FIRST AMENDMENT TO OPTION AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
FIRST AMENDMENT TO
OPTION AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS FIRST AMENDMENT (the "Amendment") to the Option Agreement for Purchase and Sale of Real Property dated as of October 14, 2021 (the "Option Agreement"), is entered into as of September 8, 2022 (the "Amendment Effective Date"), by and among Homestake Mining Company of California, a California corporation ("Homestake") and LAC Minerals (USA) LLC, a Delaware limited liability company ("LAC Minerals" and together with Homestake, the "Owners"), DTRC LLC (formerly known as Dakota Territory Resource Corp.), a Nevada limited liability company (the "Option Holder"), and Dakota Gold Corp., a Nevada corporation ("Dakota Gold"). Homestake shall act as the "Administrative Agent") of Owners under this Amendment. Homestake, LAC Minerals, Option Holder and Dakota Gold sometimes may be referred to in this Amendment individually as a "Party", and collectively as the "Parties".
RECITALS
A. Owners and Option Holder entered into the Option Agreement.
B. The Parties desire to amend the Option Agreement and Related Agreements as set forth in this Amendment.
C. Option Holder is a wholly-owned subsidiary of Dakota Gold, which is made a Party for the purpose of the share issuance contemplated under Section 6 of this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings given thereto in the Option Agreement and Related Agreements.
2. Amendment to Definition of "Dakota Shares".
(a) The definition of Dakota Shares in Section 1.13 of the Option Agreement hereby is deleted in its entirety and replaced with the following:
"Shares of common stock, par value $0.001 per share, of Dakota Gold Corp., a Nevada corporation, as the parent company of Option Holder."
(b) For the purpose of clarity, the Parties acknowledge and agree that all share issuances by Option Holder contemplated under the Option Agreement as of and after the Amendment Effective Date shall be issued by Xxxxxx Xxxx.
3. Extension of Option Period. The definition of Option Period in Section 1.38 of the Option Agreement hereby is deleted in its entirety and replaced with the following:
"The period that begins on the Effective Date and ends on the earlier of (a) March 7, 2026, and (b) the date the Option Holder delivers to the Administrative Agent the Option Exercise Notice."
4. Amendment to Property Description. The descriptions of (a) Property in Exhibit B to the Option Agreement; (b) Mining Property in Exhibit A to the Purchase Agreement; (c) Mining Property in Exhibit A to the Quitclaim Deed; and (d) Mining Property in Exhibit A to the Memorandum of Option hereby are deleted in their entirety and replaced with the property description set forth in Appendix I to this Amendment (the "Amended Property Description").
5. Mine Map. The Mine Map set forth in Schedule I to the Quitclaim Deed hereby is deleted in its entirety and replaced with the map set forth in Appendix II to this Amendment.
6. Consideration. In consideration for this Amendment, on the Amendment Effective Date, Dakota Gold shall issue to Owners or their designee as determined by the Administrative Agent, 180,000 freely tradable Xxxxxx Xxxxxx (as the definition of that term has been revised by this Amendment) (the "Amendment Consideration Shares"), which Amendment Consideration Shares shall be registered in the name of Owners or their designee in book-entry form. The Administrative Agent, on behalf of Owners, shall promptly provide to Dakota Gold and its transfer agent such documentation reasonably requested by them in connection with the delivery of the Amendment Consideration Shares to Owners or their designee, as determined by the Administrative Agent.
7. Miscellaneous Provisions.
(a) The Parties agree that, except as specifically modified by this Amendment, the Option Agreement remains in full force and effect in accordance with its terms. This Amendment shall not be construed as a waiver or amendment of any other provision of the Option Agreement or for any purpose, except as expressly set forth herein.
(b) This Amendment shall be governed by and construed in accordance with the laws of the State of South Dakota without reference to the conflict of law provisions thereof.
(c) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Amendment may be validly executed and delivered by facsimile, portable document format (.pdf) or other electronic transmission, and a signature by facsimile, portable document format (.pdf) or other electronic transmission shall be as effective and binding as delivery of a manually executed original signature.
(d) Option Holder promptly shall prepare and record an amendment to the Memorandum of Option in the form of Appendix III to reflect the amendment to the Mining Property as set forth in the Memorandum of Option with the Amended Property Description (the "Amended Memorandum of Option") and shall provide to Owner a copy of the recorded Amended Memorandum of Option.
(e) This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns permitted by the Option Agreement.
[REMAINDER OF PAGE LEFT BLANK]
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the Effective Date.
| HOMESTAKE MINING COMPANY OF CALIFORNIA |
LAC MINERALS (USA) LLC | |
| By: "Xxxxxxx Xxxxxx" Name: Xxxxxxx Xxxxxx Title: President |
By: "Xxxxxxx Xxxxxx" Name: Xxxxxxx Xxxxxx Title: President |
|
| DTRC LLC | DAKOTA GOLD CORP. | |
| By: "Xxxxxxxx Xxxx" Name: Xxxxxxxx Xxxx Title: On behalf of Xxxxxx Xxxx Corp., its manager |
By; "Xxxxxxxx Xxxx" Name: Xxxxxxxx Xxxx Title: President & CEO |
APPENDIX I
AMENDED PROPERTY DESCRIPTION
LEGAL DESCRIPTION
Properties, Property Agreements and Royalties
(All Properties are located within T5N, R2E; T5N, R3E; X0X, X0X; X0X, X0X,, B.H.M., Xxxxxxxx County, South Dakota)
Mineral Properties
Owned by LAC Minerals:
Enterprise patented lode mining claim, M.S. 407, located in Sections 10 and 15
Surprise patented lode mining claim, M.S. 408, located in Sections 10 and 15
Carbonate patented lode mining claim, M.S. 417, located in Section 15
Xxx Xxxxx patented lode mining claim, M.S. 425, located in Section 10
Xxxxxxxx patented lode mining claim, M.S. 426, located in Section 10
Far West patented lode mining claim, M.S. 428, located in Sections 10 and 15
Xxxxx patented lode mining claim, M.S. 437, located in Section 10
Xxxxxx patented lode mining claim, M.S. 438, located in Section 10
Xxxxxxxxx patented lode mining claim, M.S. 440, located in Sections 10 and 15
Xxxxxx patented lode mining claim, M.S. 441, located in Section 15
Ultimo patented lode mining claim, M.S. 442A, located in Section 15
Tidiout patented lode mining claim, M.S. 443, located in Section 15
Utica patented lode mining claim, M.S. 447A, located in Section 15
Antietam patented lode mining claim, M.S. 448A, located in Section 15
Blue Bird patented lode mining claim, M.S. 449, located in Section 15
Carbonate Fraction #1 patented lode mining claim, M.S. 450, located in Section 15
Carbonate Fraction #2 patented lode mining claim, M.S. 451, located in Section 15
Mutual patented lode mining claim, M.S. 465, located in Section 15
Washington patented lode mining claim, M.S. 466, located in Section 15
May Queen patented lode mining claim, M.S. 473, located in Section 15
Hercules patented lode mining claim, M.S. 474, located in Section 15
Adelphi patented lode mining claim, M.S. 489, located in Section 15
Spanish patented lode mining claim, M.S. 679, located in Section 15
Richmond patented lode mining claim, M.S. 680, located in Section 15
Brooklyn patented lode mining claim, M.S. 874, located in Section 15
J.M., Xxxx, Xxxxx, Xxxxxx X, Xxxx B, Xxxxxx, Xxxxxx X, Xxxx, Xxxxxx, Xxxxxx X, Xxxx, Virginia, Xxxxxxx, Xxxxxx X, Xxxxx, Xxxxxx, Xxxxxx Xxxxxxx, Xxxx, Xxxxx X patented lode mining claims, M.S. 977, located in Sections 22, 23, 26 and 27
Cloride Fr., Xxxxxxx, Xxxxx, Anis patented lode mining claim, M.S. 1022, located in Section 15
Rattler and Gilroy patented lode mining claim, M.S. 1043, located in Sections 10 and 15
Nankipoo, Delaunay patented lode mining claim, M.S. 1278, located in Section 15
Aliance, Xxxxxx, Xxxxxx Xxxxx, Black Bird, Golden Eagle Xx. 0, Xxxxxxx, Xxxxxxx Xx. 0, Xxxxxxx No. 4, Dakota, Darboy, Havana Xx. 0, Xxxxxx Xx. 0, Xxxxx Xxxx Xx. 0 patented lode mining claims, M.S. 1376, located in Sections 10, 11, 14 and 15
Independent, Independent No. 1, Republick patented lode mining claims, M.S. 1398, located in Section 15
Joplin Xx. 0, Xxxxxx Xx. 0, Xxxxxx Xx. 0, Xxxxx-Xxxx, Magnetic patented lode mining claims, M.S. 1436, located in Sections 15 and 22
Crest, Samoa, Co-moa, Sylvanite Xx. 0, Xxxxxxxxx Xx. 0, Xxxxx, Volt, Seven-B, Storm King, Vigor patented lode mining claims, M.S. 1440, located in Sections 15, 16, 21 and 22
Cashier, LaPlata patented lode mining claims, M.S. 1469, located in Section 00
Xxxxxxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxx, Xxxxx Side Fraction patented lode mining claims, M.S. 1529, located in Sections 15 and 16
Xxxx patented lode mining claim, M.S. 1569, located in Section 00
Xx. Xxxxx Xx. 0, Xxxxxx Mable, Josephine, St. Cloud Xx. 0, Xx. Xxxxx Xx. 0, Xxxxxxxx, Xxxxxx Fraction #3, Grand Deposit No. 2, Tartar, Red Cloud, Red Cloud Frac., Valley Frac. patented lode mining claims, M.S. 1655, located in Sections 15 and 22
Xxxxxxx patented lode mining claim, M.S. 1769, located in Section 14
Mars No. 1 patented lode mining claim, M.S. 1851, located in Section 15
Legal Tender, Diamond Point, Xxx Xxxxx, Xxxxxxx No. 1, Cotton Tail Frac. patented lode mining claims, M.S. 1872, located in Section 22
Xxxxx, Creston, Morning Glory, Vindicator patented lode mining claims, M.S. 1910, located in Section 00
Xxxxx, Xxxxx patented lode mining claims, M.S. 2033, located in Sections 10 and 15
Govt. Lots 3, 9, 10, 12, 13, located in Section 15
Tracts 0102-A, 0102-B, 0103-B, located in Section 15
Govt. Lot 1, 2, 4 and 5 located in Section 22
Govt. Lots 9 and 10, located in Xxxxxxx 00
Xxxxx 0000-X, located in Section 23
Owned by Homestake:
Yankee Boy, Yankee Boy No. 3, Yankee Boy No. 4, Alliance Xx. 0, Xxxxxx Xxxxxxx Xx. 0, Xxxxx Charta and General Xxx Xxxxxx patented lode mining claims, M.S. 1406, located in Section 14
Tract 1 of M.S. 1829, as shown on Plat Document Number 2014-1022, located in Sections 22 and 23
Los Angeles Xx. 0, Xxx Xxxxxxx Xx. 0 xxx Xxx Xxxxxxx No. 3 patented lode mining claims, M.S. 1617, located in Section 23
Stella Xx. 0, Xxxxxx Xx. 0, Xxxxxxxxx Xx. 0 and Xxxxxxxxx No. 7, patented lode mining claims, M.S. 1862, located in Sections 23 and 26
Govt. Lot 10, located in Section 11
Govt. Lot 12, located in Section 13
Govt. Lots 2, 3, 4, 7, 8, 9 and 10, located in Section 14
Govt. Lots 1, 2, 3, 4, 5, 6, 7 and 8, located in Section 23
Govt. Lots 12, 13 and 14, located in Section 24
Owned by Homestake - Minerals Only:
Old Reliable patented lode mining claim, M.S. 348, located in Xxxxxxx 00
Xxxxxx, Xxxxxxx, Xxxxxxxx and Union patented lode mining claims, M.S. 1092, located in Sections 13, 14 and 00
Xxxxx Xxxxx, Xxxxxxxx, Xxxxx Fraction, Japan Fraction patented lode mining claims, M.S. 1247, Sections 13 and 00
Xxxxxx Xx. 0, Xxxxxx Xxxx, Xxxxxx Xxxx No. 2 patented lode mining claims, M.S. 1406, located in Section 00
Xxxxxx, Xxxxx Xx. 0, Xxxxx, Xxxxxx, Xxxxxx, Xxx patented lode mining claims, M.S. 1822, located in Section 14
Owned by LAC Minerals - Unpatented Lode Mining Claims:
L&O Xx. 00 XXX xxxxxx Xx. XXX 00000 Located in Section 15
NJB 72 BLM serial No. MMC 165019 Located in Section 15
Owned by Homestake - Wharf Area Mineral - 100%
General Xxxxx, M.S. 675, located in Xxxxxxx 0, X0X, X0X, B.H.M.;
Boss lode, M.S. 839, located in Xxxxxxx 0, X0X, X0X, B.H.M.;
Big Sam, Francis, Xxxxxxxxxxx, Xxxxxx, Xxxx Xxxx and Xxxxxxxx xxxxx, M.S. 930, located in Xxxxxxx 0, X0X, X0X, X.X.X.;
Xxxxx Xxxx lode, M.S. 935, located in Xxxxxxx 0, X0X, X0X, B.H.M.;
Xxxxxxx, Xxxx, Lemans, Oro and Oro Fraction lodes, M.S. 1109, located in Sections 12 and 13, T4N, R2E, BH.M.;
West Wedge Fraction, West End, Xxxxxxx, Moonlight, Sunrise, Sunset Fraction, Xxxxxx xxxxx, M.S. 1114, located in Xxxxxxx 00, X0X, X0X, and Xxxxxxx 0, X0X, X0X, B.H.M.;
Camden, Ford and Xxxxxxx xxxxx, M.S. 1141, located in Sections 34 and 35, T5N, R2E, B.H.M.;
Xxxx and Xxxxx Xxxx xxxxx, M.S. 1168, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
Buffalo, Deadwood, Link Fraction, May lodes, M.S. 1283, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
1 This claim is currently listed in BLM records as owned by St. Xxx Xxxxxxxx Xxxx.
2 This claim is currently listed in BLM records as owned by Bond Gold Richmond.
Cardinal and Longpoint Fraction lodes, M.S. 1288, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
Xxxx, Xxxx Fraction, Xxxxx, Xxxx, Xxxxx, Lightning, Thunder lodes, M.S. 1289, located in Sections 27 and 28, T5N, R2E, B.H.M.;
Xxxxx X. Xxxxxx, M.S. 1349, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
Xxxx xxxx, M.S. 1468, located in Sections 33 and 34, T5N, R2E, B.H.M.;
Genessee, Grenada, Peerless, Xxxxxxx xxxxx, M.S. 1616, located in Xxxxxxx 0, X0X, X0X, B.H.M.;
Snorter and Snorter Fraction lodes, M.S. 1643, located in Sections 33 and 34, T5N, R2E, B.H.M.;
Maid of Xxxx, Telegram, Xxxxxx, B&M Fraction lodes, M.S. 1659, located in Sections 33 and 34, T5N, R2E, and Xxxxxxx 0, X0X, X0X, B.H.M.;
Belligerent, Belligerent Fraction, Belligerent Xx. 0, Xxxxxxxxxxx Xx. 0, Xxxx Xxxx Fraction lodes, M.S. 1673, located in Sections 27 and 34, T5N, R2E, B.H.M.;
Xxxxxxx lode, M.S. 1792, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
Leased Mineral Rights
Xxxxxxx, Cleveland, Xxxxxx Xxxxxxx, Standard and Xxxxxxxx patented lode mining claims, M.S. 1382, located in Section 23, which claims are leased by LAC pursuant to a Lease Agreement dated November 15, 1984 between Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, husband and wife, as lessors, and St. Xxx Xxxxxxxx Corporation, as lessee, a short form of which is recorded in Xxxxxxxx County, South Dakota as document number 84-3814 (the "Xxxxxxxx Lease").
Property Agreements
The Xxxxxxxx Lease.
Material Contracts
1. Restated Joint Venture Agreement dated December 2, 1988, between Homestake Mining Company of California, as successor-in-interest to Statmon Technologies Corp., and LAC Minerals (USA) LLC, as successor-in-interest to Bond Gold Richmond Hill Inc., and all judicial orders, decisions and opinions relating thereto, including without limitation Order Following Court Trial in Fowler v. LAC Minerals (USA), LLC, Civ. No. 08-5043-JLV (D. S.D. August 10, 2011); Judgment in Fowler v. LAC Minerals (USA), LLC, Civ. No. 08-5043-JLV (D. S.D. August 10, 2011); and opinion in Fowler v. LAC Minerals (USA), LLC, 694 F.3d 930 (8th Cir. 2012).
2. Easement Agreement dated February 22, 1998 between Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxx as grantors and LAC Minerals (USA) Inc. as grantee.
3. Settlement Agreement dated June 15, 2000 among Xxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx, LAC Minerals (USA) Inc. and Xxxx Xxxx, and Order related thereto in the matter of Xxxxx X. Xxxxxxxx et al. v. LAC Minerals (USA) Inc., Civ. No. 99-5083-KES (D. S.D. June 15, 2000).
4. Xxxx, Xxxxx of Easements and Right of First Refusal dated April 18, 2003 from Homestake Mining Company of California to Xxxxxx X. Xxxxxx and Xxxxx Xxxxxx, as modified by Relinquishment and Release of First Right to Purchase dated November 2, 2007 from Maitland Partners, L.L.C. to Homestake Mining Company of California.
5. All instruments and documents relating to the Properties, or any of them, contained in the records of the Xxxxxxxx County Register of Deeds Office or in the files of the United States Bureau of Land Management or in the files of the South Dakota Department of Environment & Natural Resources, or in any other public records, to which LAC or Homestake is a party or the successor to a party.
Documents creating Royalties
1. The Xxxxxxxx Lease.
2. Mining Deed dated May 24, 1968 from Fillmore and Company, W. O. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, as grantors, to Congo Uranium Company, as grantee, recorded in Xxxxxxxx County, South Dakota as document number 84-1176.
3. Warranty Deed dated June 2, 1976 from Iwalana X. Xxxx (fka Iwalana X. Xxx), as grantor, to Homestake Mining Company, as grantee, recorded in Xxxxxxxx County, South Dakota as document number 82-5846.
4. Xxxxx, Bargain and Sale Deed dated April 11, 2014 from Xxxxxxxx X. Xxxxxxx, trustee, Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx, as grantors, to Homestake Mining Company of California, as grantee, recorded in Xxxxxxxx County, South Dakota as document number 2014-01773.
[End]
APPENDIX II
MAP
APPENDIX III
AMENDED MEMORANDUM OF OPTION
(See Attached)
HOMESTAKE MINING COMPANY OF CALIFORNIA
and
LAC MINERALS (USA) LLC
Optionors
and
DTRC LLC
Optionee
and
Dakota Gold
MEMORANDUM OF FIRST AMENDMENT TO OPTION
Dated as of September; 8, 2022
The properties affected by the within instrument are located in Xxxxxxxx County, South Dakota
Prepared by and Record and Return to:
Xxxxx Xxxxxxxx Faillers
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxx, XX 00000
Attn: Xxxx X. Xxxxxxxx
Telephone: (000) 000-0000
MEMORANDUM OF FIRST AMENDMENT TO OPTION
THIS MEMORANDUM OF FIRST AMENDMENT TO OPTION AGREEMENT
("Memorandum") dated as of the 8th day of September 2022, by and among HOMESTAKE MINING COMPANY OF CALIFORNIA, a California corporation and LAC Minerals (USA) LLC, a Delaware limited liability company (collectively, "Optionors"), DTRC LLC (formerly known as Dakota Territory Resources Corp.), a Nevada limited liability company ("Optionee"), and Dakota Gold Corp., a Nevada corporation ("Dakota Gold").
Optionors and Optionee acknowledged the following:
Optionors and Optionee are parties to that certain Option Agreement for Purchase and Sale of Real Property dated as of October 14, 2021 (the "Option Agreement"), pursuant to which Optionors granted to Optionee the exclusive and irrevocable option (the "Option") to purchase certain fee lands and patented mining claims situated in Xxxxxxxx County, South Dakota, which are more particularly described in the Option Agreement (the "Original Memorandum"). The property subject to the Option Agreement is more particularly described in Exhibit A to each of the Option Agreement and the Original Memorandum (the "Original Property Description"). Optionee is a wholly-owned subsidiary of Dakota Gold.
Optionors, Optionee and Dakota Gold have entered into that certain First Amendment to Option Agreement for Purchase and Sale of Real Property dated September 8, 2022 (the "First Amendment") to, among other things, extend the Option Period and amend and replace the Original Property Description as it contained certain errors.
The Option Agreement, as amended by the First Amendment, affects the fee lands and
patented and unpatented mining claims situated in Xxxxxxxx County, South Dakota, more particularly described in Exhibit A attached hereto and made a part hereof (the "Amended Property Exhibit"). In furtherance of the foregoing, the property exhibit attached to the Original Memorandum is hereby amended by deleting the respective exhibits in their entirety and replacing them with the Amended Property Exhibit.
This Memorandum is intended only for recording purposes to provide notice of certain terms and conditions contained in the Option Agreement and is not to be construed as a complete summary of the terms and conditions thereof. This Memorandum is subject to the Option Agreement, and any amendments, modifications, alterations, renewals, and extensions of the Option Agreement. The terms and provisions of the Option Agreement are incorporated in this Memorandum by reference. If there is any conflict between this Memorandum and the Option Agreement the provisions of the Option Agreement shall control.
This Memorandum may be executed in multiple counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document.
IN WITNESS WHEREOF, the Parties hereto have caused this Memorandum as of the date first written above.
| HOMESTAKE MINING COMPANY OF CALIFORNIA | LAC MINERALS (USA) LLC | |
| By;________________________________________ Name:_____________________________________ Title:______________________________________ |
By:_________________________________________ Name:______________________________________ Title:_______________________________________ |
|
| DTRC LLC | DAKOTA GOLD CORP. | |
| By;________________________________________ Name:_____________________________________ Title:______________________________________ |
By;________________________________________ Name:_____________________________________ Title:______________________________________ |
Optionor Acknowledgement
STATE OF ________________)
) ss:
COUNTY OF ______________)
On the ____ day of _______, 2022 before me, the undersigned, a Notary Public in and for said State, personally appeared __________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
| Notary Public |
Optionor Acknowledgement
STATE OF ________________)
) ss:
COUNTY OF ______________)
On the ____ day of _______, 2022 before me, the undersigned, a Notary Public in and for said State, personally appeared __________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
| Notary Public |
Optionee Acknowledgement
STATE OF ________________)
) ss:
COUNTY OF ______________)
On the ____ day of _______, 2022 before me, the undersigned, a Notary Public in and for said State, personally appeared __________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
| Notary Public |
Dakota Gold Acknowledgement
STATE OF ________________)
) ss:
COUNTY OF ______________)
On the ____ day of _______, 2022 before me, the undersigned, a Notary Public in and for said State, personally appeared __________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
| Notary Public |
EXHIBIT A
LEGAL DESCRIPTION
Properties, Property Agreements and Royalties
(All Properties are located within T5N, R2E; T5N, R3E; T4N, R2E; T4N, R3E, B.H.M.,
Xxxxxxxx County, South Dakota)
Mineral Properties
Owned by LAC Minerals:
Enterprise patented lode mining claim, M.S. 407, located in Sections 10 and 15
Surprise patented lode mining claim, M.S. 408, located in Sections 10 and 15
Carbonate patented lode mining claim, M.S. 417, located in Section 15
Xxx Xxxxx patented lode mining claim, M.S. 425, located in Section 10
Xxxxxxxx patented lode mining claim, M.S. 426, located in Section 10
Far West patented lode mining claim, M.S. 428, located in Sections 10 and 15
Xxxxx patented lode mining claim, M.S. 437, located in Section 10
Xxxxxx patented lode mining claim, M.S. 438, located in Section 10
Xxxxxxxxx patented lode mining claim, M.S. 440, located in Sections 10 and 15
Xxxxxx patented lode mining claim, M.S. 441, located in Section 15
Ultimo patented lode mining claim, M.S. 442A, located in Section 15
Tidiout patented lode mining claim, M.S. 443, located in Section 15
Utica patented lode mining claim, M.S. 447A, located in Section 15
Antietam patented lode mining claim, M.S. 448A, located in Section 15
Blue Bird patented lode mining claim, M.S. 449, located in Section 15
Carbonate Fraction #1 patented lode mining claim, M.S. 450, located in Section 15
Carbonate Fraction #2 patented lode mining claim, M.S. 451, located in Section 15
Mutual patented lode mining claim, M.S. 465, located in Section 15
Washington patented lode mining claim, M.S. 466, located in Section 15
May Queen patented lode mining claim, M.S. 473, located in Section 15
Hercules patented lode mining claim, M.S. 474, located in Section 15
Adelphi patented lode mining claim, M.S. 489, located in Section 15
Spanish patented lode mining claim, M.S. 679, located in Section 15
Richmond patented lode mining claim, M.S. 680, located in Section 15
Brooklyn patented lode mining claim, M.S. 874, located in Section 15
J.M., Xxxx, Xxxxx, Xxxxxx X, Xxxx B, Xxxxxx, Xxxxxx X, Xxxx, Xxxxxx, Xxxxxx X, Xxxx, Virginia, Xxxxxxx, Xxxxxx X, Xxxxx, Xxxxxx, Xxxxxx Xxxxxxx, Xxxx, Xxxxx X patented lode mining claims, M.S. 977, located in Sections 22, 23, 26 and 27
Cloride Fr., Xxxxxxx, Xxxxx, Anis patented lode mining claim, M.S. 1022, located in Section 15
Rattler and Gilroy patented lode mining claim, M.S. 1043, located in Sections 10 and 15
Nankipoo, Delaunay patented lode mining claim, M.S. 1278, located in Section 15
Aliance, Xxxxxx, Xxxxxx Xxxxx, Black Bird, Golden Eagle Xx. 0, Xxxxxxx, Xxxxxxx Xx. 0, Xxxxxxx No. 4, Dakota, Darboy, Havana Xx. 0, Xxxxxx Xx. 0, Xxxxx Xxxx Xx. 0 patented lode mining claims, M.S. 1376, located in Sections 10, 11, 14 and 15
Independent, Independent No. 1, Republick patented lode mining claims, M.S. 1398, located in Section 15
Joplin Xx. 0, Xxxxxx Xx. 0, Xxxxxx Xx. 0, Xxxxx-Xxxx, Magnetic patented lode mining claims, M.S. 1436, located in Sections 15 and 22
Crest, Samoa, Co-moa, Sylvanite Xx. 0, Xxxxxxxxx Xx. 0, Xxxxx, Volt, Seven-B, Storm King, Vigor patented lode mining claims, M.S. 1440, located in Sections 15, 16, 21 and 22
Cashier, LaPlata patented lode mining claims, M.S. 1469, located in Section 00
Xxxxxxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxx, Xxxxx Side Fraction patented lode mining claims, M.S. 1529, located in Sections 15 and 16
Xxxx patented lode mining claim, M.S. 1569, located in Section 00
Xx. Xxxxx Xx. 0, Xxxxxx Mable, Josephine, St. Cloud Xx. 0, Xx. Xxxxx Xx. 0, Xxxxxxxx, Xxxxxx Fraction #3, Grand Deposit No. 2, Tartar, Red Cloud, Red Cloud Frac., Valley Frac. patented lode mining claims, M.S. 1655, located in Sections 15 and 22
Xxxxxxx patented lode mining claim, M.S. 1769, located in Section 14
Mars No. 1 patented lode mining claim, M.S. 1851, located in Section 15
Legal Tender, Diamond Point, Xxx Xxxxx, Xxxxxxx No. 1, Cotton Tail Frac. patented lode mining claims, M.S. 1872, located in Section 22
Xxxxx, Creston, Morning Glory, Vindicator patented lode mining claims, M.S. 1910, located in Section 00
Xxxxx, Xxxxx patented lode mining claims, M.S. 2033, located in Sections 10 and 15
Govt. Lots 3, 9, 10, 12, 13, located in Section 15
Tracts 0102-A, 0102-B, 0103-B, located in Section 15
Govt. Lot 1, 2, 4 and 5 located in Section 22
Govt. Lots 9 and 10, located in Xxxxxxx 00
Xxxxx 0000-X, located in Section 23
Owned by Homestake:
Yankee Boy, Yankee Boy No. 3, Yankee Boy No. 4, Alliance Xx. 0, Xxxxxx Xxxxxxx Xx. 0, Xxxxx Charta and General Xxx Xxxxxx patented lode mining claims, M.S. 1406, located in Section 14
Tract 1 of M.S. 1829, as shown on Plat Document Number 2014-1022, located in Sections 22 and 23
Los Angeles Xx. 0, Xxx Xxxxxxx Xx. 0 xxx Xxx Xxxxxxx No. 3 patented lode mining claims, M.S. 1617, located in Section 23
Stella Xx. 0, Xxxxxx Xx. 0, Xxxxxxxxx Xx. 0 and Xxxxxxxxx No. 7, patented lode mining claims, M.S. 1862, located in Sections 23 and 26
Govt. Lot 10, located in Section 11
Govt. Lot 12, located in Section 13
Govt. Lots 2, 3, 4, 7, 8, 9 and 10, located in Section 14
Govt. Lots 1, 2, 3, 4, 5, 6, 7 and 8, located in Section 23
Govt. Lots 12, 13 and 14, located in Section 24
Owned by Homestake - Minerals Only:
Old Reliable patented lode mining claim, M.S. 348, located in Section 14
Dakota, Granite, Columbia and Union patented lode mining claims, M.S. 1092, located in Sections 13, 14 and 00
Xxxxx Xxxxx, Xxxxxxxx, Xxxxx Fraction, Japan Fraction patented lode mining claims, M.S. 1247, Sections 13 and 00
Xxxxxx Xx. 0, Xxxxxx Xxxx, Xxxxxx Xxxx No. 2 patented lode mining claims, M.S. 1406, located in Section 00
Xxxxxx, Xxxxx Xx. 0, Xxxxx, Xxxxxx, Xxxxxx, Xxx patented lode mining claims, M.S. 1822, located in Section 14
Owned by LAC Minerals - Unpatented Lode Mining Claims:
L&O Xx. 00 XXX xxxxxx Xx. XXX 00000 Located in Section 15
NJB 74 BLM serial No. MMC 165019 Located in Section 15
Owned by Homestake - Wharf Area Mineral - 100%
General Xxxxx, M.S. 675, located in Xxxxxxx 0, X0X, X0X, B.H.M.;
Boss lode, M.S. 839, located in Xxxxxxx 0, X0X, X0X, B.H.M.;
Big Sam, Francis, Xxxxxxxxxxx, Xxxxxx, Xxxx Xxxx and Xxxxxxxx xxxxx, M.S. 930, located in Xxxxxxx 0, X0X, X0X, X.X.X.;
Xxxxx Xxxx lode, M.S. 935, located in Xxxxxxx 0, X0X, X0X, B.H.M.;
Xxxxxxx, Xxxx, Lemans, Oro and Oro Fraction lodes, M.S. 1109, located in Sections 12 and 13, T4N, R2E, BH.M.;
West Wedge Fraction, West End, Xxxxxxx, Moonlight, Sunrise, Sunset Fraction, Xxxxxx xxxxx, M.S. 1114, located in Xxxxxxx 00, X0X, X0X, and Xxxxxxx 0, X0X, X0X, B.H.M.;
Camden, Ford and Xxxxxxx xxxxx, M.S. 1141, located in Sections 34 and 35, T5N, R2E, B.H.M.;
Xxxx and Xxxxx Xxxx xxxxx, M.S. 1168, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
Buffalo, Deadwood, Link Fraction, May lodes, M.S. 1283, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
3 This claim is currently listed in BLM records as owned by St. Xxx Xxxxxxxx Xxxx.
4 This claim is currently listed in BLM records as owned by Bond Gold Richmond.
Cardinal and Longpoint Fraction lodes, M.S. 1288, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
Xxxx, Xxxx Fraction, Xxxxx, Xxxx, Xxxxx, Lightning, Thunder lodes, M.S. 1289, located in Sections 27 and 28, T5N, R2E, B.H.M.;
Xxxxx X. Xxxxxx, M.S. 1349, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
Xxxx xxxx, M.S. 1468, located in Sections 33 and 34, T5N, R2E, B.H.M.;
Genessee, Grenada, Peerless, Xxxxxxx xxxxx, M.S. 1616, located in Xxxxxxx 0, X0X, X0X, B.H.M.;
Snorter and Snorter Fraction lodes, M.S. 1643, located in Sections 33 and 34, T5N, R2E, B.H.M.;
Maid of Xxxx, Telegram, Xxxxxx, B&M Fraction lodes, M.S. 1659, located in Sections 33 and 34, T5N, R2E, and Xxxxxxx 0, X0X, X0X, B.H.M.;
Belligerent, Belligerent Fraction, Belligerent Xx. 0, Xxxxxxxxxxx Xx. 0, Xxxx Xxxx Fraction lodes, M.S. 1673, located in Sections 27 and 34, T5N, R2E, B.H.M.;
Xxxxxxx lode, M.S. 1792, located in Xxxxxxx 00, X0X, X0X, B.H.M.;
Leased Mineral Rights
Xxxxxxx, Cleveland, Xxxxxx Xxxxxxx, Standard and Xxxxxxxx patented lode mining claims, M.S. 1382, located in Section 23, which claims are leased by LAC pursuant to a Lease Agreement dated November 15, 1984 between Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, husband and wife, as lessors, and St. Xxx Xxxxxxxx Corporation, as lessee, a short form of which is recorded in Xxxxxxxx County, South Dakota as document number 84-3814 (the "Xxxxxxxx Lease").
Property Agreements
The Xxxxxxxx Lease.
Material Contracts
1. Restated Joint Venture Agreement dated December 2, 1988, between Homestake Mining Company of California, as successor-in-interest to Statmon Technologies Corp., and LAC Minerals (USA) LLC, as successor-in-interest to Bond Gold Richmond Hill Inc., and all judicial orders, decisions and opinions relating thereto, including without limitation Order Following Court Trial in Fowler v. LAC Minerals (USA), LLC, Civ. No. 08-5043-JLV (D. S.D. August 10, 2011); Judgment in Fowler v. LAC Minerals (USA), LLC, Civ. No. 08-5043-JLV (D. S.D. August 10, 2011); and opinion in Fowler v. LAC Minerals (USA), LLC, 694 F.3d 930 (8th Cir. 2012).
2. Easement Agreement dated February 22, 1998 between Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxx as grantors and LAC Minerals (USA) Inc. as grantee.
3. Settlement Agreement dated June 15, 2000 among Xxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx, LAC Minerals (USA) Inc. and Xxxx Xxxx, and Order related thereto in the matter of Xxxxx X. Xxxxxxxx et al. v. LAC Minerals (USA) Inc., Civ. No. 99-5083-KES (D. S.D. June 15, 2000).
4. Xxxx, Xxxxx of Easements and Right of First Refusal dated April 18, 2003 from Homestake Mining Company of California to Xxxxxx X. Xxxxxx and Xxxxx Xxxxxx, as modified by Relinquishment and Release of First Right to Purchase dated November 2, 2007 from Maitland Partners, L.L.C. to Homestake Mining Company of California.
5. All instruments and documents relating to the Properties, or any of them, contained in the records of the Xxxxxxxx County Register of Deeds Office or in the files of the United States Bureau of Land Management or in the files of the South Dakota Department of Environment & Natural Resources, or in any other public records, to which LAC or Homestake is a party or the successor to a party.
Documents creating Royalties
1. The Xxxxxxxx Lease.
2. Mining Deed dated May 24, 1968 from Fillmore and Company, W. O. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, as grantors, to Congo Uranium Company, as grantee, recorded in Xxxxxxxx County, South Dakota as document number 84-1176.
3. Warranty Deed dated June 2, 1976 from Iwalana X. Xxxx (fka Iwalana X. Xxx), as grantor, to Homestake Mining Company, as grantee, recorded in Xxxxxxxx County, South Dakota as document number 82-5846.
4. Xxxxx, Bargain and Sale Deed dated April 11, 2014 from Xxxxxxxx X. Xxxxxxx, trustee, Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx, as grantors, to Homestake Mining Company of California, as grantee, recorded in Xxxxxxxx County, South Dakota as document number 2014-01773.
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