Secs3, 4 3/6/2004 160
T19N R20W Secs 33, 34
GQ#8 **AMC361423 Bk4926 Pg318 T18N R20W Sec 3 3/6/2004 159.37
T19N R20W Sec 34
GQ#9 **AMC361424 Bk4926 Pg321 T18N R20W Xxx 0 0/0/0000 000
X00X X00X Xxx 00
XX#00 **AMC361514 Bk4926 Pg 324 T18N R20W Sec 4 3/6/2004 160
GQ#11 **AMC361515 Bk4926 Pg327 T18N R20W Sec 3, 4 3/6/2004 160
GQ#12 **AMC361516 Bk4926 Pg330 T18N R20W Secs 2,3 3/6/2004 160
16
GQ#13 **XXX000000 Bk4926 Pg333 T18N R20W Secs 2,3 3/6/2004 160
GQ#14 **AMC361518 Bk4926 Pg336 T18N R20W Secs 3,4 3/6/2004 160
GQ#15 **AMC361076 Bk4926 Pg339 T18N R20W Secs 3,4,9,10 3/6/2004 159
GQ#16 **AMC361077 Bk4926 Pg342 T18N R20W Sec 10 3/6/2004 160
Lazy Boy * AMC362675 Bk5201 Pg555 T18N R20W Sec 2 9/3/2004 20
T19N R20W Secs 34, 35
Peerless * AMC362682 Bk5201 Pg557 T19N R20W Sec34 9/3/2004 20
Paragon * AMC362681 Bk5201 Xx000 X00X X00X Xxx 0 0/0/0000 00
Xxxxxx Xxxxxx * AMC362683 Bk5201 Pg561 T18N R20W Xxx 0 0/0/0000 00
X00X X00X Xxx 00
Xxxxxx Xxxxxxxx * AMC362680 Bk5201 Pg563 T18N R20W Sec 5 9/3/2004 20
Xxxxxx May 1 * AMC362676 Bk5201 Pg565 T18N R20W Sec 5 9/3/2004 20
Xxxxxx May 14 * AMC362677 Bk5201 Pg567 T18N R20W Sec 4 9/3/2004 20
Xxxxxx May 20 * AMC362678 Bk5201 Pg569 T18N R20W Secs 4, 9 9/3/2004 20
Xxxxxx May 39 * AMC362679 Bk5201 Pg571 T18N R20W Xxxx 0, 00 0/0/0000 00.0
Xxxxxxx #1 * AMC362672 Bk5201 Pg573 T18N R20W Xxxx 0, 00 0/0/0000 00
Xxxxxxx #2 * AMC362673 Bk5201 Pg575 T18N R20W Xxxx 00, 00 0/0/0000 00
Xxxxxxx #3 * AMC362674 Bk5201 Pg577 T18N R20W Secs 10, 15 9/3/2004 20
----------
* unpatented lode claim
** unpatented placer claim
17
EXHIBIT B
SELLERS
Name and Address Number of Shares of Common Stock
---------------- --------------------------------
Searchlight Strategic Resources, LLC* 6,000,000
0000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
Middle Verde Development Co., LLC* 6,000,000
0000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
Searchlight Exploration, LLC* 6,000,000
0000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
Xxxxx Xxxx, S.A. 6,400,000
Suite # 789
33 Harbour Bay Drive
Nassau
New Providence
BAHAMAS
----------
* Denotes Claimholder
18
