________________________________________________________________________________
SOUTH COPPERSTONE
PROJECT ACQUISITION AGREEMENT
BETWEEN
COPPERSTONE MINING LIMITED
AND
SEARCHLIGHT EXPLORATION, LLC.
Dated as of October 7, 2005
________________________________________________________________________________
PROJECT ACQUISITION AGREEMENT
This PROJECT ACQUISITION AGREEMENT (this "Agreement"), dated as of October
7, 2005 is made by and between Copperstone Mining Limited, a company
incorporated in the United Kingdom and Wales having offices at c/0 St Xxxxx
Resource Management Limited, 00 Xxxxxxx Xxxxxx, Xxxxxx, X0X 0XX, Xxxxxx Xxxxxxx
("Company") and Searchlight Exploration LLC, an Arizona limited liability
company with offices at 0000 Xxxxxx Xxxx Xxxxxx., Xxx Xxxxx, XX 00000 U.S.A.
("Searchlight" or "Claimholder") .
1. Grant of Lease, Purchase Option and 75% Net Profits Interest. In
consideration for the sum of US$10,000 to be paid by Company to Claimholder on
or before October 31, 2005 (the "Initial Payment"), the further payments of
$10,000 to be paid by Company to Claim holder quarterly during the Lease Term
("Quarterly Payments"), in as many shares in Copperstone Mining, Inc.
representing 9.99% of the Company's capital stock on a fully diluted basis) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Claimholder hereby leases the unpatented placer and / or
lode mining claims known as the South Copperstone Project and more particularly
described in Exhibit A hereto (the "Property") to Company (the "Lease") and
grants to Company a 75% net profits interest and an exclusive irrevocable option
(the "Purchase Option") to purchase the Property, each on the terms and
conditions set forth below. Provided the Initial Payment has been made, the term
of the Lease shall commence on October 7, 2005 and, provided that all Quarterly
Payments are made, shall run to and including September 30, 2008 (the "initial
term"), with the right of Company at its option to extend the Lease for up to
three (3) additional three year terms on the same terms and conditions to and
including September 30, 2017 (an "extended term") (the initial and extended
terms being hereinafter referred to as the "Lease Term"). Company shall have the
right to sooner terminate the Lease pursuant to Section 6 and, subject to
Section 15 below, to exercise the Purchase Option pursuant to Section 7 at any
time during the Lease Term. The Purchase Option may be exercised by Company only
upon the delivery to Claimholder of each of (a) a "positive" feasibility study
for the Property, (b) corporate resolution of the Company (and any parent
company thereof) evidencing an affirmative production decision for the Property
and (c) evidence satisfactory to Claimholder that Company has obtained the
financing necessary to develop and operate the Property. Upon transfer of title
pursuant to exercise of the Purchase Option, the Lease shall terminate.
2. Title to the Property.
A. Claimholder hereby represents and warrants to Company as follows:
(i) Claimholder owns or is able to convey a full and undivided interest 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;
(iv) The Property is not in any manner encumbered as a result of any
conduct or activity of Claimholder;
(vi) Having secured the approval of its sole member 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
(vii) Claimholder has no knowledge that any of the mining claims comprising
the Property are invalid, or that, except for any patented ground
lying within the Project Area, there are other senior mining claims in
conflict with any of such claims. The foregoing notwithstanding, it is
acknowledged and agreed that it is not possible to determine whether
there are conflicting unpatented claims for a period of 90 days from
the date of claim location as any conflicting claimants have 90 days
in which to file their claim notices with the BLM. In the event that
senior conflicting unpatented claims are filed within 90 days of claim
location, Claimholder shall use its reasonable efforts to (1) acquire
such claims and incorporate them in the project under this agreement,
(2) replace such claims with additional claims of similar acreage
within the Project Area or (3) replace the entire Project with another
project reasonably acceptable to Company.
3. Lease Payments and Other Payments.
A. During the Lease Term, Company shall make the following payments to
Claimholder, which shall constitute a portion of the purchase price for the
Property:
(i) The Initial Payment of $10,000, on or before October 31, 2005;
and
(ii) The Quarterly Payments each in the amount of $10,000, payable on
January 1, April 1, July 1 and October 1 of each year during the
Lease Term, commencing with January 1, 2006.
B. Following Company's exercise of the Purchase Option under Section 7 and
resulting termination of the Lease as provided in Section 1, Company shall pay
to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A
and (ii) the Claimholder's net smelter return (NSR) royalty under Section 8B.
Company's obligation to make payment under Section 8A and Section 8B shall cease
to accrue on the first to occur of (i) completion by Company of mining
operations, residual leaching and reclamation in the Project Area or (ii) other
decision of Company to terminate operations in the Project Area and, if
Claimholder so desires, to reconvey the property to Claimholder once reclamation
and other environmental obligations have been satisfied, although this provision
shall not relieve Company from its obligation to make payments that accrued
prior to such occurrence.
C. All payments shall be paid in US$dollars in immediately available funds.
D. Company hereby represents and warrants to Claimholder that it has
adequate financial resources to make the payments required under this Section 3,
as well as the Work Expenditures required under Section 4.
E. Company shall also issue within 30 business days of execution of this
Agreement to Searchlight shares of Copperstone Mining, Inc.'s common stock
(representing 9.99% of the Company's capital stock, fully diluted. For no
additional consideration, the Company shall, from time to time, issue to
Searchlight such additional shares as shall be necessary to maintain
Searchlight's 9.99% interest in the Company). The shares shall be validly
issued, fully paid and nonassessable. The shares shall be restricted and
eligible for resale pursuant to Rule 144 in accordance with said rule. Company,
following its initial public offering, shall use its best efforts to comply with
its reporting obligations under applicable securities law so as to enable
Searchlight to utilize Rule 144 for resale of the shares following the
applicable holding period.
4. Work Expenditures. During the Lease Term, until terminated by Company
under Section 6 or until the Purchase Option is exercised under Section 7,
Company shall make work expenditures ("Work Expenditures") on or for the benefit
of the Property in the following amounts:
A. The sum of $100,000 on or before December 31, 2006. This is a
firm commitment. If Company fails to perform the total amount of
such Work Expenditures, Company shall pay Claimholder the
deficiency in immediately available funds.
B. The sum of $100,000 on or before September 30, 2007.
C. The sum of $100,000 on or before September 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 after the period ended
December 31, 2006 are deficient and Company desires to maintain the Lease and
Purchase Option 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 Lease Term. The parties shall have the
following rights and obligations during the Lease Term:
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 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 of the Lease Term, 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.
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.
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 or the
Lease at any time at its sole option by giving Claimholder
30 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 or the Lease on or
before April 30, 2006, Company shall remain obligated to
comply with Section 4A.
(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 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 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.
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.
7. Exercise of Purchase Option. If Company decides to exercise the Purchase
Option, upon each of (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,
Company shall give Claimholder notice thereof. Within 10 days after such notice,
Claimholder shall deliver to Company a special warranty deed in form
satisfactory to Company transferring title to a 100% 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, and Company shall deliver to Claimholder the sum of $10.00.
8. Claimholder NPI and NSR Royalty.
A. Claimholder NPI. Upon completion of the payments under Section
3.A., Company shall have a 75% NPI in the Property and Claimholder shall
have a 25% NPI in the Property. Upon termination of this Lease (other than
as a result of Company's exercise of its Purchase Option, Company's NPI
shall be reduced permanently to zero (-0-%) and Claimholder's shall be
increased permanently to 100%. 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% during the development/construction stage
of operations and 1% 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.
B. Net Smelter Returns Royalty. In addition to Claimholder's NPI,
Claimholder hereby reserves a five (5%) percent net smelter returns royalty
("NSR Royalty") for all commodities produced. 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 the commodity, with
deductions for costs associated with further processing but without
deductions for taxes, calculated on an FOB mine site basis.
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 Xxx 0X Xxxxx 00X, Xxx 0X Xxxxx 00X, Xxx 6N Range 19W or Twp 6N
Range 20W, GSRBM, Arizona, or within one mile of the perimeter of such
boundaries (but excepting patented ground owned or acquired by the XxXxxxxx /
Xxxxxx New Jersey Trust) (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. If Company does not exercise the Purchase
Option and the Lease is terminated, Claimholder shall have the right to retain
any Additional Property acquired by Company at no cost to Claimholder.
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.
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 October 31, 2005 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 La Paz 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:
Copperstone Mining Limited
C/o St Xxxxx Resource Management Limited
00 Xxxxxxx Xxxxxx
Xxxxxx, X0X 0XX
Xxxxxx Xxxxxxx
Attn: Xxxxxxx X Xxxx
Searchlight:
Searchlight Exploration LLC
0000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000 U.S.A.
Phone: 702.396-5292
FAX: 702.396-2347
Attn: Xxxxxxxxx X. Xxxxxx
All notices required or permitted to be given hereunder shall be deemed to have
been given on the date of actual receipt.
15. Rule Against Perpetuities. Anything in this Agreement to the contrary
notwithstanding, Company may not exercise its Purchase Option, which shall
thereupon become null and void, later than 21 years after the end of the life of
the last to survive of Xxxxxxxxx X. Xxxxxx, Xxxxxxx XxXxxxxx Xxxxxx, Xxxx X.
XxXxxxxx, Xxxxx X. XxXxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxx and Xxxxx
Xxxxxx, who are locators of claims owned or being explored by Searchlight.
16. Dollars. All dollar ($) amounts used in this Agreement or any Exhibit
or Schedule hereto are U.S. $ Dollars.
17. 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.
18. 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.
19. Memorandum for Recording. Simultaneous with the receipt by Claimholder
of the all payments pursuant to Section 3.A., the parties agree to execute for
recording purposes a written Short Form of Exploration and Development Lease /
Option Agreement, setting forth the basic terms and conditions of this Agreement
as necessitated or permitted by Arizona law.
20. 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 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
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.
SEARCHLIGHT EXPLORATION LLC,
an Arizona limited liability company
By_______________________________
Xxxxxxxxx X. Xxxxxx
Manager and sole member
Copperstone Mining Limited
A Company incorporated in England and Wales
By________________________________
Name: Xxxxxxx Xxxxx Xxxx
Title: Director
Exhibit A
South Copperstone Project
Moon Mountain (Copperstone) Mining District
La Paz County, Arizona
Approx
Claim AMC# Recording Info Township / Range / Section Date Located Acreage
CSX#1 357550 Fee#2003-00299 T6N R20W Secs 27, 28 1/19/2003 160
CSX#2 364781 Fee#2005-01812 T6N R20W Secs 26, 35 01/15/2005 160
CSX#3 364782 Fee#2005-01813 T6N R20W Secs 26, 35 01/15/2005 160
CSX#4 364783 Fee#2005-01814 T6N R20W Secs 26, 35 01/15/2005 160
CSX#5 364784 Fee#2005-01815 T6N R20W Secs 26, 35 01/15/2005 160
CSX#6 357551 Fee#2003-00483 T6N R20W Secs 33, 34 1/26/2003 160
CSX#7 357552 Fee#2003-00484 T6N R20W Xxxx 00, 00 0/00/0000 000
X0X X00X Xxxx 0, 0
XXX#0 000000 Xxx#0000-00000 X0X X00X Secs 26, 27 1/11/2004 160
34
CSX#9 360433 Fee#2004-00226 T5N R20W Xxxx 0, 0 0/00/0000 000
X0X, X00X Sec34
CSX#10 360434 Fee#2004-00227 T5N R20W Sec 4 1/11/2004 160
CSX#11 364926 Fee#2005-00426 T6N R20W Sec 35 01/15/2005 160
T5N R20W Xxxx 0, 0
XXX#00 000000 Xxx#0000-00000 X0X X00X Xxx 00 00/00/0000 000
X0X X00X Xxx 0
XXX#00 364928 Fee#2005-00428 T6N R20W Sec 36 01/15/2005 160
T5N R20W Secs 1, 2
CSX#14 364929 Fee#2005-00429 T6N, R20W Sec 36 01/15/2005 160
T5NR20W Xxx 0
XXX#00 000000 Fee#2005-00430 T6N, R19W Xxx 00 00/00/0000 000
X0X X00X Xxx 0
X0X X00X Sec 6
CSX#16 364931 Fee#2005-00431 T6N R19W Sec 31 01/15/2005 160
T5P R19W Xxx 0
XXX#00 000000 Fee#2005-00432 T6N, R20W Secs 25, 36 01/15/2005 160
CSX#18 364933 Fee#2005-00433 T6N R20W Secs 25, 36 01/15/2005 160
CSX#19 364934 Fee#2005-00434 T6N R20W Secs 25, 36 01/15/2005 160
CSX#20 364935 Fee#2005-00435 T6N R20W Secs 25, 36 01/15/2005 160
CSX#21 364936 Fee#2005-00436 T6N R19W, Secs 30, 31 01/15/2005 160
CSX#22 364937 Fee#2005-00437 T6N R19W, Secs 30, 31 01/15/2005 160
CSX#23 364938 Fee#2005-00438 T6N R19W, Secs 30, 31 01/15/2005 160
CSX#24 364939 Fee#2005-00439 T6N R19W, Secs 30, 31 01/15/2005 160
CSX#25 364940 Fee#2005-00440 T6N R20W Sec 26 01/15/2005 124.2
CSX#26 364941 Fee#2005-00441 T6N R20W Secs 24, 25 01/15/2005 112
CSX#27 364942 Fee#2005-00442 T6N R20W Secs 24, 25 01/15/2005 160
CSX#28 364943 Fee#2005-00443 T6N R20W Secs 24, 25 01/15/2005 160
CSX#29 364944 Fee#2005-00444 T6N R20W Secs 24, 25 01/15/2005 160
CSX#30 364945 Fee#2005-00445 T6N R19W Secs 19, 30 01/15/2005 160
CSX#31 364946 Fee#2005-00446 T6N R19W Secs 19/30 01/15/2005 160
CSX#32 364947 Fee#2005-00447 T6N R19W Secs 19, 30 01/15/2005 160
CSX#33 364948 Fee#2005-00448 T6N R19W Secs 19, 30 01/15/2005 160
CSX#34 364949 Fee#2005-00449 T6N R20W Sec 24 01/15/2005 160
CSX#35 364950 Fee#2005-00450 T6N R19W Sec 19 01/15/2005 160
CSX#36 364951 Fee#2005-00451 T6N R20W Secs 27, 34 01/15/2005 157.3
