Exhibit 10.10
GLOBAL SETTLEMENT AGREEMENT
This global settlement agreement is made and entered into this 29th day of
April, 1998, by Idaho Consolidated Metals Corporation, Inc., Xxxxxxx Xxxxxxx and
Xxxx Xxxxxxx, Xxxxxxxx X. Xxxxxxxxxx, individually and acting in his capacity as
trustee of the Xxxxxxxxxx Family Trust, AND BETWEEN Xxx Xxxxxxx, Xxxxxxx
Xxxxxxx, Idaho Mining and Development Company (IMD) and Silver Crystal Mines,
Inc., hereinafter collectively referred to as "IMD Group."
WHEREAS, the parties to this agreement are currently involved in numerous
lawsuits, disagreements and contractual relationships which the parties have
collectively determined should be terminated, resolved, dismissed with prejudice
and/or revised as hereinafter set forth in order that the parties may pursue
their respective business interests free of the uncertainties, inhibitions,
risks, costs and aggravations of the aforementioned lawsuits, disagreements and
contractual relationships; and,
WHEREAS, each of the parties having been duly advised by counsel of their
choice and being fully aware by their own judgment of the costs, losses and
benefits of restructuring their legal and business relationships as and to the
extent hereinafter provided,
NOW, THEREFORE, in consideration of the covenants and promises hereinafter
specified, the parties agree as follows:
1. Except as hereinafter specified, in the following identified lawsuits
all claims and counterclaims shall be dismissed with prejudice:
a) Nez Perce County Civil Case No. 96-01908
b) Nez Perce County Civil Case No. 97-00128
c) Idaho County Civil Case No. 31318
Concurrently with the execution of this agreement, each of the parties to
the foregoing actions shall execute a stipulation for dismissal with prejudice
of each of the above actions, and cause the same to be immediately filed with
the Court for entry of an order consistent with the terms of this agreement and
said stipulation. The sole exception to the dismissal with prejudice shall be
those claims by or against Xxxxxxx and Xxxx Xxxxxxx personally, which shall be
dismissed without prejudice. The stipulation shall specifically provide that
each party shall pay their own attorney fees and costs, and shall have no claim
against the other party to recover such costs and fees. The stipulation shall
also specify that the dismissal with prejudice will bar either party from
bringing an action on any additional claims or defenses which could have been
brought by the parties on any of the underlying agreements or causes of action,
including but not limited to any potential shareholder derivative actions
against ICMC, its officers or directors.
This settlement agreement is intended to fully and finally resolve any and
all claims between ICMC, Xxxxxxxxxx, Xxxxxxxxxx Family Trust and the IMD Group
which were or could have been raised in the above listed actions. The parties
recognize that this settlement agreement cannot and does not affect the
following lawsuits:
x. Xxxxxxxxx & Witrak v. ICMC et al., Idaho County Case No. CV 31150
x. Xxxxxxxxx v. IMD/Xxxxxxx, et. al., Idaho County Case No. CV 30534
x. Xxxxxxxxx & White x. Xxxxxxx, et al., Idaho County Case No. CV 30968
d. ICMC x. Xxxxxxxx, Nez Perce County Case No. CV 97-01749
Nothing in this agreement shall be considered to release any claims,
cross-claims or defenses the parties to this agreement would be entitled to
raise in the four lawsuits specifically excluded from this settlement agreement.
2. In full and final settlement of all existing and potential claims
between and among the parties to this agreement, ICMC shall pay to IMD the sum
of $100,000.00, to be paid as follows:
a. $50,000 by cashier's check or wire transfer to be delivered
within two business days of the execution of this settlement
agreement, the stipulations of dismissal, and the lease agreement
described in paragraph 7 below, AND
b. $50,000 to be held in trust by Xxxxx and Xxxxxx on behalf of ICMC
and paid to IMD upon IMD's delivery of signed quitclaim deeds to
the various mining claims more fully described in Paragraph 8
below.
3. Excepting those rights and obligations created by this agreement, IMD,
Xxx Xxxxxxx, Xxxxxxx Xxxxxxx and Silver Crystal Mines, Inc. do hereby release
and discharge ICMC and Xxxxxxxx X. Xxxxxxxxxx, both individually and as trustee
of the Xxxxxxxxxx Family Trust, from all claims, demands, and causes of action
that IMD, Xxx Xxxxxxx, Xxxxxxx Xxxxxxx and Silver Crystal Mines, Inc., ever had,
now have, or may have in the future, known and unknown, or that anyone claiming
by or through them may have or claim to have arising out of any agreements or
alleged acts or omissions of ICMC or Xxxxxxxx X. Xxxxxxxxxx, both individually
and as trustee of the Xxxxxxxxxx Family Trust occurring prior to the date of
this agreement, including but not limited to any potential shareholder
derivative actions against ICMC.
Excepting those rights and obligations created by this agreement, ICMC and
Xxxxxxxx X. Xxxxxxxxxx, both individually and as trustee of the Xxxxxxxxxx
Family Trust, do hereby release and discharge IMD, Xxx Xxxxxxx, Xxxxxxx Xxxxxxx
and Silver Crystal Mines, Inc. from all claims, demands, and causes of action
that ICMC and Xxxxxxxx X. Xxxxxxxxxx, both individually and as trustee of the
Xxxxxxxxxx Family Trust, ever had, now have, or may have in the future, known
and unknown, or that anyone claiming by or through them may have or claim to
have arising out of any agreements or alleged acts or omissions of those persons
or entities herein collectively referred to as the IMD Group occurring prior to
the date of this agreement.
4. Upon execution of this agreement, the referenced lease, and the
stipulations for dismissal, an authorized representative of ICMC will accompany
an authorized representative of IMD to the Xxxxxx Xxxx mine and millsite in
Cottonwood, Idaho, to inventory and allow IMD to remove certain items of
personal property from that site, which are identified in the following
subparagraphs. Because the lease on Xxxxxx Hill expires on June 28, 1998,
removal must be completed no later than June 15, 1998.
a. IMD will be entitled to remove all of the equipment and materials
located at the Xxxxxx Xxxx site not specifically excluded in
subparagraphs 7(b) and (c), including but not limited to those
items listed on Exhibit 1 attached hereto which are not also
subject to the Gumprecht and Witrak security interest, which list
is attached as Exhibit 2. No representation is made as to any
items or property being located on such site; should the parties
discover that items are missing, they agree to report those items
as a theft to the Idaho County Sheriff's Department and to make a
claim for loss from the insurer. IMD agrees to remove all
chemicals and reagents from the Xxxxxx Xxxx site. This commitment
shall not be construed to impose any liability for environmental
cleanup or any other liabilities therefrom at the Xxxxxx Hill
site for IMD Group.
b. IMD shall not remove from Xxxxxx Xxxx any items which were
subject to the alleged security interest of Xxxxxx Xxxxxxxxx and
Xxxxxx Xxxxxx, which are specifically described in the document
attached hereto as Exhibit 2. The IMD Group will cooperate in
granting to Gumprecht and Witrak access to all items listed in
Exhibit 2 wherever they may be located, including but not limited
to those items located at the Golden Eagle mine site or at
Golden.
c. IMD shall not remove the following items which are the property
of ICMC:
1. Main plant building, permanent fixtures and attachments
thereto, including but not limited to the electrical system.
To the extent that any items listed on Exhibit 1 are
permanent fixtures or attachments, the parties agree to
trade those items for other property located at such site to
the extent such property is available. Pumps listed on
Exhibit 1 are not permanent fixtures.
2. An unassembled metal building of approximately 80 feet by
110 feet and the hardware for that building.
3. Forklift.
4. One-ton Plastic batch system.
The IMD Group shall assume the risk of any damage to said personal property
incurred during removal or afterward, and specifically agrees to reimburse ICMC
promptly for any damage caused to the buildings or premises during the course of
removal of the property. IMD will be permitted to remove the lumber and
galvanized steel from the trailer cover and any unused lumber, miscellaneous
plumbing parts and pipe, set materials or galvanized steel on site. IMD will
provide insurance coverage for any persons employed by it to assist in the
removal of the above equipment, and will indemnify ICMC from any claims
whatsoever relating to said activity.
5. IMD, Silver Crystal Mines, Inc., Xxx Xxxxxxx and Xxxxxxx Xxxxxxx agree
that subsequent to the execution of this agreement and for a period of three
years thereafter, neither they nor any corporation or entity in which they own
more than a five percent equity interest or more than five percent of all issued
and outstanding shares of common stock, nor any entity in which they are an
officer or director shall acquire any shares of stock in ICMC Corporation.
6. ICMC agrees to transfer to IMD and Xxx Xxxxxxx any ownership or
licensing interest it has of any kind whatsoever in that certain process
generally referred to as the Xxxxxxx-Br Process, and further acknowledges and
agrees that ICMC's interest in said process shall be limited to the royalty
interest more specifically set forth below. IMD and Xxx Xxxxxxx represent and
warrant that they are the owners of the Xxxxxxx-Br Process and that such process
at present has not been licensed for use by any person or entity other than IMD
and Xxxxxxx.
IMD and Xxxxxxx agree to grant to ICMC a royalty of 2% of gross revenue
from any use of the process, which shall include licensing use of the process.
This royalty will be paid on any revenues generated by use of the process by any
member of the IMD Group, any entity in which members of IMD Group hold an
ownership interest, joint ventures in which members of the IMD Group are
participating, and/or third parties.
The royalty will be paid to ICMC on a quarterly basis. ICMC shall have the
right to hire, at its own expense, an independent auditor to examine the records
relating to monies received from the Xxxxxxx-Br process at any reasonable time
upon not less than 10 days notice.
7. As a full and final resolution of all issues between and among the
parties relating to the Golden Eagle claim blocks, ICMC and IMD shall enter into
the mining lease (attached as Exhibit 3) by which ICMC will lease from IMD all
of IMD's interest in the mineral rights on the Golden Eagle claim blocks which
are specifically listed in that lease. So long as the Cyprus Joint Venture is in
effect, the initial term of that lease shall coincide with the remaining term of
the Cyprus Joint Venture. The lease shall contain the following provisions:
a. During the term of the Cyprus Joint Venture, IMD shall be
entitled to a 40% share of all benefits (defined as all funds
received by ICMC less costs assessed by Cyprus against these
claims) derived from the Golden Eagle claim blocks.
b. The parties acknowledge that ICMC is presently involved in a
joint venture with Cyprus on these and a number of other claims
in which the various members of the IMD group do not have an
interest. A copy of that Joint Venture agreement is attached as
Exhibit 4. In the event Cyprus sells or assigns its interest in
that joint venture, all references to Cyprus shall be deemed to
include that corporation's assignees.
c. IMD Group will not participate in the Cyprus Joint Venture except
as otherwise previously established and through their 40% sharing
in benefits from the Golden Eagle claim blocks.
d. IMD Group will not be responsible for any costs, risks, or debts
of any kind created by Cyprus or ICMC via the Joint Venture or
the lease of mineral rights on the Golden Eagle claim properties
to ICMC.
e. IMD Group will retain ownership and possession of all buildings,
machinery, and equipment located at the Golden Eagle Mine, with
the exception of those items subject to the Gumprecht and Witrak
security interest listed in paragraph 4(b) above. IMD Group
agrees to indemnify and hold harmless ICMC and Cyprus from any
and all claims or actions relating to those buildings, including
but not limited to the U.S. Forest Service.
f. Subject to confirmation and approval by Cyprus, ICMC agrees to
allow IMD Group to retain all placer mining rights and rights of
ingress and egress to the Golden Eagle Claim property, so long as
the activities do not interfere with the development of the lode
systems and access necessary to that development; however, placer
mining will not be interfered with unless compensation based on
value contained in the placer deposit is made.
g. IMD Group further agrees to:
(1) Provide ICMC and Cyprus with copies of placer permits and
proof of bonding prior to commencement of any placer mining
on the Golden Eagle claim properties;
(2) For any mining operations conducted by IMD Group, IMD Group
agrees to provide liability insurance in the amount $1
million with ICMC included as a loss payee, and to hold
Cyprus and ICMC harmless for any such operations on the
property;
(3) Perform all reclamation necessary in areas disturbed by IMD
Group after the execution of the lease agreement
h. ICMC and Cyprus will properly bond all mining operations
conducted by Cyprus or ICMC on the properties, hold IMD Group
harmless from any such operations, and will be responsible for
reclamation of areas disturbed by ICMC or Cyprus.
i. ICMC will be responsible for performing all assessment work,
maintenance fees, payments or transfer fees during the lease,
including reimbursing IMD for small miner transfer fees.
Upon termination of the Cyprus joint venture, ICMC will have the option to
renew the lease for an additional five year term upon payment of $10,000 in
accordance with the lease agreement attached as Exhibit 4.
It is understood that IM&D has patent applications pending for the Golden
Eagle, Golden Eagle 2 and Golden Eagle 3 properties. If approved, IM&D will have
exclusive ownership of the surface. However, IM&D will not use such surface
rights in a manner which would violate any of the foregoing agreements and will
provide users of such property under the terms of the above-mentioned agreements
the right of ingress and egress and such other access to the property as may be
reasonable and necessary to carry out the terms intended in the foregoing
agreements.
8. With regard to the claims which are identified in Exhibit 5, ICMC, IMD,
and Silver Crystal, Inc. shall enter into the operating agreements attached as
Exhibits 6 through 9, which set forth in detail the ownership interests and the
terms of the operating agreement between the parties thereto. The parties to
these operating agreements agree that they will promptly take whatever actions
are necessary to perfect title to said claims in names of ICMC and IMD in the
percentage ownership listed. On any of such claims which ICMC or Cyprus have
already relocated, ICMC shall quitclaim to IMD its percentage interest as
listed.
This agreement shall have no effect whatsoever on the parties' ability to
locate mining claims open to relocation on properties other than those listed,
even if said properties were previously held by one of the parties to this
agreement.
9. The parties acknowledge that there is an existing Letter of Agreement
dated December 1, 1995, in which IMD and Del Xxxxxxx agree to sell and ICMC
agrees to purchase the Mineral Zone Mining property located in the Elk City
Mining District in Idaho County, Idaho. By virtue of this agreement and the
stipulation to dismiss the actions specified, the parties agree that agreement
will be voided. ICMC shall enter into a new agreement to purchase the Mineral
Zone property from IMD and Xxxxxxx Xxxxxxx, with the purchase price to be
determined as follows:
a. Not later that five months from the execution of this Global
Settlement Agreement, ICMC will retain the services of a
qualified appraiser and request an immediate appraisal of the
Mineral Zone property.
b. In the event IMD does not agree with the valuation of ICMC's
appraiser, it will immediately retain its own appraiser and
obtain a valuation of the property.
c. If the appraisers retained by the parties are unable to agree on
a valuation, those two appraisers will appoint a third qualified
appraiser to value the property. In the event the three
appraisers are not able to agree on a valuation, the two values
which are closest to one another shall be averaged to reach the
purchase price.
Within six months from the execution of this agreement, or immediately upon
determination of the purchase price if that should occur more than six months
from the signing of this agreement (the "Valuation Date"), ICMC shall pay to
Xxxxxxx and IMD a payment equal to 3-1/2% of the purchase price as determined by
the foregoing formula, to be applied toward the principal balance. Upon receipt
of that payment, IMD and Xxxxxxx shall deliver a deed to ICMC for those claims.
Six months from the Valuation Date, ICMC shall make a payment of an addition
3-1/2% of the purchase price, to be applied toward the principal balance. From
that date forward, the principal balance shall bear interest at the rate of 7%
per annum. Payments of interest only will be required quarterly until production
commences on said property. Once the property is in production, then principal
and interest shall be amortized by payment in equal quarterly installments based
on the projected years of mine life. During the first twelve (12) months
following the execution of the new Mineral Zone agreement, ICMC shall have the
right with 30 days notice to IMD and Del Xxxxxxx to terminate the agreement to
purchase the property based on ICMC's own internal assessment of the value of
the property and production therefrom. If ICMC terminates the agreement, it will
execute a quitclaim deed on said claims back to IMD and Xxxxxxx in the event
ICMC elects to terminate.
All remaining provisions of the December 1, 1995 Letter of Agreement which
are not inconsistent with the terms set forth in this paragraph shall be
incorporated into the new agreement on the Mineral Zone property. This purchase
and sale of the Mineral Zone property will not be binding until such time as it
has been approved by the Vancouver Stock Exchange. ICMC agrees to use best
efforts to obtain said approval, and all parties to the Mineral Zone agreement
will fully cooperate in making reasonable revisions or restructuring which are
required by the VSE. Should the VSE fail to approve said agreement within one
year, ICMC shall have an additional year in which to seek such approval, which
will be pursued with diligence. In the event the VSE subsequently refuses to
approve the new Mineral Zone Agreement, the remaining portions of this Global
Settlement Agreement shall survive and remain in full force and effect.
Provided, if approval from the VSE is not received within the time permitted or
any extension thereof, all interest in the property will revert to IMD and
Xxxxxxx.
10. All parties shall concurrently execute any and all documents necessary
to effectuate this agreement, including any quitclaim deeds or notices of
abandonment which are required.
11. Any controversy or difference of opinion related to this Joint Venture
which cannot be mutually resolved by the parties shall be settled by arbitration
in accordance with the rules then in effect of the American Arbitration
Association and the decision of the arbitrator shall be binding.
12. Should either party find it necessary to enforce any term or condition
contained within this Agreement in a court of law or through arbitration, the
prevailing party herein shall be entitled to an award of reasonable attorney's
fees and costs to be taxed as part of any judgment awarded.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year in this instrument first above written.
IDAHO CONSOLIDATED METALS CORPORATION
By:_____________________________________________
President
------------------------------------------------
Secretary
------------------------------------------------
XXXXXXX XXXXXXX
------------------------------------------------
XXXX XXXXXXX
------------------------------------------------
XXXXXXXX X. XXXXXXXXXX, individually, and as
Trustee of the Xxxxxxxxxx Family Trust
IMD GROUP:
------------------------------------------------
XXX XXXXXXX
------------------------------------------------
XXXXXXX XXXXXXX
IDAHO MINING AND DEVELOPMENT COMPANY
By:_____________________________________________
Xxx Xxxxxxx, President
SILVER CRYSTAL MINES, INC.
By:_____________________________________________
Xxx Xxxxxxx, President
STATE OF IDAHO )
) ss.
County of _____________ )
On this ____ day of April, 1998, before me, the undersigned, a notary
public in and for said state, personally appeared Xxxxxxx Xxxxxxx and Xxxx Xxx,
known and identified to me to be the President and Secretary, respectively, of
IDAHO CONSOLIDATED METALS CORPORATION, an Idaho corporation, the corporation
that executed the within instrument, and acknowledged to me that they executed
the same for and on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------------------------
Notary public in and for said State
Residing at:____________________________________
Commission expires:_____________________________
STATE OF IDAHO )
) ss
County of _____________ )
On this _____ day of April, 1998, before me, the undersigned, a notary
public in and for said state, personally appeared XXXXXXX XXXXXXX known or
identified to me to be the person(s) whose names are subscribed to the within
instrument and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------------------------
Notary public in and for said State
Residing at:____________________________________
Commission expires:_____________________________
STATE OF IDAHO )
) ss
County of _____________ )
On this _____ day of April, 1998, before me, the undersigned, a notary
public in and for said state, personally appeared XXXX XXXXXXX known or
identified to me to be the person(s) whose names are subscribed to the within
instrument and acknowledged to me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------------------------
Notary public in and for said State
Residing at:____________________________________
Commission expires:_____________________________
STATE OF CALIFORNIA )
) ss
County of _____________ )
On this _____ day of April, 1998, before me, the undersigned, a notary
public in and for said state, personally appeared XXXXXXXX X. XXXXXXXXXX, known
or identified to me to be the person whose names are subscribed to the within
instrument and acknowledged to me that he executed the same individually and as
Trustee of Xxxxxxxxxx Family Trust..
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------------------------
Notary public in and for said State
Residing at:____________________________________
Commission expires:_____________________________
STATE OF IDAHO )
) ss
County of _____________ )
On this _____ day of April, 1998, before me, the undersigned, a notary
public in and for said state, personally appeared XXX XXXXXXX known or
identified to me to be the person(s) whose names are subscribed to the within
instrument and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------------------------
Notary public in and for said State
Residing at:____________________________________
Commission expires:_____________________________
STATE OF IDAHO )
) ss
County of _____________ )
On this _____ day of April, 1998, before me, the undersigned, a notary
public in and for said state, personally appeared XXXXXXX XXXXXXX known or
identified to me to be the person(s) whose names are subscribed to the within
instrument and acknowledged to me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------------------------
Notary public in and for said State
Residing at:____________________________________
Commission expires:_____________________________
STATE OF IDAHO )
) ss.
County of _____________ )
On this ____ day of April, 1998, before me, the undersigned, a notary
public in and for said state, personally appeared _______________________ and
____________________________, known and identified to me to be the President and
Secretary, respectively, of IDAHO MINING AND DEVELOPMENT COMPANY, an Idaho
corporation, the corporation that executed the within instrument, and
acknowledged to me that they executed the same for and on behalf of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------------------------
Notary public in and for said State
Residing at:____________________________________
Commission expires:_____________________________
STATE OF IDAHO )
) ss.
County of _____________ )
On this ____ day of April, 1998, before me, the undersigned, a notary
public in and for said state, personally appeared __________________________ and
____________________________, known and identified to me to be the President and
Secretary, respectively, of SILVER CRYSTAL MINES, INC., an Idaho corporation,
the corporation that executed the within instrument, and acknowledged to me that
they executed the same for and on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------------------------
Notary public in and for said State
Residing at:____________________________________
Commission expires:_____________________________
EXHIBIT I
TO SETTLEMENT AGREEMENT
PARAGRAPH 4(A)
November 4, 1997 Letter from IMD to ICMC
[Logo]
IDAHO MINING AND DEVELOPMENT CO.
IDAHO COUNTY, XXXXX
XXXXX 0, XXX 000
XXXXXXXXXX, XXXXX 00000
(208) 962-7190
November 4, 1997
Directors and Officers
Idaho Consolidated Metals Corp.
X.X. Xxx 0000
Xxxxxxxx, Xxxxx 00000
Certified Mail: P 441 447 670
Dear Sirs:
Idaho Mining and Development Co., Xxxx and Xxx Xxxxxxx hereby make formal demand
for the attached items and equipment located at the Xxxxxx Hill mine and
millsite located north of Cottonwood, Idaho.
The items listed are owned exclusively by the persons making this demand. These
items and equipment have been held behind a locked gate with security patrols by
Idaho Consolidated Metals Corp. since July of 1996.
1) Ten (10) ton per day impact mill with electrical motor, skid mounted.
2) Ingersol Rand wheel mounted wagon drill and drill steel.
3) Four (4) sets electric trailer axles.
4) Small wheel mounted shop compressor.
5) One (1) large G.E. transformer (not in circuit) 220/110 volts, serial no.
8530888.
6) One large G.E. rectifier down to 1 volt capacity (not in circuit).
7) Two (2) 800 gallon polyurathane tanks (new).
8) Seven (7) tons used and new grinding balls (not in circuit)
9) Two (2) wood stoves.
10) One (1) rectangular 35 ton feed xxxxxx with conveyor (in circuit).
11) One (1) Three inch (3") Xxxx trash pump, new, 3600 rpm (in circuit).
12) Three (3) electric motors 230/460 volts, 1750 rpm, 3 hp.
13) Four (4) 230/460 volt electric motors, 1750 rpm, 3 phase, 7.5 hp.
14) Fifty (50) lbs. welding rod.
15) One (1) large counter in electrowinning building.
16) Tables and chairs in electrowinning building.
Directors and Officers, ICMC
Page 2
November 4, 1997
17) Lincoln welder and Wisconsin V-4 gasoline engine.
18) Four (4) transformers, 480/230 volt, located main building and
pump/polyurathane tank building.
19) One (1) chemical pump, Americana serial & model no. 381082 (new).
20) One (1) 12 volt electric charger.
21) One (1) lab pulverizer (red) in electrowinning building and power unit.
22) One (1) Syncrogen U.S. electric 3 hp motor and xxxx, xxxxxx xx. 000000.
23) One (1) 5 hp, Marathon motor 230/460 volts, serial no. 77503.
24) One (1) 5 hp, Marathon motor 230/460 volts, serial no. 77502.
25) One (1) 1/3 hp oxidant pump.
26) Five (5) hard hats.
27) Four (4) chains and four (4) binders.
28) Welding gloves and welding glasses.
29) One (1) 1/2 inch drill motor.
30) Electric test equipment.
31) Box of `O' rings.
32) Large set of open end wrenches.
33) Two (2) grease guns.
34) One (1) large pipe wrench.
35) One (1) extension ladder.
36) One (1) Westinghouse 7 1/2 hp. 230/260 volt motor, serial no. 680B640659.
37) One (1) Marathon electric motor, 230/460 volts, 3 hp, 1750 rpm, 3 phase,
8.4/4.2 amps.
38) One (1) Marathon electric motor, 230/460 volts, 1730 rpm, 3 hp., 8.4/4.2
amps, 3 phase.
39) Three (3) Westinghouse electric motors, 230/460 volts, 7.5 hp, 22/11 amps,
3 phase, 1750 rpm.
40) One (1) induction motor, 220/440 volts, 1 hp, 3.6/1.8 amps, 1735 rpm.
41) One (1) Dayton motor, 3 phase, 5.2/2.6 amp, 230/460 volts, 1 hp, 1755 rpm.
42) One (1) Xxxx centrifugal pump, 3600 rpm, sucture and discharge 3 inch.
43) One (1) pulley, 9 1/2 diam., 4 grooves. 44) Two (2) pulleys, 20 1/2 diam.,
3 grooves.
45) Fuses, six (6) 70 amp.
Directors and Officers, ICMC
Page 3
November 4, 1997
46) Fuses, three (3) 225 amp.
47) Fuses, three (3) 3 2/10 amp.
48) Fuses, six (6) 100 amp.
49) Fuses, three (3) 5 amp.
50) Fuses, twelve (12) Res 30 amp.
51) Fuses, three (3) Frs 30 amp.
52) Fuses, three (36) Frs-r 30 amp.
53) Fuses, eight (8) Nos 20 amp.
54) Fuses, three (3) Frs 8 amp.
55) Three (3) large U bolt ground clamps.
56) Five (5) small U bolt ground clamps.
57) One (1) large ground clamp.
58) Sixteen (16) small ground clamps.
59) Two (2) box ground clamps.
60) Fuses, one (1) Res 200 amp.
61) Fuses, three (3) Res 60 amp.
62) Fuses, two (2) Frs 60 amp.
63) Fuses, ten (10) Res 30 amp.
64) Fuses, one (1) Frs 30 amp.
65) Fuses, two (2) 20 amp.
66) Fuses, seven (7) Res 15 amp.
67) Fuses, one (1) Frs 8 amp.
68) Fuses, one (1) Res 5 amp.
69) Fuses, one (1) Frs 3 2/10 amp.
70) Fuses, one (1) Crs 3 2/10 amp.
71) Fuse links
72) One (1) fusebox, 2 amp.
73) One (1) 4 amp.
74) Two (2) fusebox, 5 amp.
75) One (1) fusebox, 20 amp.
76) One (1) fusebox, 30 amp.
77) Six (6) xxxx reducers.
78) One (1) 40 amp circuit breaker.
79) 76 STD IND light, 120 volt, AC/DC.
80) One (1) methane sensor.
81) Two (2) switches in a box.
82) One (1) Xxxxxx Xxxxx box.
83) One (1) load buzzer, 120 volt, 6 hz, 18 amps.
84) One (1) contact kit.
85) [illegible]
Directors and Officers, ICMC
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November 4, 1997
86) Eleven (11) 3/8 inch straight liquid tight connectors.
87) Five (5) breakers, 20 amp.
88) One (1) starter, 110 volts.
89) One (1) magnetic switch.
90) One (1) on/off switch.
91) One (1) coil for magnetic switch.
92) One (1) set of track rollers.
93) One (1) World Energy Series motor, 3 phase, 2 hp, 60 hz, 1155 rpm, 7.2/3.6
amps, 230460 volts.
94) One (1) Century motor, 3 phase, 10 hp, 60 cycle: 1750 rpm, 208-270/440
volts, 28.6-27/13.5 amps 50 cycle: 1460 rpm, 220/440 volts, 30/15 amps. 95)
One (1) X.X. 0 xxxxx xxxxx, 00 xx, 00 cycle, 1750 rpm, 220 volt, 26.4/13.2
amp.
96) One (1) Century motor, 3 phase, 60 cycle, 1140 rpm, 14 amp, 5 hp, 220 volt
97) One (1) Xxxx & X'Xxxxxxx motor, 3 phase, 15 hp, 60 cycle, 1750 rpm, 19.2
amp, 440 volt.
98) One (1) G.E. motor, 3 phase, 5 hp, 60 cycle, 440 volt, 865 rpm, 7.47 amp.
99) One (1) Marathon electric with pump attached, 3 phase, 60 cycle, 3445 rpm,
230/460 volt, 36/18 amp.
100) Three (3) Xxxx industrial pumps, 1/2 hp, 60 Hz, 3450 rpm, 11.5 amp, 115
volt.
101) One (1) Xxxx effluent pump, 1/2 hp, 00 Xx, 000 volt, 11.5 amp, 3450 rpm.
102) One (1) MAC pump, 1/8 hp, 60-50 Hz, 2.3/1.3 amp, 115/230 volt, 3450/2850
rpm.
103) One (1) Xxxxxx pump, 1/2 hp, 115/230 volt, 7.4/3.7 amp, 60-50 Hz, 1725 rpm.
104) One (1) Dayton pump, 115 volt, 6.0/4.2 amp, 1725/1140 rpm, 60 Hz, 1/3 hp.
105) One (1) U.S. electric motor with Banjo pump, 3 phase, 5 hp, 60 Hz, 1715
rpm, 14.4/17.2 amp, 230/460 volt.
106) One (1) Deko motor, 3 phase Xxxxx, 8.6/4.3 amp, 230/460 volt, 1750 rpm.
107) One (1) Baldor motor, 3 phase, 1140 rpm, 230/460 volt, 9.6/4.8 amp, 60 Hz,
3 hp.
Directors and Officers, ICMC
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November 4, 1997
108) Two (2) G.E. motor, 3 phase, 3 hp, 220/440 volt, 1725/1435 rpm, 60/50
cycle: 8.45/4.25 amp 9.8/4.9 amp.
109) One (1) Allis Chalmers 3 phase motor, 1 hp, 60 cycle, 1740 rpm, 2/1.5 amp,
220/440 volt.
110) One (1) Fair Bank Xxxxx motor, 3 phase, 5 hp, 60 cycle, 1740 rpm, 13.8/6.9
amp, 220/440 volt.
111) One (1) Varidrive motor, 3 phase, 1 hp, 60 cycle motor: 1800 rpm, 4/2 amp;
gear ratio 7.29 rpm min, 140/280 max
112) One (1) Dayton DC motor, 3/4 hp at 2500 rpm, amp dc arm 6.9, volts dc arm
102.
113) One (1) U.S. electric uniclosed motor, 3 phase, 230/460 volt, 60 cycle,
63.0/31.5 amp, 1760 rpm.
114) One (1) Balder motor, 3 hp, 1750 rpm; volts: 180A/200/100F; amps:
13.2A/.45/.9F.
115) One (1) Century pump motor with attached pump, 3 phase, 10 hp, 60 cycle,
3500 rpm, 26/13 amp, 230/460 volt.
116) One (1) Century pump motor with attached pump, 1 hp, 60 cycle, 3450 rpm,
230/460 volt, 6.5/13 amp.
117) One (1) World Power series motor, 3 phase, 1 hp, 1145 rpm, 3.6/1.8 amp,
230/460 volt with attached SKK gear motor, 1 hp, 60 cycle, output 45, ratio
1:2573.
118) Two (2) Dayton motors, 3 phase, 1725/1425 rpm, 208-220/440 volt, 2.2/1 amp,
60-50 Hz, both with attached pumps with capacity charts.
119) One (1) Xxxxx Xxxxx Co. motor, 3 phase, 1 hp. 230/460 volt, 3.7/1.7 amp,
1745 rpm.
120) One (1) GM Delco 3 phase motor, 1 hp, 3.7/1.7 amp, 1745 rpm, 230/460 volt.
121) Two (2) G.E. motors, 3 phase, 10 hp. 60-50 cycle, 1740/1450 rpm, 220/440
volt, 26.3/13.2 and 28.8/14.4 amp.
122) Four (4) screw type 1 1/2 inch white plastic xxxxx.
123) Eight (8) 1/2 inch white plastic 90 degree elbows.
124) Six (6) 3/4 inch 90 degree white plastic elbows.
125) One (1) 90 degree white plastic 1 inch elbow.
126) Eight (8) 1 1/2 inch 90 degree white plastic elbows.
127) One (1) white plastic 2 inch 90 degree elbow.
128) One (1) 3 inch white plastic 90 degree elbow.
129) Two (2) 45 degree 1/2 inch white plastic elbows.
130) Four (4) 45 degree white plastic 3/4 inch elbows.
131) Nine (9) 2 inch 45 degree white plastic elbows.
Directors and Officers, ICMC
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November 4, 1997
132) Three (3) regular 2 inch white plastic valves.
133) One (1) 2 inch screw type white plastic valve.
134) Two (2) 1/2 inch female white plastic couplers.
135) Four (4) 3/4 inch white plastic female couplers.
136) Seven (7) white plastic 1 inch female couplers.
137) Two (2) 1 1/2 inch white plastic female couplers.
138) Eighteen (18) 2 inch white plastic female couplers.
139) Two (2) 1/2 inch white plastic male couplers.
140) Fifteen (15) 3/4 inch white plastic male couplers.
141) Three (3) 1 inch white plastic male couplers.
142) One (1) white plastic 1 1/4 inch male coupler.
143) Four (4) 1 1/2 inch white plastic male couplers.
144) Two (2) 2 inch white plastic male couplers.
145) One (1) 3 inch white plastic male coupler.
146) Eleven (11) 1/2 inch plain white plastic couplers.
147) Two (2) 3/4 inch white plastic plain couplers.
148) One (1) white plastic 1 inch plain coupler.
149) Three (3) 1 1/2 inch plain white plastic couplers.
150) Five (5) white plastic 2 inch plain couplers.
151) Three (3) 3 inch plain white plastic couplers.
152) One (1) 1/2 inch to 1/4 inch white plastic reducer.
153) Six (6) 1 inch to 3/4 inch white plastic reducer.
154) One (1) 1 1/4 inch to 1 inch white plastic reducer.
155) One (1) 1 1/2 inch to 1 1/4 inch white plastic reducer.
156) One (10) 1 1/2 inch to 1 inch white plastic reducer.
157) Nine (9) 2 inch to 1 1/2 inch white plastic reducer.
158) Eight (8) 2 inch to 1 inch white plastic reducer.
159) Four (4) 2 inch to 1 inch female white plastic reducer.
160) Three (3) 3/4 inch white plastic T's.
161) Two (2) 1 inch white plastic T's.
162) Three (3) 1 1/2 inch white plastic T's.
163) One (1) 2 inch to 1/2 inch white plastic reducing T.
164) One (1) 2 inch white plastic four way pipe.
165) Two (2) 3/4 inch white plastic plug.
166) One (1) 3/4 inch pipe plug.
167) Two (1) 1 inch white plastic plug.
168) Two (2) 1 1/4 inch white plastic plug.
169) One (1) 1 1/2 inch white plastic plug.
170) Two (2) 3/4 inch pipe with 90 degree female threads on one end.
171) [illegible]
Directors and Officers, ICMC
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November 4, 1997
172) Five (5) 1 inch pipes with 90 degree female threads on one end.
173) Three (3) 2 inch pipe with 90 degree female threads on one end.
174) Three (3) 1 inch to 3/4 inch 90 degree female reducers.
175) Two (2) 3/4 inch 90 degree male to female white plastic pipe.
176) Two (2) 6 inch 90 degree white plastic elbows.
177) One (1) 4 inch 45 degree white plastic elbow.
178) One (1) 6 inch 45 degree white plastic elbow.
179) One (1) 4 inch white plastic four way pipe.
180) Three (3) 4 inch white plastic couplers.
181) Four (4) 6 inch white plastic couplers.
182) One (1) 4 inch to 2 inch white plastic reducer.
183) One (4) 4 inch white plastic T.
184) Four (4) 3/4 inch female xxxx pipe valves.
185) One (1) 1 1/2 inch female xxxx pipe valve.
186) Three (3) 2 inch female xxxx pipe valves.
187) Twenty six (26) 2 inch plain xxxx pipe valves.
188) One (1) 3/4 inch 90 degree xxxx pipe elbow.
189) Seventy three (73) 2 inch 90 degree xxxx pipe elbows.
190) Two (2) 1 inch 45 degree xxxx pipe elbows.
191) Eighteen (18) 2 inch 45 degree xxxx pipe elbows.
192) One (1) 1/2 inch xxxx male coupler.
193) Seven (7) 2 inch xxxx male couplers.
194) Two (2) 3/4 inch xxxx Xx.
195) Two 92) 1 inch xxxx T's.
196) Eighteen (18) 2 inch xxxx T's.
197) Two (1) 1 inch xxxx unions.
198) Two (2) 2 inch xxxx unions.
199) Nine (9) 1 inch xxxx couplers.
200) Sixty (60) 2 inch xxxx couplers.
201) Three (3) 1 inch to 3/4 inch xxxx reducers.
202) Twenty (20) 2 inch to 1 1/2 inch xxxx female reducers.
203) Two (2) 6 inch to 2 inch xxxx reducers.
204) Three (3) 2 inch to 1 1/2 inch male/female reducers.
205) Thirty two (32) pair xxxx flanges.
206) Thirty three (33) 2 inch 20 foot xxxx pipe.
207) One (1) 1 1/2 inch pipe to hose.
208) Four (4) xxxx (schedule 80) valves with white (schedule 40) pipe.
209) Seven (7) xxxx (schedule 80) valves with 4 inch screw caps.
210) Thirty (30) plastic electrical wall reciprocals.
211) Twenty (20) plastic [illegible] .
Directors and Officers, ICMC
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November 4, 1997
212) Twelve (12) two way electrical switches.
213) One (1) Industrial electric sump pump, 2 inch diaphragm pump with motor,
serial no. HR-F5-21.
214) One (1) Great Lakes mobile home (office trailer) and contents with cover.
215) One (1) magnetic switch, 90-100 volt, 50 Hz.
216) One (1) on/off switch.
217) One (1) roll of heavy duty electrical wiring on spool.
218) One (1) coil for magnetic switch.
219) Two (2) 50 gallon barrels containing reagents (unpaid for).
220) Angle drive unit (gears).
221) Pallets.
222) Misc. conduit.
223) 4 inch flex piping.
224) Two (2) shovels.
225) One (1) rake.
226) Other misc. plumbing parts.
227) 8' x 12' storage building.
228) Two (2) tank stands.
229) One (1) portable toilet.
230) Roofing tin.
231) One (1) single cell agitation apparatus (for reagents) with electric motor.
232) Misc. scrap metal.
233) One (1) single cell mixing tank with agitator.
234) Misc. pipe.
235) Six (6) 55 gallon drums.
236) One (1) 250 gallon fuel tank with hose and nozzle.
237) One (1) porcelain sink with storage cabinet.
238) Wall shelves (10' x 20' x 12").
239) One (1) 110 portable heater.
240) Two (2) catch bins.
241) 4' x 10' counter with shelving and storage underneath.
242) One (1) carbon electrowinning plate.
243) Misc. 6" stove pipe.
244) Gasoline and diesel lockable faucets.
245) Six (6) wooden pallets.
246) Misc. hand tools.
Directors and Officers, ICMC
Page 9
November 4, 1997
247) Two (2) shovels.
248) Two (2) pipe wrenches.
249) Other misc. electrical parts.
Plus other items upon inspection of premises.
As previously stated, this is a formal demand for the aforementioned listed
items and equipment located at the Xxxxxx Xxxx mine and millsite located north
of Cottonwood, Idaho.
Cordially,
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
President
JS/b
cc: Xxxxxx Xxxxxxxxx, III
Xxxxxx Xxxx Xxxxx
EXHIBIT 2
TO SETTLEMENT AGREEMENT
PARAGRAPH 4(b)
List of items in which Gumprecht and Witrak
held security interest
IDAHO MINING & DEVELOPMENT COMPANY APPRAISAL
Cottonwood, Idaho
September 27, 1990 and Updated
*1 only 36" x 36" Reciprocating Feeder, shop made $ 6,500.00
*1 only 18" x 36" Union Iron Works Jaw Crusher, blake type, plain bearing, with
40 HP motor 10,000.00
*1 only 36S Telsmith Cone Crusher, with 30 HP motor 28,000.00
1 only Fabricated Steel Ore Bin, approximately 30 Ton capacity 5,250.00
1 only 24" x 50' Channel Frame Conveyor, complete with 10 HP electric drive
6,250.00
1 only 5' x 42" Union Iron Works Conical Ball Mill, scoop feed, trunnion
overflow discharge, steel liners with 30 HP electric motor through a
Western Gear reducer, all mounted on a structural steel base
32,500.00
1 only 54" x 22' Xxxxx Spiral Classifier, with 10 HP motor 7,500.00
2 only 12" dia. x 12' high Steel Agitator Tanks, open top with two 5 HP Denver
agitator drives with shafts and 3' dia. propellers @ $15,000.00 each
30,000.00
5 only 7,000 gallon Solution Storage Tanks @ $3,500.00 each 17,500.00
1 only 10" dia. x 10' Filter Tank, on stand with winch for dumping 12,250.00
1 Lot PVC Piping from Ball Mill to Filter Tanks to Storage Tanks and other
miscellaneous hardware 8,550.00
6 only 750 gallon Polyuranthane Tanks, with filters, pumps, and connecting 11,100.00
plumbing of PVC pipe @ $1,850.00 each
**1 only Building housing the 24 x 30 Plastic Tanks 11,500.00
1 only 10,000 gallons Makeup Water Storage Tank 11,250.00
1 only 190 KW General Motors Diesel Generator Set on Skid and including 17,500.00
Generator Building
**1 only Electro Winning Building with (2) only 20' x 24' additions 35,000.00
**1 set Special Floor Liners installed in Building 2,850.00
1 only Water Heater in Building 350.00
8 only Solution Xxxxxxxx, Filter Pumps, Heaters and all Plumbing, Plates and 23,000.00
Hangers @ $2,875.00 each
1 only D.C. Power Supply in Building 3,500.00
1 Lot Electrical Wiring, Switch Gear and Controls 11,325.00
1 Lot Lab Equipment, Including chemicals, ore preparation equipment, glassware
23,500.00
1 only Model 303 Atomic Absorption Machine 12,000.00
1 Lot Foundations, Cement Work and Site Preparation 10,250.00
1 only Flygt Submersible Pump, 10 HP 3,500.00
2 only 1,000 gallon Plastic Cone Tanks @ $3,000.00 each 6,000.00
1 only Portable 600 CFM Worthington Compressor, diesel powered 7,500.00
1 only Steam Generator 3,250.00
1 only Ion Exchange and Stripping Unit, complete with all tanks and accessory
equipment 27,000.00
3 only 15' x 8' Denver Thickener Mechanism with rubber lined tank, shaft, xxxxx, 225,000.00
3 HP/440 volt motor and reducer, manual lifters and launders @ $75,000.00
each
TOTAL $609,675.00
* The above items were not personally inspected by Xxxxxx X. Xxxxxx
** Only have value for use on this Site.
HELENA SILVER MINING, INC.
Clinton, Montana
May 12, 1993
1 only 2'6" x 4' Single Deck Vibrating Scalping Screen $ 3,000.00
1 only 8" X 12" Jaw Crusher with Plain Bearing (no name) with 30 HP electric
drive motor and extra sheave to drive above screen
7,500.00
1 only 12' x 10' Flat Under Conveyor, channel frame and electric drive (appears 1,500.00
to be all part of Crusher frame)
1 only 18" x 20' Channel Frame Conveyor with 5 HP electric motor and Dodge shaft
model reducer 2,250.00
1 only 16" x 15" Double Roll Crusher with 20 HP electric motor and Xxxxx 8,500.00
Parallel Shaft gear reducer with chain drive and enclosed gear drive
between rollers
1 only 12" x 5' Belt feeder (to Ball Mill from Course Ore Bin) channel frame
(heavy duty), new vari drive and 2 HP electric motor
4,250.00
1 only 5' x 4' Denver Type "A" Ball Mill, scoop feed, overflow discharge, spare
gear (85%), 50 HP electric motor and V-flat drive to pinion shaft, manual
clutch on pinion shaft, shaft, steel liners (75 to 80%)
35,000.00
1 1/2Tons New 2" Grinding Balls @ $450.00 per ton 675.00
1 only 9" x 16" Denver Duplex Mineral Jig with electric motor 3,750.00
1 only 27" x 15' Simplex Rake Classifier with electric drive 750.00
1 bank of 6 Denver #18 Sub A Flotation Cells with wood tanks and 2 bearing shaft
assembly, 3 - 3.5 HP Westinghouse electric motor drive (1
motor per 2 cells)(Very old - salvage for parts) LOT
1,000.00
PAGE #2
1 bank of 4 Denver #21 Sub A Flotation Cells, complete with 2 - 7.5 HP electric motor
drives, complete units, S/N 14211 @ $4,200.00 each
16,800.00
3 only Clarkson Reagent Feeders, Model E-1 @ $450.00 each 1,350.00
1 only 2-cell Reagent Mixer with electric powered agitator, (shop made) 1,250.00
1 only 2" Denver Sand Pump with 5 HP electric motor 3,750.00
1 only 12' x 8' Denver Thickener with open type worm drive, rake assembly and 22,500.00
electric power, wood stove tank, manual lift
1 only 2" Simplex Diaphram Pump for underflow of thickener with 3/4 HP electric 1,500.00
motor
1 only 4' dia. X 3.5' Denver Drum Filter, knife discharge, agitator tank, 6,500.00
electric drive
1 only Robusch Vacuum Pump, S/N 2682, with 30 HP electric motor drive 2,500.00
1 only Filter package consisting of filtrate pump and receiver, vacuum receiver, 3,500.00
all valves and gauges
1 only 20 HP Quincy Air Compressor, mounted on horizontal air receiver 1,200.00
1 only 12' x 10' Channel frame Conveyor (discharge from drum filter) with 1,200.00
electric drive
1 only 17' x 30' Wood frame Conveyor (to concrete bin) with electric drive 1,200.00
1 only 18' x 12' Channel frame Conveyor with electric drive (load out under 1,575.00
concentrate bin)
1 only 2 Ton Jet Electric Chain Hoist with pendent control on trolley (in shop) 1,250.00
1 only 2 Ton Xxxxx Electric Chain Hoist with pendent control on trolley (in Mill 1,250.00
Building)
1 only 4' x 3' Horizontal Centrifugal Fire Pump with surge tank and electric 2,750.00
drive
PAGE #3
1 only 1 1/2" x 1" Jacuzzi Centrifugal Motor Pump with electric drive, 5 HP 1,200.00
1 only 2" x 1 1/2" Century Centrifugal Water Pump with 1.5 HP electric motor 600.00
3 only 100KW Single phase Transformers with primary of 4,160 volt, secondary 480 2,700.00
volt (on pole for incoming power)
@ $ 900.00 each
1 Lot Electric starters, push button controls, in building transformers,
lighting fixtures and infra-red heater, wiring and conduit (all this
materials is in very good condition and extremely well done)
LOT VALUE
50,000.00
1 Office Building consists of 4 main rooms, toilet, storage closets, with 21,500.00
baseboard heaters (this unit is movable)
1 Assay Office Building with 1 storage cabinet, toilet, exhaust hoods, work 12,500.00
bench, baseboard heat (this building is movable)
1 Mill Building. Wood frame construction, designed to handle equipment 5,000.00
described above with ore bits, shop area and insulated overall and with
heating system. (Not movable-salvage)
TOTAL $234,500.00
Cottonwood Value $609,925.00
Helena Silver Mining Value $234,500.00
GRAND TOTAL $844,425.00
ADDITIONAL EQUIPMENT AT
GOLDEN EAGLE AND COTTONWOOD PLANT SITES
MAY 20, 1993
1 only 8' x 16' Wilfrey Concentrating Table (Reconditioned) $18,250
1 only 4' x 3' Denver Ball Mill (Reconditioned) 100% w/power $35,000
1 only 4' x 30' Trommel w/ Power Unit mounted on
8' x 50' Fruehauf Trailer (Reconditioned) $65,000
1 only 24' x 8' Belt Feeder-- heavy duty & HP electric motor $6,500
1 only Allis Chalmers Steel Ore Bin w/ Shaker Feeder and 15 HP electric motor-- $8,500
40 ton capacity
1 only Reconditioned GMC 671 Power Unit with duel clutches $8,250
1 only 12" x 20" Denver type Jaw Crusher w/ Roller Bearings (90%) $15,000
1 only 20,000 gallon Storage Tank $22,000
1 only Reconditioned (like new) Model 303 Atomic Absorption Unit $9,500
1 only 3" Simplex Diaphragm Pump w/3/4HP electric motor $1,500
1 only 24" x 24" Deriver Duplex Mineral Jig w/ electric motor (New diaphragms $6,000
and reconditioned)
1 only 12' x 20' Heavy Rail. 4' Pass Ore Grizzly $6,250
1 only 190 HP Allis Chalmers Power Plant w/ gear and clutch assemblies $10,600
(reconditioned 1993)
1 only Used Elmco Horizontal Vacuum Xxxx Extractor, 36" wide x 45' long. With $45,000
electric drive vacuum pump and drive, filtrate pump and drive. All
wetted parts stainless steel
Total Additional Equipment-- GE and Cottonwood $257,250
Cottonwood, Idaho Value $609,925
Helena Silver Mining-- Clinton, Montana $234,500
REVISED GRAND TOTAL [Illegible]
-------------------
IDAHO CONSOLIDATED METALS
------------CORPORATION----------
LETTER OF UNDERSTANDING
Idaho Consolidated Metals Corporation of Lewiston, Idaho (hereinafter "the
Company") and Xx. Xxxxxx Gumphrecht and Xx. Xxxxxx Xxxxxx, husband and wife,
(hereinafter "the Doctors") have entered into a financial agreement. Said
agreement to be formalized by note and collateral list once the entire financing
package being sought as a bridge loan mechanism is in place. The parties hereto
are aware a large private placement financing is being done by the Company under
the auspices of Section 505, Reg. D of the Securities Exchange Commission, in
which financing is being sought by several professional groups who specialize in
financing for entities with the business development of the Company. The Company
is bridging operating expenses and acquisition costs of the Xxxx Mine in Nevada
pending conclusion of the entire 505 Reg D placement.
As part of the arrangement, the Doctors have agreed to loan to the Company
the amount of $250,000. Said amount to be used in concluding the larger amount
necessary for the bridge financing to meet the Company's needs.
The Company hereby agrees to collateralize said $250,000 package with the
plant and equipment located at Cottonwood, Idaho, referred to as the Xxxxxx'x
Hill or Cottonwood Plant. The attached list of equipment with the salvage value
of approximately $1,200,000 represents the actual collateral used herefore.
The Company further agrees to maximize the Doctors return on this timely
investment based on the degree of help and benefit said loan provides to the
Company.
All of the terms required to accomplish the formalities for this agreement
shall be formalized as mentioned above and shall include said before mentioned
consideration and will include but not be limited to all costs to the Doctors
for use of the funds, along with payment of a reasonable return therefore. In
the event any financial difficulty or other difficulty is encountered by the
Company which could affect the collateral for the Doctors, they shall have
priority in the collateral based on this Letter of Understanding in the event
the formal required documents are not yet in place.
IN WITNESS WHEREOF the parties have executed this Agreement this 19th day
of October, 1995.
"The Company"
By /s/ Del Xxxxxxx
Del Xxxxxxx, President and CEO for Idaho
Consolidated Metals Corporation
APPROVED:
/s/ Xx. Xxxxxx Xxxxxxxxx
-------------------------------------
Xx. Xxxxxx Xxxxxxxxx
/s/ Xx. Xxxxxx Xxxxxx
-------------------------------------
Xx. Xxxxxx Xxxxxx
EXHIBIT 3
TO SETTLEMENT AGREEMENT
PARAGRAPH 7
Lease agreement on Golden Eagle claim blocks
EXPLORATION AND MINING LEASE AGREEMENT
THIS AGREEMENT, entered into this 29TH day of April, 1998, by and between
IDAHO MINING AND DEVELOPMENT COMPANY, a corporation, hereinafter called
"Lessor", and IDAHO CONSOLIDATED METALS CORPORATION, a foreign corporation,
hereinafter called "Lessee".
W I T N E S S E T H:
Lessor is the co-owner in control of two hundred nine (209) unpatented
claims as more fully set forth in the attached Exhibit A situated in the
Orogrande Mining District, Idaho County, Idaho, including the surface and
subsurface thereof, and all ores and minerals thereon and thereunder.
This Agreement will set forth all of the terms and conditions under which
Lessor grants to Lessee a lease in reference to the Claims, for the purposes,
and for the term, hereinafter provided.
The parties hereto understand Lessee shall immediately assign this lease to
an existing Joint Venture with Cyprus Gold discussed further herein. The parties
intend for this Lease to conform to the terms of the Cyprus Joint Venture and if
there is a conflict, the Cyprus document shall control for so long, as the Joint
Venture between Cyprus Gold and Lessee is in effect.
IN CONSIDERATION of the covenants and agreements hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by Lessor, the above parties agree to the following:
SECTION 1. LEASE
Lessor hereby grants, leases and demises the claims unto Lessee, its
successors and assigns, for the term and for the purposes hereinafter provided,
including, but without being limited to all ores, minerals, and mineral rights,
and all water and water rights, in, upon and under the Claims, and all right,
title and interest which may be acquired by or for Lessor, or any of them, in or
pertaining to the Claims or any part thereof, during the term of this Agreement,
except those specific reservations contained in Sections 11 and 12 of this
agreement.
SECTION 2. TITLE TO CLAIMS
Lessor covenants and represents that Lessor is the co-owner and controller
of the claims as set forth in the attached Exhibit A and has provided Lessee all
of Lessor's title information and
Exploration and Mining Lease Agreement
Page 1
related documents. Lessor does not make title representation beyond those
specifically disclosed thereby.
Lessor further covenants and represents that all of the unpatented Claims
have been located in compliance with the laws of the state in which the Claims
lie, and with all laws of the United States of America governing location of the
Claims, and that Lessor has performed all assessment work or paid or knows all
maintenance fees have been paid, required by law to maintain title to the
unpatented Claims in Lessor to the date hereof.
Lessor shall cooperate and do everything, in his power to put title in a
marketable state. Expense to be borne by ICMC.
SECTION 3. TERM
The term of this Lease is for an initial period to coincide with the term
of that certain J.V. entered into on June 13,1997 by and between CYPRUS GOLD
EXPLORATION CORPORATION, a division of CYPRUS AMAX MINERALS COMPANY, and IDAHO
CONSOLIDATED METALS CORPORATION, (hereinafter "the Cyprus J.V.")
At the conclusion of the Cyprus J.V., Lessee shall be entitled to lease the
property for an additional 5 year period by meeting the additional conditions
and terms specified herein extendable for an additional 5 years. In the event
Lessee puts the property into production, the lease shall last for the life of
the mine.
a. Consideration: During the Cyprus J.V. term of the Lease, Lessor shall be
entitled to: during the term of the Lease, Lessor shall be entitled to a 40%
share of all benefits (defined as all funds received by ICMC less costs assessed
by Cyprus against these claims) derived from the Golden Eagle claims blocks.
(See Exhibit "A")
b. Payments: All payments to be made by Lessee to Lessor hereunder may be
made by Lessee's check or draft mailed or delivered to Lessor at Lessor's
address for notice purposes, or as set forth below, or for the account of Lessor
at such bank or banks, or elsewhere, in one of the United States, as Lessor may
designate from time to time by written notice to Lessee. Such bank or banks
Exploration and Mining Lease Agreement
Page 2
shall be deemed the agent of Lessor for the purpose of receiving, collecting and
receipting, for such payments.
SECTION 4. PURPOSES
The purposes of this Agreement are to convey to Lessee, its successors and
assigns, the right to enter into and upon the Claims, and each and every part
thereof, so long as this Agreement remains in effect, and to explore for,
develop, mine, remove, xxxxx in place, treat, produce, ship and sell, for its
own account, all ores and minerals which are or may be found therein or thereon.
Lessee and its assignee are hereby granted the right to make any use or
uses of the Claims consistent with the foregoing purposes, including, but not
limited to, the full right, authority and privilege of placing and using therein
excavations, openings, shafts, ditches and drains, and of constructing,
erecting, maintaining, using, and at its election, removing, any and all
buildings, structures, plants, machinery, equipment, railroads, roadways,
pipelines, electrical power lines and facilities, stockpiles, waste piles,
tailings ponds and facilities, settling, ponds, and all other improvements,
property and fixtures as may be necessary, convenient, or suitable for mining,
removing, beneficiating, concentrating, smelting, extracting, leaching, refining
and shipping of ores, minerals or products thereof, or for any activities
incidental thereto, or to any of the rights or privileges of Lessee hereunder.
Lessee and its assignee are further granted the right, insofar as Lessor
lawfully may grant the right, to divert streams, to remove lateral and subjacent
supports, to cave, subside or destroy the surface or any part thereof, to
deposit earth, rocks, waste, lean ore and materials on any parts of the Claims
where it will not interfere with mining, to xxxxx the same, and to commit waste
the extent necessary, usual or customary in carrying out any or all of the above
rights, privileges and purposes; IT IS PROVIDED, however, that if any of the
mining operations hereunder result in damage to Lessor's buildings or personal
property existing on the Claims on the date this Agreement is executed, Lessor
shall be reimbursed for the reasonable value of the same.
Lessee or its assignee shall explore, conduct geological and geophysical
investigations, drilling, or otherwise seek, in the manner and to the extent
that they, in their sole discretion, deems
Exploration and Mining Lease Agreement
Page 3
advisable, to locate and develop ores, minerals, and metals In commercial
quantities in and upon the Claims.
SECTION 5. DEFINITIONS
The following defined terms, wherever used in this Agreement, shall have
the meaning set forth below:
a. "Lessor" shall mean all persons individually and collectively, having an
interest in the Claims and executing this Agreement, or a counterpart hereof,
other than Lessee.
b. "Ore" shall mean material from the Claims, the nature and composition of
which, in the sole judgment of Lessee, justifies either (1) mining, or removing
from place during the term of this Agreement, and shipping and selling the same,
or delivering the same to a processing plant for physical or chemical treatment,
or (2) leaching in place during the term of this Agreement.
c. "Waste" shall mean earth, rock or material mined or removed from place
in the Claims during the term of this Agreement, but which is not ore as defined
above.
d. "Product" shall mean the following:
1. all ore mined or removed from place in the Claims during term
hereof and shipped and sold by Lessee prior to treatment, and
2. all concentrates, precipitates, and mill products produced by or
for Lessee from ore mined or removed from place in the Claims, or
from ore leached in place in the Claims, during the term of this
Agreement.
SECTION 6. BOUNDARY INTERESTS
If any mining interests are located or acquired by Lessor, within the
Cyprus J.V. area of influence as designated by the Cyprus J.V., or are adjudged
to be owned by Lessor by a court of competent jurisdiction, prior to the
expiration of this Agreement, Lessor forthwith shall notify Lessee in writing,
describing each such Boundary Interest. With respect to any other interests
owned, located or acquired by Lessor, within the J.V. area of influence, limited
to the Petsite, Eagle and Golden Eagle mining claim blocks, Lessee shall have
the right at its option to elect to have any or all of these Interests made
apart of the Claims as though specifically described in the description
Exploration and Mining Lease Agreement
Page 4
of the claims in this Agreement. Any Boundary Interests included within this
Agreement shall be subject to the right of the Lessee to explore, develop and
mine the same.
If Lessee elects to have any Boundary Interests made a part of the Claims
hereunder, it shall mail or deliver to Lessor, within sixty (60) days after
receipt of each such notice from Lessor, written notice of such election.
Lessee's election shall be effective upon mailing, or delivering, the above
notice to Lessor.
Any additional undivided interest in the Claims originally subject to this
Agreement acquired by Lessor shall become subject to all terms and conditions of
this Agreement upon the giving by Lessee of the above-described notice of
election. Lessee shall have no obligations to Lessor or others concerning any
other Boundary Interests, except to perform annual assessment work or pay fees,
in the manner set forth hereunder, on all unpatented mining claims wholly owned
by Lessor within the Boundary Interests which Lessee elects to include as part
of the Claims, all subject to the hereafter provisions concerning assessment
work.
SECTION 7. ANNUAL ASSESSMENT WORK
Lessee's assignee shall perform all annual assessment work, and if
required, pay maintenance fees and other costs required by law to hold the
unpatented claims listed under Exhibit A hereto for each assessment year, as
defined by statute, and ending upon the date the Cyprus J.V. expires. Lessee
shall then perform assessment work for any additional term or terms of this
Agreement in accordance with State and Federal regulations.
If this Agreement expires or is terminated after the first day of July in
any assessment year, Lessee shall perform the required assessment work or pay
the maintenance fees for the claims listed under Exhibit A hereof, and shall
have the right to enter onto the unpatented claims at any time or times during
the remainder of said assessment year to perform or complete the above-required
assessment work for said assessment year, without payment or other obligation or
Lessor or others.
Lessee shall provide documentation to Lessor of all payments, filings, or
other related claim maintenance documentation provided to Lessee by Cyprus
pursuant to the required of the Cyprus J.V.
Exploration and Mining Lease Agreement
Page 5
SECTION 8. PATENT PROCEEDINGS
Lessee recognizes Lessor has a current patent application In place for
three (3) of the unpatented mining claims. They are Golden Eagle, Golden Eagle 2
and Golden Eagle 3. Lessor shall have all rights necessary to perfect said
patent. Lessor upon perfection of patent shall have exclusive ownership of all
surface rights subject only to lease of mineral estate and rights of Lessee to
ingress and egress for purpose of mineral exploration and development. Along
those lines enumerated in paragraph 7 (f) and (g) of the Global Settlement
Agreement signed between the parties. Said agreement is attached hereto and made
a part thereof SECTION 9. EXCLUSION OF A PORTION OR PORTIONS OF THE CLAIMS
At any time during the term of this Agreement, Lessee may exclude from the
provisions of this Agreement any unpatented claim or claims covered hereby by
giving notice of the same in writing to Lessor, but in such event this Agreement
shall be deemed to continue in full force and effect as to any and all remaining
Claims. Upon and after the giving of such notice:
1. the term "Claims" as used herein shall not include the claims so
dropped and excluded;
2. Lessee shall surrender possession of such excluded claims to Lessor
and shall execute and deliver to Lessor such instruments as may be
reasonably necessary to evidence the relinquishment by Lessee of any
interest in such claims, and Lessee shall have no further obligations
with respect to such Claims except as otherwise provided in Section 11
hereof (relating to assessment work). Relinquishment or exclusion of
any of the Claims by Lessee shall not reduce consideration to Lessor
required hereunder.
3. Lessee has agreed that Lessor shall have certain placer mining rights
as enumerated in the Global Settlement Agreement paragraphs 7(f) and
(g) as attached and made a part hereof.
SECTION 10. TAXES
Lessee shall pay promptly before delinquency all taxes, if any, and
assessments, general, special, ordinary and extraordinary, that may be levied or
assessed during the term of this Agreement
Exploration and Mining Lease Agreement
Page 6
upon the Claims subject to this Agreement, and upon all ore and Product
therefrom. All such taxes for the year in which this Agreement is executed, and
for the year in which this Agreement terminates, shall be prorated between
Lessor and Lessee. Lessee always shall have the right to contest in the courts
or otherwise, in its own name or in the name of Lessor, the validity or amount
of any such taxes or assessments, if it deems the same unlawful, unjust, unequal
or excessive, or to take such other steps or proceedings as it may deem
necessary to secure a cancellation, reduction, readjustment or equalization
thereof, before it shall be required to pay the same. Lessee shall not permit or
suffer the Claims or any part thereof to be conveyed, or title lost to Lessor,
as the result of nonpayment of such taxes or assessments. Lessee shall, upon
request, furnish to Lessor duplicate receipts for all such taxes and assessments
when paid.
Lessee shall not be liable for any taxes levied on or measured by income,
or taxes applicable to Lessor, based upon payments under this Agreement.
Nothing, in the foregoing shall be construed to obligate Lessee to pay such
portion of any tax as is based upon the value of improvements, structures, or
personal property made, placed or used on any part or parts of the Claims by or
for Lessor or by an owner or lessee of surface rights other than Lessee. If
Lessor receives tax bills or claims which are the responsibility of Lessee
hereunder, the same shall be promptly forwarded to Lessee for appropriate
action.
SECTION 11. REPORTS, INSPECTION
a. Annual Reports
Lessee shall deliver, each year during the term hereof, to Lessor
requesting the same, copies of such maps, cross sections, and other engineering
data concerning the quality and location of ore and material mined from the
Claims as Lessee customarily prepares or obtain for its own records, which
information shall not require preparation of special records or reports by
Lessee. This information shall be furnished, if requested, on or before the
second day of June in each year during the term hereof, and the data contained
therein shall be stated as it existed at the close of the preceding calendar
year.
Lessee shall not be required to disclose its own current estimates and
calculations of the grade and tonnage of ore reserves.
Exploration and Mining Lease Agreement
Page 7
Lessor is familiar with and agrees to adhere to all information disclosure
requirements set out in the Cyprus X.X.
x. Quarterly Reports of Production
On or before the first day of each January, April, July and October during
the term hereof, Lessee shall deliver to Lessor detailed statements for the
preceding calendar quarter, showing separately the respective quantity and
average analysis of Product produced from the Claims during such quarter.
Lessee shall deliver to Lessor the quarterly statements required under
Section 3, above, showing, calculation of Lessee's payments from Cyprus, if any,
for calculation of payments to Lessor.
c. Reports on Termination
Upon termination of this Agreement, Lessee shall deliver to Lessor a report
of all exploration conducted by Lessee or its assignee, on or in that part of
the Claims as to which this Agreement is being terminated. This report shall
show the location of all such exploration work, the results thereof, the
character of any ore encountered, and Lessee's analysis of such ore; it is
provided, however, that in its above reports upon termination, Lessee shall not
be required to disclose information concerning, or which might tend to reveal
processes, techniques or equipment developed by or for Lessee, or with which it
may be experimenting, or any processes, techniques or equipment which it is
under obligation to any other person or company not to reveal.
d. Inspection
Lessor and its authorized agents, at Lessor's risk and expense, at all
reasonable times, may enter upon the Claims to inspect the same, and to measure
the quantity and quality of ore mined therefrom or remaining therein, provided
that Lessor shall not unreasonably or unnecessarily hinder or interrupt Lessee's
operations. Lessor shall indemnify and save harmless Lessee, its successors and
assigns, from and against all liability, claims and causes of action for injury
to or death of persons, or damage to property, including, without limitation,
the person or property of Lessor and its agents, and third parties, in any
manner resulting, wholly or in part, from the exercise of the foregoing rights
by Lessor or its authorized agents.
Exploration and Mining Lease Agreement
Page 8
e. Audit
Lessor, or its authorized agents, shall have the right to audit and inspect
Lessee's accounts and records used in calculating; payments to Lessor hereunder,
which right may be exercised, as to each quarterly payment, at any reasonable
time during a period of one (1) year from and after the date on which the
quarterly payment was paid by Lessee.
SECTION 12. MANNER OF MINING
All of Lessee's operations hereunder shall be conducted in a careful and
workmanlike manner, in accordance with accepted practices of the mineral
industry, without committing any unusual permanent waste or injury to any mine
in the Claims, or interference with the subsequent operation thereof, if not
reasonably necessary in Lessee's operations.
Lessee shall have no obligation, express or implied, to open or develop any
mine or mines in the Claims. Whenever Lessee deems it necessary or advisable,
Lessee may discontinue or resume exploration, development, mining and production
operations from time to time during the term hereof, so long as it meets its
obligations hereunder to pay taxes and advance royalty or production royalty.
Nothing herein shall require Lessee to develop a separate shaft or shafts
in the Claims or prevent Lessee from exercising the cross-mining rights
hereinafter provided.
SECTION 13. CROSS-MINING
a. For the purpose of enabling Lessee to conduct with greater economy and
convenience, the mining and removing of ore from the Claims, Lessee is hereby
granted the right, if it so desires, to mine and remove ore, product and
materials from the Claims through or by means of shafts, openings or pits which
may be made in or upon adjoining or nearby property owned or controlled by
Lessee or Lessee's assignee.
b. Lessee or Lessee's assignee, may, if it so desires, use the Claims and
any shafts, openings and pits therein for the mining, removal, treatment and
transportation of ores and materials from adjoining or nearby property, or for
any purpose connected therewith.
c. For the purpose of enabling Lessee to conduct, to the best advantage of
the parties hereto, and with greater economy and convenience, the mining,
removal, handling and disposition
Exploration and Mining Lease Agreement
Page 9
of ore and Product from the Claims, and from other lands in which Lessee or its
affiliated companies may be conducting mining operations, the operations of
Lessee, and the said operations on other lands, may be conducted upon the Claims
and upon any and all such other lands as a single mining operation, to the same
extent as if all such properties constituted a single tract of land. Nothing
herein shall relieve Lessee from its obligations for payments or reports as set
forth in this Agreement.
SECTION 14. STOCKPILING, WASTE
a. Stockpiling on Other Lands
Lessee shall have the right, at any time during the term hereof, to
stockpile any ore or Product mined or produced from the Claims at such place or
places as Lessee may elect, either upon the Claims or upon any other lands owned
or controlled by Lessee, its successors or assigns. The rights and liens of the
Lessor in and to any such ore or Product stockpiled on other lands shall not be
divested by the removal thereof from the Claims, but shall be the same in all
respects as though such materials had been stockpiled on the Claims. If such
other lands are now owned by Lessee, Lessee shall obtain from the owners thereof
a properly executed instrument under which the owners of said other lands agree
to recognize the interests and liens of Lessor on ore and Product stockpiled on
said other lands.
The stockpiling of ore or Product from the Claims on other lands shall not
be deemed a removal or shipment thereof requiring payment of royalty thereon.
The tax covenants set forth in this Agreement shall apply to ore and
Product from the Claims stockpiled on other lands.
b. Stockpiling on the Claims
Lessee shall have the right, at any time during the term hereof, to
stockpile on the Claims any ore or materials mined or produced by Lessee or its
affiliated companies from other lands. Lessor agrees to recognize the rights and
interests of others in such ores and materials stockpiled on the Claims, and to
permit the removal thereof by Lessee at any time during the term of this
Agreement, or by the owners thereof for a reasonable time after termination of
this Agreement, all without liability or expense to Lessor.
Exploration and Mining Lease Agreement
Page 10
All stockpiles on the Claims shall be so placed as not to interfere with
mining operations on the Claims.
SECTION 15. MIXING
After ore and Product from the Claims have been sampled, where necessary,
and weighed, or measured by volumetric survey, truck factors, or other industry
practices, in such manner as will permit the computation of royalty to be paid
hereunder, Lessee may mix the same with ores, materials or products from other
lands.
SECTION 16. TREATMENT
Lessee shall have the right, but shall not be required, to beneficiate,
concentrate, smelt, refine, xxxxx, and otherwise treat, in any manner, any ore,
Product and materials mined or produced from the Claims and from other lands.
Such treatment shall be conducted in a careful and workmanlike manner. It is
provided, however, that any tailings or residue remaining on the Claims for a
period of one (1) year after the date on which this Agreement has expired, or
has been terminated by Lessee as to all of the Claims, shall be deemed abandoned
by Lessee and thereupon shall become the property of Lessor.
SECTION 17. LESSOR'S XXXX
Xxxxxx shall at all times have, possess, and hold a lien upon all ore and
Product mined from the Claims and shipped therefrom but not sold to a bona fide
purchaser, and upon all improvements placed upon the Claims by Lessee, as
security for any unpaid balance of money due hereunder and as security for the
performance by the Lessee of each and all of Lessee's covenants hereunder. This
lien may be enforced against any such property in like manner as liens conferred
by chattel mortgages, or as any other lien security may be enforced under the
laws of the State of Idaho. Nothing herein contained, however, is intended or
shall be construed to prevent the sale, shipment and removal of ore or Product
in the usual course of business, nor to prevent the removal of tools, machinery,
equipment or other property at any time when Lessee is not in default. This lien
shall not apply to ore or Product sold to third parties.
Exploration and Mining Lease Agreement
Page 11
SECTION 18. TITLE TO PREMISES; Protecting TITLE
Lessee accepts Lessor's title to the claims "as is" on the date of
execution of this Agreement. Lessee or its assignee has the right as outlined in
paragraph 2.3 of the Cyprus J.V. to protect, perfect or otherwise deal with
title as deemed necessary by the current or future condition of title. Nothing
herein shall be construed to transfer title of the claim to Lessee beyond the
lease rights herein set forth.
SECTION 19. INSURANCE; INDEMNITY
During the Cyprus J.V. term of this Agreement, the terms and conditions
concerning insurance, liability and indemnity shall apply specifically to
Exhibit D. In the event Lessee opts to continue this Lease, then the hereinafter
clauses shall become the agreement between Lessor and Lessee.
SECTION 20. EXTRA TERMS UPON ELECTION TO EXTEND
Lessee shall pay the sum of Ten Thousand Dollars ($ 10,000) to initiate the
first 5 years lease extension if Cyprus terminates.
Lessee shall be required to do a minimum of $100,000 per year of
exploration and development work on the property.
Lessor shall be provided accountings and reports for the work and have the
right of inspection.
Lessor may elect in the event Lessee fails to do $100,000 worth of work per
year of this Lease to give Lessee notice of termination hereof by mailing the
same pursuant to this Lease.
Lessee may elect to extend the Lease for an additional 5 year period by
paying Lessor an additional $ 10,000. The work commitments would remain the
same.
In the event Lessor elects to participate in production ICMC shall advance
40% of the pre-production costs as a loan to Lessor to be repaid by Lessor from
profits from actual production together with interest at the rate of prime rate
+ 2% as published in The Wall Street Journal per annum until Lessor's 40% share
of pre-production costs is paid in full. Pre-production costs commence upon the
delineation of an inferred resource as defined by the Canadian Mining and
Metallurgy Ad Hoc Committee Report of September, 1996. In the event profit from
production is
Exploration and Mining Lease Agreement
Page 12
inadequate to repay Lessor's share of pre-production costs, the obligation of
Lessor to pay pre-production cost is forgiven.
In the event Lessor does not elect to participate in production, ICMC shall
have the right to proceed to production and Lessor's ownership percentage shall
decrease to 5% net smelter return. This provision shall not be interpreted to
reduce or diminish the work requirements of ICMC herein.
SECTION 21. TERMINATION, REMOVAL OF PROPERTY
a. Termination of Lessors
In the event of any default by Lessee in the performance of its obligations
hereunder, Lessor shall give to Lessee written notice specifying the default. If
the default is not cured within thirty (30) days after Lessee has received the
notice, or if Lessee has not within that time begun action to cure the default
and does not thereafter diligently prosecute such action to completion, in no
case to exceed ninety days (90). Lessor may terminate this Agreement by
delivering to Lessee written notice of such termination, subject to Lessee's
right to remove its property and equipment from the Claims, as hereinafter
provided. Lessor shall have no right to terminate this Agreement except as set
forth in this paragraph.
b. Termination by Lessee
Lessee shall have the right to terminate this Agreement at any time upon
thirty (30) days' written notice delivered to Lessor. Upon such termination, all
right, title and interest of Lessee under this Agreement shall terminate,
subject to the following Paragraph (c), and Lessee shall not be required to make
further payments, or to perform any further obligations hereunder, including
work commitments, concerning the Claims, except payments or obligations which
have been accrued hereunder pursuant to the express provisions of this
Agreement, and which have not been paid or performed.
c. Removal of Property
Upon any termination of this Agreement, whether by expiration of the term
hereof or by act of either party, Lessee shall have a period of six (6) months
from and after the effective date of termination in which to remove from the
Claims all of its machinery, buildings, structures, facilities, equipment and
other property of every nature and description erected, placed or situated
Exploration and Mining Lease Agreement
Page 13
thereon, except supports placed in shafts, drifts or openings in the Claims. Any
property of Lessee not so removed at the end of said six (6) month period shall
become the property of Lessor. In the event of force majeure, as hereinafter set
forth, the terms and conditions of this paragraph shall be appropriately
extended.
Upon expiration of said removal period, Lessee shall place the Claims in a
safe and orderly condition, with all shafts, caves and openings fenced or
protected as may be required by law or by regulation of any duly constituted
governmental authority having jurisdiction in the Claims.
SECTION 22. ASSIGNMENT
a. By Lessor
During the Cyprus J.V. term, all right to assign, sell, or convey shall be
controlled by the terms thereof.
If, at any time during the additional term hereof, Lessor intends to sell,
assign, transfer or convey the Claims or any part thereof, Lessor shall deliver
to Lessee at least thirty (30) days prior written notice, describing all of the
terms of the proposed sale, assignment, transfer or conveyance. Lessee shall
have the exclusive right, during the above thirty (30) day period, at its
election, to purchase the Claims described in said notice, for a sum of money
equal in value to the consideration which would be received by Lessor under the
terms set forth in the written notice. If Lessee elects to purchase the Claims
described in the notice, Lessee shall so notify Lessor within the thirty (30)
day period. If Lessee has not notified Lessor of its above election within the
thirty (30) day period, Lessor shall have the right for an additional thirty
(30) day period, and after the expiration of the above notice, to sell, assign,
transfer or convey its interest in the Claims as described in said notice, upon
the terms and conditions set forth in said notice, but all subject, however, to
this Agreement, and all rights of Lessee, its successors and assigns, hereunder,
and in and to the Claims.
b. By Lessee
Upon prior written consent of Lessor, Lessee shall have the right at any
time after the Cyprus J.V. to assign its rights hereunder, to contract with
others to mine and to treat ore, Product and materials from the Claims, and to
sublet the same for all purposes of this Agreement, with the same rights and
privileges as are granted herein to Lessee; it is provided, however, that any
such
Exploration and Mining Lease Agreement
Page 14
assignment, contract or sub-lease shall not operate as a release or discharge of
Lessee from the performance of its obligations hereunder until and unless Lessor
has consented thereto in writing. The written consent of Lessor shall not be
unreasonably withheld.
c. Binding Effect
All covenants, conditions and provisions of this Agreement, including the
obligation to payments as required hereunder, shall run with the land, and shall
inure to the benefit of, and be binding upon, the parties hereto, and their
respective heirs, executors, administrators, successors and assigns.
SECTION 23. FORCE MAJEURE
Lessee shall not be liable for failure to perform any of its obligations
hereunder during periods in which performance is prevented by any cause
reasonably beyond Lessee's control, which causes hereinafter are called "force
majeure." For purposes of this Agreement, the term "force majeure" shall
include, but shall not be limited to, fires, floods, windstorms, and other
damage from the elements, strikes, riots, action of government authority and
acts of God. The duration of this Agreement shall be extended for a period equal
to the period for which performance is suspended by reason of force majeure. All
periods of force majeure shall be deemed to begin at the time Lessee stops
performance hereunder by reason of force majeure. Lessee shall notify Lessor of
the beginning and ending date of each such period.
SECTION 24. DISPUTES NOT TO INTERRUPT OPERATIONS
Subject to the above right of Lessor to terminate this Agreement, disputes
or differences between the parties hereto shall not interrupt performance of
this Agreement or the continuation of operations hereunder. In the event of any
dispute or difference, operations may be continued, and settlements and payments
may be made hereunder, in the same manner as prior to such dispute or
difference, until the matters in dispute have been finally determined between
the parties, and thereupon such payments or restitutions shall be made as may be
required under the terms of the settlement or final determination of the
dispute.
Exploration and Mining Lease Agreement
Page 15
SECTION 25. ARBITRATION
a. Right to Arbitration
Any and all matters of dispute or difference that may arise between the
Lessee and the Lessor with respect to any act or thing done or to be done
pursuant to the provisions of this Agreement, excepting the payment of royalty,
taxes and assessments as aforesaid, shall be arbitrated in the following manner.
b. Procedure
Subject to the rules of the American Arbitration Association.
SECTION 26. NOTICES
Any notice required or permitted to be given hereunder shall be deemed
properly given upon delivering the same to the party to be notified, or upon
mailing the notice, by registered or certified mail, return receipt requested,
to the party to be notified, at the address hereinafter set forth, respectively,
or such other address within the United States of America as the party to be
notified may have designated prior thereto by written notice to the other.
LESSOR: Idaho Mining and Development Company
x/x Xxx Xxxxxxx
Xx. X Xxx 000
Xxxxxxxxxx, XX 00000
LESSEE: Idaho Consolidated Metals Corporation
x/x Xxx Xxxxxxx
X.0. Xxx 0000
Xxxxxxxx, XX 00000
COPY TO: Cyprus Gold Exploration Corporation
c/o Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
Routine or regular reports and statements hereunder may be sent by regular
mail addressed as above. If, after proper mailing thereof, any of such reports
are not received when due, the addressee will notify Lessee in accordance with
the above provisions for notice, and Lessee shall
Exploration and Mining Lease Agreement
Page 16
have reasonable time to secure the delivery of the statement or report, or a
duplicate thereof, without being in default hereunder.
SECTION 27. CONSTRUCTION OF AGREEMENT
This Agreement, and the rights and obligations of the parties hereunder
shall be governed by the law of the state in which the Claims are located.
Section headings in this Agreement are for convenience only, and shall not
be considered a part of this Agreement, or used in its interpretation.
SECTION 28. RECORDING
If requested by Lessee, the parties hereto shall execute a memorandum or
short recording counterpart of this Agreement, which counterpart shall be in
form sufficient to constitute notice of this Agreement to third parties under
the law of the state in which the Claims are located, but which counterpart
shall not contain the amounts or rates of royalty hereunder, or other terms of
this Agreement which Lessee may elect not to disclose of record. The execution
and recording of the above recording counterpart shall not limit, decrease, or
increase, or in any manner affect any of the terms of this Agreement, or any
rights, interest or obligations of the parties hereto.
SECTION 29. CONSENT OF REGULATORY AUTHORITIES
This Agreement is specifically subject to the approval of the Regulatory
Authorities of the Province of British Columbia.
IN WITNESS WHEREOF, the parties hereto have caused this Exploration and
Mining Lease Agreement to be properly executed, all as of the day and year first
above written.
LESSOR:
IDAHO MINING AND DEVELOPMENT COMPANY
By /s/ Xxx Xxxxxxx
--------------------------------------
President
LESSEE:
IDAHO CONSOLIDATED METALS CORPORATION
By /s/ Del Xxxxxxx
--------------------------------------
President
Exploration and Mining Lease Agreement
Page 17
APPROVAL:
CYPRUS GOLD EXPLORATION CORPORATION
By
---------------------------------------
STATE OF IDAHO )
) ss.
COUNTY OF Nez Perce
The foregoing instrument was acknowledged before the this 29th day of
April, 1998, by Xxx Xxxxxxx, President of Idaho Mining and Development Company,
a corporation, on behalf of said corporation.
/s/ [NOT LEGIBLE]
------------------------------------------
NOTARY PUBLIC for the State of Idaho
Residing at:
------------------------------
My Commission expires:
--------------------
STATE OF IDAHO )
) ss.
COUNTY OF Nez Perce
The foregoing instrument was acknowledged before the this 29th day of
April, 1998, by Del Xxxxxxx, President of Idaho Consolidated Metals Corporation,
a corporation, on behalf of said corporation.
/s/ [NOT LEGIBLE]
------------------------------------------
NOTARY PUBLIC for the State of Idaho
Residing at:
------------------------------
My Commission expires:
--------------------
Exploration and Mining Lease Agreement
Page 18
EXHIBIT A
Page 1 of 3
04/29/98
Golden Eagle Claim List
XXX Xxxxxx # Xxxxxx XXX Xxxxxx #
Xxxxx # 00 IMC 415
Eagle # 56 XXX 000
Xxxxx # 00 XXX 000
Golden Eagle # 00 XXX 000
Xxxxx # 00 XXX 000 XXX 175134
Eagle # 00 XXX 000
Xxxxx # 00 XXX 000 XXX 175128
Eagle # 30 IMC 423 IMC 175127
Golden Eagle # 00 XXX 000
Xxxxxx Xxxxx # 00 XXX 000 XXX 175124
Xxxxxx Xxxxx # XXX 000 XXX 175119
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxxx Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Eagle # 60 IMC 4011
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Eagle # 66 IMC 4017
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Eagle # 00 XXX 0000
Xxxxx # 00 XXX 0000 XXX 175130
Xxxxx # 00 XXX 0000 XXX 175131
Xxxxx # 00 XXX 0000 XXX 175136
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Eagle # 90 IMC 9342
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Eagle # 97 IMC 9349
Xxxxx # 00 XXX 0000
Xxxxx # 00 XXX 0000
Eagle # 100 IMC 9352
Eagle # 101 IMC 9353
Eagle # 102 IMC 9354
Eagle # 103 IMC 9355
Eagle # 104 IMC 9356
Eagle # 105 IMC 9357
Eagle # 106 IMC 9358
Eagle # 107 IMC 9359
Eagle # 108 IMC 9360
Xxxxxx Xxxxx # 0 XXX 00000 XXX 175120
Xxxxxx Xxxxx # 0 XXX 00000 XXX 175121
Xxxxxx Xxxxx # 0 XXX 00000
Xxxxxx Xxxxx # 0 XXX 00000
Xxxxxx Xxxxx # 0 XXX 00000
Xxxxxx Xxxxx # 0 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Page 2 of 3
04/29/98
Golden Eagle Claim List
BLM Serial # Second XXX Xxxxxx #
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00X XXX 00000
Xxxxxx Xxxxx # 00X XXX 00000 XXX 175125
Xxxxxx Xxxxx # 00X XXX 00000 XXX 175126
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxxx Xxxxx # 00 XXX 00000
Xxxxx # 0 XXX 00000
Xxxxx # 0 XXX 00000
Xxxxx # 0 XXX 00000
Xxxxx # 0 XXX 00000
Xxxxx # 0 XXX 00000
Xxxxx # 0 XXX 00000
Xxxxx # 0 XXX 00000
Xxxxx # 0 XXX 00000
Eagle # 10 IMC 11143
Eagle # 12 IMC 11145
Eagle # 13 IMC 11146
Eagle # 15 IMC 11148
Eagle # 16 IMC 11149
Eagle # 18 IMC 11151
Eagle # 19 IMC 11152
Eagle # 21 IMC 11154
Eagle # 22 IMC 11155
Eagle # 23 IMC 11156
Eagle # 24 IMC 11157
Eagle # 25 IMC 11158
Eagle # 26 IMC 11159
Eagle # 27 IMC 11160
Eagle # 28 IMC 11161
Eagle # 29 IMC 11162
Eagle # 31 IMC 11163
Xxxxx # 00 XXX 00000 XXX 175129
Xxxxx # 00 XXX 00000
Xxxxx # 00 XXX 00000
Eagle # 37 IMC 11167
Eagle # 38 IMC 11168
Eagle # 41 IMC 11169
Xxxxx # 00 XXX 00000 XXX 175133
Xxxxx # 00 XXX 00000
Xxxxx # 00 XXX 00000
Eagle # 45 IMC 11173
Eagle # 46 IMC 11174
Eagle # 47 IMC 11175
Eagle # 48 IMC 11176
Eagle # 49 IMC 11177
Eagle # 50 IMC 11178
Eagle # 51 IMC 11179
Eagle # 52 IMC 11180
Eagle # 53 IMC 11659
Golden Eagle # 19X IMC 13965
Eagle # 109 IMC 44037
Eagle # 110 IMC 44038
Eagle # 111 IMC 44039
Eagle # 112 IMC 44040
Eagle # 113 IMC 44041
Eagle # 114 IMC 44042
Eagle # 115 IMC 44043
Eagle # 116 IMC 44044
Eagle # 117 IMC 44045
Eagle # 118 IMC 44046
Eagle # 119 IMC 44047
Xxxxx # 000X XXX 00000
Eagle # 120 IMC 44049
Eagle # 121 IMC 44050
Eagle # 122 IMC 44051
Eagle # 123 IMC 44052
Eagle # 124 IMC 44053
Eagle # 125 IMC 44054
Eagle # 126 IMC 44055
Page 3 of 3
04/29/98
Golden Eagle Claim List
BLM Serial # Second XXX Xxxxxx #
Xxxxx # 000 XXX 00000
Eagle # 128 IMC 44057
Eagle # 129 IMC 44058
Eagle # 130 IMC 44058
Eagle # 131 IMC 95654
Eagle # 000 XXX 00000
Xxxxx # 000 XXX 00000 XXX 175137
Eagle # 000 XXX 00000
Xxxxx # 000 XXX 95658
Eagle # 136 IMC 95659
Eagle # 137 IMC 95660
Eagle # 138 IMC 95661
Eagle # 139 IMC 95662
Eagle # 140 IMC 95663
Eagle # 141 IMC 95664
Eagle # 142 IMC 95665
Eagle # 143 IMC 95666
Eagle # 144 IMC 95667
Eagle # 145 IMC 95668
Eagle # 146 IMC 95669
Eagle # 147 IMC 95670
Eagle # 148 IMC 95671
Eagle # 149 IMC 95672
Eagle # 150 IMC 95673
Eagle # 151 IMC 95674
Eagle # 152 IMC 95675
Eagle # 153 IMC 95676
Eagle # 154 IMC 95677
Eagle # 155 IMC 95678
Eagle # 156 IMC 95679
Eagle # 157 IMC 95680
Eagle # 000 XXX 000000
Xxxxx # 000 XXX 101740
Eagle # 185 IMC 101743
Golden Eagle # 4 IMC 175122
Golden Eagle # 7 IMC 175123
Eagle # 63 IMC 175135
We Found It # 3 IMC 177711
We Found It # 4 IMC 177712
EXHIBIT 4
TO SETTLEMENT AGREEMENT
PARAGRAPH 7(b)
Cyprus Joint Venture Agreement
June 13, 1997
JOINT VENTURE AGREEMENT
Dated Effective June 13, 1997
BETWEEN
IDAHO CONSOLIDATED METALS CORPORATION
AND
CYPRUS GOLD EXPLORATION CORPORATION
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS ................................................................................... 3
ARTICLE 2 REPRESENTATIONS AND WARRANTIES; TITLE TO ASSETS................................................... 7
2.1 Capacity of Participants........................................................... 7
2.2 Representations and Warranties..................................................... 8
2.3 Remedies for Breach of Representations and Warranties of
Title to the Property.............................................................. 9
2.4 Disclosures........................................................................ 11
2.5 Record Title....................................................................... 11
2.6 Joint Loss of Title................................................................ 11
ARTICLE 3 NAME, PURPOSES AND TERM........................................................................... 12
3.1 General............................................................................ 12
3.2 Name............................................................................... 12
3.3 Purposes........................................................................... 12
3.4 Limitation......................................................................... 12
ARTICLE 4 RELATIONSHIP OF THE PARTICIPANTS.................................................................. 13
4.1 No Partnership..................................................................... 13
4.2 U.S. Tax Elections and Allocations................................................. 13
4.3 Other Business Opportunities....................................................... 14
4.4 Waiver of Right to Partition....................................................... 14
4.5 Implied Covenants.................................................................. 14
ARTICLE 5 CONTRIBUTIONS BY PARTICIPANTS..................................................................... 14
5.1 Participants' Initial Contributions................................................ 14
5.2 Failure to Make Initial Contributions.............................................. 15
5.3 Obligations Prior to Earn-in....................................................... 15
5.4 Additional Cash Contributions...................................................... 17
5.5 Earn-In............................................................................ 17
5.6 Additional Interest................................................................ 17
5.7 Reports............................................................................ 18
ARTICLE 6 INTERESTS OF PARTICIPANTS; DEFAULTS AND REMEDIES;
FINANCING................................................................................... 19
6.1 Participating Interests............................................................ 19
6.2 Changes in Participating Interests................................................. 20
6.3 Voluntary Reduction in Participation............................................... 21
6.4 Default in Making Contributions.................................................... 21
6.5 Conversion of Interest............................................................. 22
-i-
TABLE OF CONTENTS
(Continued)
Page
6.6 Continuing Liabilities Upon Adjustments of Participating
Interests ......................................................................... 23
6.7 Financing by Cyprus ............................................................... 23
ARTICLE 7 MANAGEMENT COMMITTEE.............................................................................. 25
7.1 Organization and Composition....................................................... 25
7.2 Decisions.......................................................................... 25
7.3 Meetings........................................................................... 25
7.4 Action Without Meeting............................................................. 26
7.5 Matters Requiring Approval......................................................... 26
ARTICLE 8 MANAGER ................................................................................... 26
8.1 Appointment........................................................................ 26
8.2 Powers and Duties of Manager....................................................... 26
8.3 Standard of Care................................................................... 30
8.4 Resignation; Deemed Offer to Resign................................................ 30
8.5 Payments to Manager................................................................ 31
8.6 Transactions With Affiliates....................................................... 31
8.7 Activities During Deadlock......................................................... 31
ARTICLE 9 PROGRAMS AND BUDGETS.............................................................................. 32
9.1 Initial Program and Budget......................................................... 32
9.2 Operations Pursuant to Programs and Budgets........................................ 32
9.3 Presentation of Programs and Budgets............................................... 32
9.4 Review and Approval of Proposed Programs and
Budgets............................................................................ 32
9.5 Election to Participate............................................................ 33
9.6 Deadlock on Proposed Programs and Budgets.......................................... 33
9.7 Budget Overruns; Program Changes................................................... 33
9.8 Emergency or Unexpected Expenditures............................................... 33
ARTICLE 10 ACCOUNTS AND SETTLEMENTS......................................................................... 34
ARTICLE 11 DISPOSITION OF PRODUCTION........................................................................ 34
11.1 Taking in Kind..................................................................... 34
11.2 Failure of Participant to Take in Kind............................................. 34
ARTICLE 12 WITHDRAWAL AND TERMINATION....................................................................... 35
12.1 Termination by Expiration or Agreement............................................. 35
12.2 Withdrawal......................................................................... 35
12.3 Continuing Obligations............................................................. 35
-ii-
TABLE OF CONTENTS
(Continued)
Page
12.4 Disposition of Assets on Termination............................................... 36
12.5 Right to Data after Termination.................................................... 36
12.6 Continuing Authority............................................................... 37
12.7 Non-Compete Covenants.............................................................. 37
12.8 Mutual Withdrawal.................................................................. 37
ARTICLE 13 SURRENDER OF PROPERTY............................................................................ 38
13.1 Surrender of Property.............................................................. 38
13.2 Reacquisition...................................................................... 38
ARTICLE 14 TRANSFER OF INTEREST............................................................................. 39
14.1 General............................................................................ 39
14.2 Limitations on Free Transferability................................................ 39
14.3 Right of First Refusal............................................................. 40
14.4 Exceptions to Right of First Refusal............................................... 40
ARTICLE 15 CONFIDENTIALITY AND RELEASES..................................................................... 41
15.1 General............................................................................ 41
15.2 Exceptions......................................................................... 41
15.3 Duration of Confidentiality........................................................ 42
15.4 Releases........................................................................... 42
ARTICLE 16 AREA OF INTEREST................................................................................. 43
16.1 Acquisitions in Area of Interest................................................... 43
ARTICLE 17 GENERAL PROVISIONS............................................................................... 44
17.1 Notices............................................................................ 44
17.2 Waiver............................................................................. 45
17.3 Modification....................................................................... 45
17.4 Force Majeure...................................................................... 45
17.5 Economic Force Majeure............................................................. 46
17.6 Governing Law...................................................................... 46
17.7 Rule Against Perpetuities.......................................................... 46
17.8 Further Assurances................................................................. 47
17.9 Survival of Terms and Conditions................................................... 47
17.10 Entire Agreement; Successors and Assigns........................................... 47
17.11 Memorandum......................................................................... 47
17.12 Funds.............................................................................. 47
-iii-
JOINT VENTURE AGREEMENT
THIS AGREEMENT, made effective as of June 13, 1997 between IDAHO
CONSOLIDATED METALS CORPORATION ("ICMC") with an address of X.X. Xxx 0000,
Xxxxxxxx, Xxxxx 00000 and CYPRUS GOLD EXPLORATION CORPORATION ("Cyprus") with an
address of 0000 Xxxx Xxxxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxxxx, Xxxxxxxx
00000-0000.
RECITALS
A. An Option Agreement dated July 11, 1985 ("Friday Properties Agreement")
was entered into among Xxxxx Xxxxx, Inc. ("Xxxxx"), Thunderbird Resources Inc.
("Thunderbird") and Xxxx Xxxxx Ltd. ("Amir") whereby Xxxxx and Thunderbird
granted to Amir the option to acquire certain mining claims.
B. The Friday Properties Agreement was amended by an Agreement dated
September 18, 1985 among Xxxxx, Thunderbird and Amir.
C. An Agreement dated June 26, 1986 ("Assignment Agreement") was entered
into among Xxxxx, Xxxx and Xxxx Xxxxx (U.S.) Inc. ("Amir U.S.") whereby Amir
assigned its interest in the Friday Properties Agreement to Amir U.S.
D. Amir U.S. changed its name to Idaho Gold Corporation ("Idaho Gold") on
March 15, 1988.
E. The Friday Properties Agreement was further amended by an Amendment to
Option Agreement dated September 5, 1997 among Arctic Fox Ltd. as successor in
interest to Xxxxx, ICMC, Idaho Gold and Cyprus.
-1-
F. An Option Agreement dated April 15, 1986 ("Orogrande Agreement") was
entered into among Xxxxx, Xxxxxxx Resources (U.S.), Inc. ("Normine U.S.") and
Normine Resources Ltd. ("Normine") whereby Xxxxx granted to Normine U.S. the
option to acquire certain mining claims.
G. By an agreement of merger dated August 31, 0000 Xxxxxxx X.X. was merged
into Idaho Gold.
H. The Orogrande Agreement was amended by a First Amendment to Option
Agreement dated September 5, 1997 among Arctic Fox Ltd., as successor in
interest to Xxxxx, ICMC, Idaho Gold and Cyprus.
I. ICMC entered into an agreement with Idaho Gold dated July 9, 1996
("Idaho Gold Agreement"), attached hereto as Exhibit "E", whereby ICMC was
granted the right to acquire one hundred percent (100%) interest in certain
mining claims located in Idaho County, Idaho, such mining claims described in
Exhibit "A-1", attached hereto and made a part hereof.
J. ICMC and Idaho Gold amended the Idaho Gold Agreement on August 4, 1997.
K. The Friday Properties Agreement as amended, the Assignment Agreement,
the Orogrande Agreement as amended and the Idaho Gold Agreement shall sometimes
herein be collectively referred to as the "Underlying Agreements."
L. Cyprus located certain mining claims known as the Deal claims being more
fully described in Exhibit "A-2", attached hereto and made a part hereof.
M. The claims described in Exhibits "A-1" and "A-2" shall hereinafter be
referred to as the "Property".
-2-
N. Cyprus wishes to participate with ICMC in the exploration, evaluation,
development and mining of minerals within the Property and ICMC is willing to
grant such right to Cyprus.
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, ICMC and Cyprus agree as follows:
ARTICLE 1
DEFINITIONS
1.1 "Accounting Procedure" means the procedures set forth in Exhibit B.
1.2 "Affiliate" means any person, partnership, joint venture, corporation
or other form of enterprise which directly or indirectly controls, is controlled
by, or is under common control with, a Participant. For purposes of the
preceding sentence, " control" means possession, directly or indirectly, of the
power to direct or cause direction of management and policies through ownership
of voting securities, contract, voting trust or otherwise.
1.3 "Agreement" means this Joint Venture Agreement, including all
amendments and modifications thereof, and all schedules and exhibits, which are
incorporated herein by this reference.
1.4 "Assets" means the Property, Products and all other real and personal
property, tangible and intangible, held for the benefit of the Participants
hereunder.
1.5 "Budget" means a detailed estimate of all costs to be incurred by the
Participants with respect to a Program and a schedule of cash advances to be
made by the Participants.
-3-
1.6 "Commencement of Commercial Production" means the date upon which the
production and processing facilities developed under this Agreement achieve an
ore production and processing rate for a continuous thirty-day period equal to
at least seventy percent (70%) of the design rate established in a Feasibility
Study.
1.7 "Development" means all preparation for the removal and recovery of
Products, including the construction or installation of a mill or any other
improvements to be used for the mining, handling, milling, processing or other
beneficiation of Products, and all Exploration work conducted subsequent to a
decision to commence Development as contemplated by a feasibility study.
1.8 "Earn-In" means the date upon which Cyprus earns its interest in the
Property pursuant to Section 5.5.
1.9 "Exploration" means all activities directed toward ascertaining the
existence, location, quantity, quality or commercial value of deposits of
Products.
1.10 "Exploration Expenditures" means the cost of evaluation of the
Property defined as further exploring and developing the Property, including
drilling, excavating and searching by recognized prospecting techniques,
sampling, assaying, testing and evaluating materials removed from the Property,
mapping, plotting, surveying, constructing and maintaining camps, roads, works
and structures necessary to carry out such evaluation, sampling or testing, all
studies including but not limited to a Feasibility Study required to develop a
mine and all work that may be required in preparing a mine for operating, the
cost or payments to maintain the Property, including costs to locate and/or
relocate the unpatented mining claims, costs to maintain the Underlying
Agreements through which the Property is acquired and costs reimbursed by Cyprus
to ICMC for maintaining the Orogrande Agreement and the Friday Properties
Agreement, Property acquisition costs, taxes and/or fees to maintain Property
and filings together with an allowance for overhead and administrative expenses
as described in Section 5.3(a).
-4-
1.11 "Feasibility Study" means a detailed study compiled by Manager or
an independent third party conducted to determine commercial feasibility and
viability of placing a prospective orebody or deposit into production and may
include, but not be limited to:
(a) such geophysical, geochemical, geological, aerial or other survey
as may be necessary to provide a reasonable estimate of the quality and
extent of the deposit;
(b) such technical or assay reports as may be necessary to evaluate
any proposed method of extraction and processing;
(c) the area required for optimum development of the orebody or
deposit;
(d) a mine construction program setting forth the descriptions of the
work, permits, equipment, facilities, supplies and mines required to bring
the prospective orebody or deposits of Products into Commercial Production,
and the estimated costs thereof or a schedule of expenditures by year of
the costs necessary to bring the project into production;
(e) details of a proposed annual program for initial development of
the deposit;
(f) a plan for such reclamation of the Properties as is required by
law and the estimated costs hereof;
(g) conclusions and recommendations regarding the economic feasibility
and timing for bringing the prospective orebody or deposits of Products
into Commercial Production, taking into account items (a) through (e)
above;
(h) such other information as the Management Committee may deem
appropriate to allow banking or other financial institutions familiar with
the mining business to make a decision to loan funds sufficient to
construct the proposed mine with security based solely on the reserves and
mine described in a Feasibility Study.
-5-
1.12 "Initial Contribution " means that contribution each Participant has
made or agrees to make pursuant to Section 5.l.
1.13 "Joint Account" means the account maintained in accordance with the
Accounting Procedure showing the charges and credits accruing to the
Participants.
1.14 "Management Committee" means the committee established under Article
7.
1.15 "Manager" means Cyprus during the Earn-in phase or the person or
entity appointed under Article 8 to manage Operations, or any successor Manager.
1.16 "Mining" means the mining, extracting, producing, handling, milling or
other processing of Products.
1.17 "Net Proceeds of Production Royalty" means certain amounts calculated
as provided in Exhibit C, which may be payable to a Participant under Section
6.4.
1.18 "Operations" means the activities carried out under this Agreement
after Earn-In.
1.19 "Participant" and "Participants" means the persons or entities that
have a Participating Interest.
1.20 "Participating Interest" means the percentage interest representing
the operating ownership interest of a Participant in Assets, and all other
rights and obligations arising under this Agreement, as such interest may from
time to time be adjusted hereunder. Participating Interests shall be calculated
to three decimal places and rounded to two (e.g., 1.519% rounded to 1.52%).
Decimals of .005 or more shall be rounded up to .01, decimals of less than .005
shall be rounded down. The initial Participating Interests of the Participants
are set forth in Section 6.l.
-6-
1.21 "Prime Rate" means the prime interest rate quoted as "Prime" by the
Wall Street Journal as said rate may change from day to day (which quoted rate
may not be the lowest rate averaged on a month-to-month basis at which a
financing institution loans funds).
1.22 "Products" means all ores, minerals, and mineral resources produced
from the Property under this Agreement.
1.23 "Program" means a description in reasonable detail of the activities
of the Venture which are to be conducted by the Manager during a period.
1.24 "Property" means those interests in property described in Exhibits
"A-1 and "A-2".
1.25 "Simple Majority" means a decision by the Management Committee by
greater than 50% of the votes being entitled to be cast.
1.26 "Transfer" means sell, grant, assign, encumber, pledge or otherwise
commit or dispose of.
1.27 "Venture" means the business arrangement of the Participants under
this Agreement.
-7-
ARTICLE 2
REPRESENTATIONS AND WARRANTIES: TITLE TO ASSETS
2.1 Capacity of Participants. Each of the parties hereto represents and
warrants as follows:
(a) that it is a corporation duly incorporated and in good standing in
its state or country of incorporation and that it is qualified to do
business and is in good standing in those jurisdictions where necessary in
order to carry out the purposes of this Agreement;
(b) that it has the capacity to enter into and perform this Agreement
and all transactions contemplated herein and that all corporate and other
actions required to authorize it to enter into and perform this Agreement
have been properly taken;
(c) that it will not breach any other agreement or arrangement by
entering into or performing this Agreement; and
(d) that this Agreement has been duly executed and delivered by it and
is valid and binding upon it in accordance with its terms.
2.2 Representations and Warranties. ICMC makes the following
representations and warranties effective the date hereof:
(a) ICMC has the full and exclusive right and power to act on behalf of
ICMC, and on behalf of any other interested person or entities, to enter into
this Agreement and to grant the rights granted to Cyprus hereunder.
(b) To the best of its knowledge and belief with respect to unpatented
mining claims that are included within Exhibit "A-1", subject to the paramount
title of the United States and except as disclosed in writing to Cyprus: (i) the
unpatented mining claims were properly laid out and monumented; (ii) all
required location and validation work was properly performed; (iii) location
notices and certificates were properly recorded and filed with appropriate
governmental agencies; (iv) the claims are free and clear of defects, liens and
-8-
encumbrances arising by, through or under ICMC, except those of record or
disclosed in writing to Cyprus and listed on Exhibit "A-1" and defects,
liens, and any such encumbrances that do not materially affect Cyprus'
rights under this Agreement; (v) ICMC has not received notice from anyone
asserting conflicting claims; (vi) ICMC is in exclusive possession of the
claims included within Exhibit "A-1", has the right to acquire 100%
interest in the such claims and the unpatented mining claims are in good
standing and compliance with all federal and state regulations in force as
of the effective date of this Agreement. Nothing in this Section 2.2(b),
however, shall be deemed to be a representation or a warranty that any of
the unpatented mining claims contains a discovery of minerals.
(c) ICMC knows of no violation of any applicable federal, state,
regional, or county law or regulation relating to zoning, land use,
environmental protection, or otherwise with respect to the mining claims
listed in Exhibit "A-1" or activities relating thereto; and,
(d) With respect to the mining claims listed on Exhibit "A-1", ICMC
knows of no pending or threatened actions, suits, claims or proceedings.
(e) The Underlying Agreements are in good standing and in full force
and effect as of the effective date of this Agreement.
The representations and warranties set forth above shall survive the
execution and delivery of any documents of Transfer provided under this
Agreement.
2.3 Remedies for Breach of Representations and Warranties of Title to the
Property.
(a) Defect in Title: Right to Cure. If the representations and
warranties to any part of the claims listed on Exhibit "A-1" or the
Underlying Agreements are defective or less than as represented in Section
2.2, Cyprus shall have the right, but not the obligation to undertake to
cure such defects or to defend or to initiate litigation to defend such
defects. Cyprus shall have
-9-
the right to collect from ICMC or to credit against any and all
payments and/or Exploration Expenditures payable under this Agreement
100% of any and all costs incurred by Cyprus in connection with any
action to cure or defend the Property.
(b) Less Interest: Third Party Claims.
(i) In the event it is determined that ICMC controls less than the
full undivided interest therein, ICMC's interest hereunder shall
bear the same proportion to 100% as its total actual interest
bears to the full undivided whole.
(ii) If ICMC fails to satisfy and discharge any mortgage, lien, tax
levy or encumbrance (an "Encumbrance") chargeable solely or in
part to ICMC on the claims listed on Exhibit "A-1" or the
Underlying Agreements, or suffers or permits any Encumbrance to
be imposed upon such, Cyprus at its option may, but shall not be
obligated to, pay for and discharge any Encumbrance and set off
any such payment by withholding and retaining from any payments
due ICMC any amounts so paid by Cyprus, without prejudice to any
right of Cyprus to recover from ICMC or against the claims listed
on Exhibit "A-1" or the Underlying Agreements the amount of such
payment in any manner or by any remedy whatsoever, and Cyprus
shall have all of the rights and remedies against ICMC which the
mortgagor, lienor or creditor had immediately prior to the time
of such payment. Upon the request of Cyprus, ICMC shall promptly
make, execute, acknowledge and deliver to Cyprus any and all
instruments (in form and substance satisfactory to Cyprus) that
Cyprus in its sole judgment may deem necessary or desirable to
fully effectuate the provisions of this Section 2.3.
-10-
(iii)If any person or entity not a party hereto asserts to have a
claim of ownership in the claims listed on Exhibit "A-1" or the
Underlying Agreements, or a claim to a share in the production
from the claims listed on Exhibit "A-1" (an "Adverse Claim"),
Cyprus, at its sole discretion, after written notice to ICMC, may
suspend its obligation to make payments as provided herein, and
in lieu thereof, may deposit in an interest-bearing account
payments equivalent to payments which may otherwise become due
ICMC. Such deposit or deposits shall remain in such
interest-bearing account until the claim or controversy is
resolved or settled by final court decision, by arbitration,
negotiation or otherwise. If Cyprus is required or elects to make
any payments to such persons or entities not a party hereto as a
result of, or in settlement of, any such Adverse Claim, either by
way of contract, settlement, compromise, final court judgment, or
otherwise, Cyprus may recover from, or credit against, any
payments thereafter becoming due ICMC hereunder, the amount of
such payments and all other costs and expenses (including
reasonable attorney's fees) paid or incurred by Cyprus as a
result of any such Adverse Claim.
2.4 Disclosures. Each of the Participants represents and warrants that it
is unaware of any material facts or circumstances which have not been disclosed
in this Agreement, which would be disclosed to the other Participant in order to
prevent the representations in this Article 2 from being materially misleading.
2.5 Record Title. Title to the Assets shall be held by the Manager for the
benefit of the Venture after Cyprus has earned its interest.
-11-
2.6 Joint Loss of Title. Any failure or loss of title to the Assets, and
all costs of defending title, shall be charged to the Joint Account, except that
all costs and losses arising out of or resulting from breach of the
representations and warranties of ICMC shall be charged to ICMC and all such
costs and losses arising out of gross negligence by Cyprus or the Manager shall
be charged to Cyprus or the Manager as the case may be.
ARTICLE 3
NAME, PURPOSES AND TERM
3.1 General. ICMC and Cyprus hereby enter into this Agreement for the
purposes hereinafter stated, and they agree that all of their rights and all of
the Operations on or in connection with the Property shall be subject to and
governed by this Agreement.
3.2 Name. The name of this Venture shall be the Orogrande Venture. The
Manager shall accomplish any registration required by applicable assumed or
fictitious name statutes and similar statutes.
3.3 Purpose . This Agreement is entered into for the following purposes and
for no others, and shall serve as the exclusive means by which the Participants,
or either of them, accomplish such purposes:
(a) to conduct Exploration within the Property,
(b) to evaluate the possible Development of the Property,
(c) to engage in Development and Mining Operations on the Property, if
feasible.
(d) to engage in marketing Products, but only to the extent permitted
by Article 11, and
(e) to perform any other activity necessary, appropriate, or
incidental to any of the foregoing.
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3.4 Limitation. Unless the Participants otherwise agree in writing, the
Operations shall be limited to the purposes described in Section 3.3, and
nothing in this Agreement shall be construed to enlarge such purposes.
ARTICLE 4
RELATIONSHIP OF THE PARTICIPANTS
4.1 No Partnership. Nothing contained in this Agreement shall be deemed to
constitute either Participant the partner of the other, nor, except as otherwise
herein expressly provided, to constitute either Participant the agent or legal
representative of the other, nor to create any fiduciary relationship between
them. It is not the intention of the Participants to create, nor shall this
Agreement be construed to create, any mining, commercial or other partnership.
Neither Participant shall have any authority to act for or to assume any
obligation or responsibility on behalf of the other Participant, except as
otherwise expressly provided herein. The rights, duties, obligations and
liabilities of the Participants shall be several and not joint or collective.
Each Participant shall be responsible only for its obligations as herein set out
and shall be liable only for its share of the costs and expenses as provided
herein, it being the express purpose and intention of the Participants that
their ownership of Assets and the rights acquired hereunder shall be as tenants
in common. Each Participant, its directors, officers, employees, agents and
attorneys shall be indemnified from and against any and all losses, claims,
damages and liabilities arising out of any act or any assumption of liability by
the indemnifying Participant, or any of its directors, officers, employees,
agents and attorneys done or undertaken, or apparently done or undertaken, on
behalf of the other Participant, except pursuant to the authority expressly
granted herein or as otherwise agreed in writing between the Participants.
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4.2 U.S. Tax Elections and Allocations. Each of the parties hereto agrees
and elects to be excluded from the application of all of the provisions of
Subchapter K of the Internal Revenue Code of 1986, as authorized by Treasury
Regulation ss. 1.761-2. The parties hereto agree to execute or join in such
instruments as are necessary to make such election effective, and hereby
authorize and direct Manager to take such action as is necessary to effectuate
such purpose, including filing of the partnership tax return required by
Treasury Regulation ss.1.761-2(b)(2). Each party shall be entitled to claim all
tax benefits, write-offs, and deductions with respect to all and any costs which
it has incurred.
4.3 Other Business Opportunities. Except as expressly provided in this
Agreement, each Participant shall have the right independently to engage in and
receive full benefits from business activities, whether or not competitive with
the Operations, without consulting the other. The doctrines of "corporate
opportunity" or "business opportunity" shall not be applied to any other
activity, venture, or operation of either Participant. Unless otherwise agreed
in writing, no Participant shall have any obligation to mill, beneficiate or
otherwise treat any Products or any other Participant's share of Products in any
facility owned or controlled by such Participant.
4.4 Waiver of Right to Partition. The Participants hereby waive and Release
all rights of partition, or of sale in lieu thereof, or other division of
Assets, including any such right provided by statute.
4.5 lmplied Covenants. There are no implied covenants contained in this
Agreement other than those of good faith and fair dealing.
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ARTICLE 5
CONTRIBUTIONS BY PARTICIPANTS
5.1 Participants' Initial Contributions. ICMC, as its Initial Contribution,
hereby contributes the mining claims described in Exhibit "A-1" to the purposes
of this Agreement. Cyprus, as its Initial Contribution, shall contribute the
mining claims described in Exhibit "A-2", the Exploration Expenditures and
payments as hereinafter set forth.
5.2 Failure to Make Initial Contributions. Cyprus' failure to make its
Initial Contribution in accordance with the provisions of this Article 5 shall
not be deemed to be a withdrawal of Cyprus from this Agreement and the
termination of its Interest hereunder. In the event Cyprus fails to make its
Initial Contribution pursuant to this Article 5, ICMC shall provide Cyprus
written notice of such failure. If within thirty (30) days of receipt of notice
Cyprus does not cure such failure, then Cyprus shall be deemed to have withdrawn
from this Agreement. Additionally, at any time prior to Earn-In, Cyprus may
provide ICMC with sixty (60) days' written notice of Cyprus' decision to
terminate its interest in this Agreement. Upon such event, Cyprus shall have no
further right, title or interest in and to the Property or this Agreement.
Cyprus' withdrawal shall be effective sixty (60) days after such failure or
notice, but such withdrawal shall not relieve Cyprus of its reclamation or any
other obligations or liabilities resulting from its work on the Property. Cyprus
shall be responsible only for reclamation resulting directly from its work on
the Property, but shall not be responsible for reclamation liability incurred
prior to the effective date of this Agreement or for any liability incurred by
ICMC as a result of conduct of mining operations pursuant to Section 5.8 herein.
Except as provided in this Section 5.2, Cyprus' withdrawal shall relieve Cyprus
from any other obligation to make contributions hereunder. 5.3 Obligations Prior
to Earn-In. Prior to earning its interest in the Property, and subject to the
termination provisions contained herein, Cyprus shall be required,
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but not obligated to make the following Exploration Expenditures on or for the
benefit of the Property to extend this Agreement into the next period.
(a) Exploration Expenditures:
Minimum Expenditure Cumulative
Date Amount Amount
---- ------ ------
By lst anniversary date $250,000 $250,000
By 2nd anniversary date $400,000 $650,000
By 3rd anniversary date $500,000 $1,150,000
Of the first year's Exploration Expenditure, a minimum of One Hundred and
Twenty-five Thousand Dollars ($125,000) must be work on the ground.
Ten percent (10%) of all Exploration Expenditures, except property
payments, taxes and/or fees to maintain the Property, to cover Cyprus' overhead
and administrative costs shall be charged by Cyprus and shall qualify as
Exploration Expenditures but shall be limited to five percent (5%) on contracts
in excess of One Hundred Thousand Dollars ($100,000).
All Exploration Expenditures shall be cumulative and any Exploration
Expenditures in excess of the minimum required in any period shall be credited
and applied toward any subsequent Exploration Expenditures.
(b) Payments:
(i) Upon execution of this Agreement, Cyprus shall pay ICMC
Sixty-Five Thousand Dollars ($65,000). Upon receiving proof to
Cyprus' satisfaction that ICMC has completed the acquisition of
the Eagle/Golden Eagle claim group pursuant to the Petsite Joint
Venture Agreement dated May 20, 1996 between Cyprus and ICMC,
Cyprus shall to ICMC Fifty Thousand ($50,000).
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(ii) On the six (6) month anniversary date of this Agreement Cyprus
shall purchase One Hundred Thousand Dollars ($100,000) in
treasury shares of ICMC common stock to keep this Agreement in
good standing. The purchase price per treasury share of ICMC
common stock shall be fixed at the average closing price for the
previous thirty (30) trading days prior to the six (6) month
anniversary date of this Agreement.
Cyprus shall during the Earn-In period be responsible for
maintaining the Underlying Agreements in good standing and for
maintaining the unpatented lode claims which comprise the Property and
may relocate any of the unpatented claims which Cyprus believes may be
defective. Additionally, Cyprus agrees to reimburse ICMC for the lease
costs incurred in 1997 by ICMC pursuant to the Friday Properties
Agreement and the Orogrande Agreement.
(c) Cyprus may terminate this Agreement at any time during the
Earn-In period for any reason or no reason by providing ICMC sixty
(60) days written notice of such termination. Until Cyprus has earned
its interest in the Property, Cyprus shall have complete discretion in
conducting exploration activities, maintaining the Property and shall
conduct operations according to its own plans. Cyprus shall hold ICMC
harmless from any liabilities resulting from Cyprus' activities on the
Property during the Earn-In period.
5.4 Additional Cash Contributions. At such time as Cyprus has earned its
sixty percent (60%) interest in the Property, pursuant to Section 5.5, the
Participants, subject to any election permitted by Sections 6.1, 6.2 and 6.3,
shall be obligated to contribute funds to adopted Programs and Budgets in
proportion to their respective Participating Interest.
5.5 Earn-In. Cyprus shall earn a sixty percent (60%) Participating Interest
in the Property upon completion of the Exploration Expenditures set forth in
Section 5.3 (a) and payments set forth under Section 5.3 (b) (i) and (ii).
Except as
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provided for in Section 6.2, subsequent to Cyprus earning sixty percent (60%)
interest in the Property, all expenditures for the benefit of the Property shall
be contributed by the Parties in accordance to their Participating Interest.
Immediately upon Cyprus satisfying its Earn-In requirements under Section 5.3
(a) and 5.3 (b) (i) and (ii), ICMC shall execute and deliver to Cyprus such
documents that are necessary to transfer an appropriate percentage of interest
in ICMC's interest in and to the Property to Cyprus.
5.6 Additional Interest Within sixty (60) days after Cyprus completes its
requirements to earn sixty percent (60%) Participating Interest in the Property,
Cyprus, by providing written notice to ICMC, may elect to earn an additional
twenty percent (20%) Participating Interest in the Property, bringing its
interest to eighty percent (80%), by completing the following:
(a) Exploration Expenditures:
Total
Minimum Expenditure Cumulative
Date Amount Amount
---- ------ ------
By 4th anniversary date $600,000 $1,750,000
By 5th anniversary date $750,000 2,500,000
Ten percent (10%) of all Exploration Expenditures, except property
payments, taxes and/or fees to maintain the Property, to cover Cyprus'
overhead and administrative costs shall be charged by Cyprus and shall
qualify as Exploration Expenditures but shall be limited to five percent
(5%) on contracts in excess of One Hundred Thousand Dollars ($100,000).
All Exploration Expenditures shall be cumulative and any Exploration
Expenditures in excess of the minimum required in any period, including
Exploration Expenditures incurred in the first, second and third years of
this Agreement, shall be credited and applied toward any subsequent
Exploration Expenditures.
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(b) Cyprus shall, to the best of its ability, during this Earn-in
period continue to be responsible for maintaining the Underlying Agreements
and for maintaining the unpatented lode claims which comprise the Property.
5.7 Reports. Cyprus shall, during the Earn-in period, provide ICMC with
copies of periodic reports describing its activities on the Property and shall
conduct an annual review with ICMC to discuss the progress Cyprus has made
during the preceding period as well as the plans and programs being contemplated
for the next period.
ARTICLE 6
INTERESTS OF PARTICIPANTS:
DEFAULTS AND REMEDIES: FINANCING
6.1 Participating Interests. The Participants shall have the following
Participating Interests upon Cyprus' completion of the obligations set forth in
Section 5.3:
Cyprus - 60%
ICMC - 40%
Cyprus shall have no Participating Interest unless and until it has
completed the Exploration Expenditures set forth in Section 5.3 (a) and payments
provided for in 5.3 (b) (i) and (ii) during the Earn-In period. At such time as
Cyprus completes the obligations set forth in Section 5.3 and has earned its
sixty percent (60%) Participating Interest in the Property and determines it
will not elect to earn an additional twenty percent (20%) Participating Interest
in the Property as set forth in Section 5.6, ICMC and Cyprus shall have a period
of sixty (60) days to either (a) elect to participate in the Venture and
contribute to each Program and Budget for their
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entire respective Participating Interest, or (b) to elect to participate in the
Venture pursuant to Section 6.3(a), or (c) elect to withdraw from the Venture
and convert to a five percent (5%) Net Proceeds of Production as set out in
Exhibit C. In no event shall the cumulative Net Proceeds of Production payable
to the withdrawing party, whether one or more, exceed an aggregate of five
percent (5%). A Management Committee shall then be formed as provided for in
Section 7.1.
At Earn-In Cyprus and ICMC shall, irrespective of their actual expenditures
on or with respect to the Property, be deemed to have incurred expenditures as
follows:
Cyprus $1,150,000
LCMC $ 766,667
In the event Cyprus, pursuant to Section 5.6, elected to earn an additional
twenty percent (20%) Participating Interest in the Property, at such time as
Cyprus completes the obligations set forth in such Section 5.6 and has earned
its eighty percent (80%) Participating Interest in the Property, ICMC and Cyprus
shall have a period of ninety (90) days to either (a) elect to participate in
the Venture and contribute to each Program and Budget for their entire
respective Participating Interest, or (b) to elect to participate in the Venture
pursuant to Section 6.3(a), or (c) elect to withdraw from the venture and
convert to a five percent (5%) Net Proceeds of Production Royalty as set out in
Exhibit C. In no event shall the cumulative Net Proceeds of Production Royalty
payable to the withdrawing party, whether one or more, exceed an aggregate of
five percent (5%). A Management Committee shall then be formed as provided for
in Section 7.1.
At Earn-in Cyprus and ICMC shall, irrespective of their actual expenditures
on or with respect to the Property, be deemed to have incurred expenditures as
follows:
Cyprus $2,500,000
ICMC $ 625,000
6.2 Changes in Participating Interests. A Participant's Participating
Interest, shall be changed as follows:
(a) As provided in Section 6.5; or
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(b) Upon an election by a Participant pursuant to Section 6.3 to
contribute less to an adopted Program and Budget than the percentage
reflected by its Participating Interest; or
(c) In the event of default by a Participant in making its agreed-upon
contribution to an adopted Program and Budget, followed by an election by
the other Participant to invoke Section 6.4(b); or
(d) Transfer by a Participant of less than all its Participating
Interest in accordance with Article 14; or
(e) Acquisition of less than all of the Participating Interest of the
other Participant, however arising.
(f) Pursuant to Section 5.6.
6.3 Voluntary Reduction in Participation. A Participant may elect, as
provided in Section 9.5, to limit its contributions to an adopted Program and
Budget as follows:
(a) To some lesser amount than its respective Participating Interest; or
(b) Not at all.
If a Participant elects to contribute to an adopted Program and Budget some
lesser amount than its respective Participating Interest, or not at all, the
Participating Interest of that Participant shall be recalculated at the time of
election by dividing: (i) the sum of (a) the agreed value of the Participant's
deemed expenditure under Section 6.1 and (b) the total of all of the
Participant's actual expenditures including the amount the Participant elects to
contribute to the adopted Program and Budget; by (ii) the sum of (a) and (b)
above for all Participants; and then multiplying the result by one hundred. The
Participating Interest of the other Participant shall thereupon become the
difference between 100% and the recalculated Participating Interest.
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6.4 Default in Making Contributions.
(a) If a Participant defaults in making a contribution or cash call
required by an approved Program and Budget, the non-defaulting Participant
may advance the defaulted contribution on behalf of the defaulting
Participant and treat the same, together with any accrued interest, as a
demand loan bearing interest from the date of the advance at the Prime Rate
plus two percent (2%) compounded quarterly. The failure to repay said loan
upon demand shall be a default. Each Participant hereby grants to the other
a lien upon its interest in the Property and a security interest in its
rights under this Agreement and in its Participating Interest in other
Assets, and the proceeds therefrom, to secure any loan made hereunder,
including interest thereon, reasonable attorneys' fees and all other
reasonable costs and expenses incurred in recovering the loan with interest
and in enforcing such lien or security interest, or both. A non-defaulting
Participant may elect the applicable remedy under this Section 6.4, or, to
the extent a Participant has a lien or security interest under applicable
law, it shall be entitled to its rights and remedies at law and in equity.
All such remedies shall be cumulative. The election of one or more remedies
shall not waive the election of any other remedies. Each Participant hereby
irrevocably appoints the other its attorney-in-fact to execute, file and
record all instruments necessary to perfect or effectuate the provisions
hereof.
(b) The Participants acknowledge that if a Participant defaults in
making a contribution, a cash call, in repaying a loan or any payment, as
required hereunder, it will be difficult to measure the damages resulting
from such default. In the event such default is not cured by the defaulting
Participant within thirty (30) days after receiving notice of such default,
as reasonable liquidated damages, the defaulting Participant shall be
deemed to have withdrawn from the Venture and to have automatically
relinquished its Participating Interest to the non-defaulting Participant;
provided, however, the defaulting Participant shall have the right to
receive only from five percent (5%) of Net Proceeds of Production Royalty,
as set out in Exhibit C, and not
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from any other source, an amount equal to the defaulting Participant's actual
expenditures contributed hereunder. Upon receipt of such amount the defaulting
Participant shall thereafter have no further right, title, or interest under
this Agreement or in the Assets.
6.5 Conversion of Interest. If at any time the Participating Interest of a
Participant is reduced to ten percent (10%) or less by an affirmative election
not to contribute all or some portion of its share pursuant to a Program and
Budget as provided in Article 9 and the resulting application of the dilution
formula in Section 6.3, the diluted Participant shall be deemed to have
withdrawn from the Venture and this Agreement shall terminate; provided,
however, the diluting Participant shall have the right to receive only from five
percent (5%) of Net Proceeds of Production Royalty, as set out in Exhibit C, and
not from any other source, an amount equal to one hundred and fifteen percent
(115%) of the diluting Participant's actual or deemed expenditures contributed
hereunder,' whichever is greater. Upon receipt of such amount the diluting
Participant shall thereafter have no further right, title, or interest under
this Agreement or in the Assets.
6.6 Continuing Liabilities Upon Adjustments of Participating Interests. Any
reduction of a Participant's Participating Interest under this Section 6 shall
not relieve such Participant of its share of any liability, whether it accrued
before or after such reduction, arising out of Operations conducted prior to
such reduction. For purposes of this Article 6, such Participant's share of such
liability shall be equal to its Participating Interest at the time such
liability was incurred. The increased Participating Interest accruing to a
Participant as a result of the reduction of the other Participant's
Participating Interest shall be free of royalties, liens or other encumbrances
arising by, through or under such other Participant, other than those existing
at the time the Property was acquired or those to which both Participants have
given their written consent. An adjustment to a Participating Interest need not
be evidenced during the term of this Agreement by the execution and recording of
appropriate instruments, but each Participant's Participating Interest shall be
shown
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in the books of the Manager. However, either Participant, at any time upon the
request of the other Participant, shall execute and acknowledge instruments
necessary to evidence such adjustment in form sufficient for recording in the
jurisdiction where the Property is located.
6.7 Financing by Cyprus. Within sixty (60) days after Cyprus completes its
requirements to earn an additional twenty percent (20%) Participating Interest
in the Property as set forth in Section 5.6, bringing its Participating Interest
to eighty percent (80%), and ICMC and Cyprus have elected to participate in the
Venture in proportion to their respective Participating Interest, ICMC may elect
in writing to have Cyprus fund ICMC's share of Exploration Expenditures until
the completion of a Feasibility Study. In such event, such expenditures by
Cyprus on behalf of ICMC shall be treated as a loan and shall bear interest at
the Prime Rate plus two percent (2%), compounded quarterly. Such loan shall be
secured by ICMC's interest in the Property and the Assets. Cyprus shall be
repaid from eighty-five percent (85%) of the proceeds received by ICMC from the
sale of its proportionate share of Products, after deduction of operating costs.
ICMC shall execute a document securing the loan with its interest in the
Property and the Assets and assigning to Cyprus such eighty-five percent (85%)
of the proceeds in form and content acceptable to the legal counsel of both
Cyprus and ICMC.
In the event a Feasibility Study is completed and Development is not
recommended and the Management Committee votes to continue Exploration, Cyprus
will continue to fund ICMC's share of Exploration Expenditures until the
completion of another Feasibility Study. Such additional expenditures by Cyprus
on behalf of ICMC shall also be treated as a loan and recouped by Cyprus as
previously set forth in this Section 6.7.
If the Management Committee, after completion of a Feasibility Study, votes
to suspend Operations on the Property for any reason, no additional interest
would accrue on the Exploration Expenditures provided by Cyprus on behalf of
ICMC until Operations are again commenced.
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In the event a Feasibility Study recommends Development, but for reasons
beyond the control of the Participants (e.g. government taking, Force Majeure,
etc.) the Property can never be developed, accrual of interest on the
Exploration Expenditures provided by Cyprus on behalf of ICMC would cease.
Repayment to Cyprus of such loan and any interest accrued would be repaid from
ICMC's share of any compensation that the Participants may be entitled to as a
result of the prohibition of Mining. If no compensation is received by the
Participants, the loan and its accrued interest would be forgiven when the
Participants agree to drop their interest in the Property, discontinue any
litigation which may have commenced and dissolve the Venture.
ARTICLE 7
MANAGEMENT COMMITTEE
7.1 Organization and Composition. After completion of Cyprus' Earn-In and
the election by ICMC and Cyprus to participate in the Venture as provided in
Section 6.1, the Participants shall establish a Management Committee to
determine overall policies, objectives, procedures, methods and actions under
this Agreement. The Management Committee shall consist of one member appointed
by ICMC and one member appointed by Cyprus. Each Participant may appoint one or
more alternates to act in the absence of a regular member. Any alternate so
acting shall be deemed a member. Appointments shall be made or changed by notice
in writing to the other Participant.
7.2 Decision . Each Participant, acting through its appointed member(s)
shall have a vote equal to its Participating Interest in the Property. Decisions
of the Management Committee shall be decided by Simple Majority of the
Participating Interests. In the event of a deadlock, the Manager shall hold the
deciding vote.
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7.3 Meetings. The Management Committee shall hold regular meetings at least
annually at mutually agreed places. The Manager shall give thirty (30) days'
written notice to the Participants of such regular meetings. Additionally,
either Participant may call a special meeting upon thirty (30) days' written
notice to the Manager and the other Participant. In case of emergency,
reasonable notice of a special meeting shall suffice. There shall be a quorum if
at least one member representing each Participant is present. The Management
Committee shall not transact any business at a meeting unless a quorum is
present at the commencement of the meeting. If a quorum is not present at the
commencement of the meeting or within one-half hour after the time fixed for the
commencement of the meeting, the meeting shall be adjourned to the same time and
day of the next week at the same place. If a quorum is not present at the
commencement of the adjourned meeting, one representative shall be deemed to
constitute a quorum. Each notice of a meeting shall include an itemized agenda
and detailed back-up information prepared by the Manager in the case of a
regular meeting, or by the Participant calling the meeting in the case of a
special meeting, but any matters may be considered with the consent of all
Participants. The Manager shall prepare minutes of all meetings and shall
distribute copies of such minutes to the Participants within thirty (30) days
after the meeting. The minutes, when signed by all Participants, shall be the
official record of the decisions made by the Management Committee and shall be
binding on the Manager and the Participants. If personnel employed in Operations
are required to attend a Management Committee meeting, reasonable costs incurred
in connection with such attendance shall be a Venture cost. All other costs
shall be paid by the Participants individually.
7.4 Action Without Meeting. In lieu of meetings, the Management Committee
may hold telephone conferences, so long as all decisions are immediately
confirmed in writing by the Participants.
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7.5 Matters Requiring Approval. Except as otherwise delegated to the
Manager in Section 8.2, the Management Committee shall have exclusive authority
to determine all management matters related to this Agreement.
ARTICLE 8
MANAGER
8.1 Appointment. Following completion of Cyprus' Earn-In as provided for in
Sections 5.5 or 5.6 Cyprus shall be the initial Manager.
8.2 Powers and Duties of Manager. Subject to the terms and provisions of
this Agreement, the Manager shall have the following powers and duties which
shall be discharged in accordance with adopted Programs and Budgets:
(a) The Manager shall manage, direct and control Operations.
(b) The Manager shall implement the decisions of the Management
Committee, shall make all expenditures necessary to carry out adopted
Programs and Budgets, and shall promptly advise the Management Committee if
it lacks sufficient funds to carry out its responsibilities under this
Agreement.
(c) The Manager shall: (i) purchase or otherwise acquire all material,
supplies, equipment, water, utility and transportation services required
for Operations, such purchases and acquisitions to be made on the best
terms available, taking into account all of the circumstances; (ii) obtain
such customary warranties and guarantees as are available in connection
with such purchases and acquisitions; and (iii) keep the Assets free and
clear of all liens and encumbrances, except for those existing at the time
of, or created concurrent with, the acquisition of such Assets, or
mechanic's or materialmen's liens which shall be released or discharged in
a diligent manner, or liens and encumbrances specifically approved by the
Management Committee.
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(d) The Manager shall conduct such title examinations and cure such
title defects as may be advisable in the reasonable judgment of the
Manager.
(e) The Manager shall: (i) make or arrange for all payments required
by leases, licenses, permits, contracts and other agreements related to the
Assets; (ii) pay all taxes, assessments and like charges on Operations and
Assets except taxes determined or measured by a Participant's sales revenue
or net income. If authorized by the Management Committee, the Manager shall
have the right to contest in the courts or otherwise, the validity or
amount of any taxes, assessments or charges if the Manager deems them to be
unlawful, unjust, unequal or excessive, or to undertake such other steps or
proceedings as the Manager may deem reasonably necessary to secure a
cancellation, reduction, readjustment or equalization thereof before the
Manager shall be required to pay them, but in no event shall the Manager
permit or allow title to the Assets to be lost as the result of the
nonpayment of any taxes, assessments or like charges; and (iii) shall do
all other acts reasonably necessary to maintain the Assets.
(f) The Manager shall: (i) apply for all necessary permits, licenses
and approvals; (ii) comply with applicable federal, provincial, municipal
and local laws and regulations; (iii) notify promptly the Management
Committee of any allegations of substantial violation thereof; and (iv)
prepare and file all reports or notices required for Operations. The
Manager shall not be In breach of this provision if a violation has
occurred in spite of the Manager's good faith efforts to comply, and the
Manager has timely cured or disposed of such violation through performance,
or payment of fines and penalties.
(g) The Manager shall prosecute and defend, but shall not initiate
without consent of the Management Committee, all litigation or
administrative proceedings greater than $50,000 arising out of Operations.
The non-managing Participant shall have the right to participate, at its
own expense, in such litigation or administrative proceedings. The
non-managing Participant's approval shall be required in advance of any
settlement involving payments,
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commitments or obligations, if the non-managing Participant's share is in
excess of Twenty-Five Thousand Dollars ($25,000) in cash or value.
(h) The Manager shall provide insurance for the benefit of the
Participants as provided in Exhibit D.
(i) The Manager may dispose of Assets, whether by release,
abandonment, surrender or Transfer in the ordinary course of business,
except that Property may be released, abandoned or surrendered only as
provided in Article 13. However, without prior authorization from the
Management Committee, the Manager shall not: (i) dispose of Assets in any
one transaction having a value in excess of $250,000: (ii) enter into any
sales contracts or commitments for Product, except as permitted in Section
11.2; (iii) begin a liquidation of the Venture; or (iv) dispose of all or a
substantial part of the Assets necessary to achieve the purposes of the
Venture.
(i) The Manager shall have the right to carry out its responsibilities
hereunder through agents, affiliates or independent contractors.
(k) The Manager shall be obligated to perform or cause to be performed
during the term of this Agreement all obligations required by law in order
to maintain the Property which obligations shall be included in Programs
and Budgets.
(l) The Manager shall keep and maintain all required accounting and
financial records pursuant to the Accounting Procedure and in accordance
with customary cost accounting practices in the mining industry.
(m) The Manager shall keep the Management Committee advised of all
Operations by submitting in writing to the Management Committee: (i)
monthly progress reports which Include statements of expenditures and
comparisons of such expenditures to the adopted Budget; (ii) periodic
summaries of data acquired; (iii) copies of reports concerning Operations;
(iv) a detailed final report within forty-five (45) days after completion
of each Program and Budget, which shall include comparisons between actual
and budgeted expenditures and comparisons between the objectives and
results of Programs; and (v) such other reports as the Management Committee
may
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reasonably request. At all reasonable times the Manager shall provide the
Management Committee or the representative of any Participant, upon the
request of any member of the Management Committee, access to, and the right
to inspect and copy all maps, drill logs, core tests, reports, surveys,
assays, analyses, production reports, operations, technical, accounting and
financial records, and other information acquired in Operations. In
addition, the Manager shall allow the non-managing Participant, at the
latter's sole risk and expense, and subject to reasonable safety
regulations, to inspect the Assets and Operations at all reasonable times,
so long as the inspecting Participant does not unreasonably interfere with
Operations.
(n) The Manager shall undertake all other activities reasonably
necessary to fulfill the foregoing. The Manager shall not be in default of
any duty under this Section 8.2 if its failure to perform results from the
failure of the non-managing Participant to perform acts or to contribute
amounts required of it by this Agreement.
8.3 Standard of Care. The Manager shall conduct all Operations in a good,
workmanlike and efficient manner, in accordance with all applicable laws, sound
mining and other applicable industry standards and practices, and in accordance
with the terms and provisions of leases, licenses, permits, contracts and other
agreements pertaining to Assets. The Manager shall not be liable to the
non-managing Participant for any act or omission resulting in damage or loss
except to the extent caused by or attributable to the Manager's willful
misconduct or gross negligence.
8.4 Resignation: Deemed Offer to Resign. The Manager may resign upon thirty
(30) days prior notice to the other Participant. If any of the following shall
occur, the Manager shall be deemed to have offered to resign, which offer shall
be .accepted by the other Participant, if at all, within ninety (90) days
following such deemed offer:
(a) The Participating Interest of the Manager becomes less than fifty
percent (50%); or
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(b) The Manager fails to perform a material obligation imposed upon it
under this Agreement and such failure continues for a period of thirty (30)
days after written notice from the other Participant demanding performance;
or
(c) The Manager fails to pay or contest in good faith its bills within
thirty (30) days after receiving written notice that they are due; or
(d) A receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for a substantial part of its assets is appointed and
such appointment is neither made ineffective nor discharged within sixty
(60) days after receiving written notice of the making thereof, or such
appointment is consented to, requested by, or acquiesced in by the Manager;
or
(e) The Manager commences a voluntary case under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect; or
consents to the entry of an order for relief in an involuntary case under
any such law or to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or other similar
official of any substantial part of its assets; or makes a general
assignment for the benefit of creditors; or fails generally to pay its or
Venture debts as such debts become due; or takes corporate or other action
in furtherance of any of the foregoing; or
(f) Entry is made against the Manager of a judgment, decree or order
for relief affecting a substantial part of its assets by a court of
competent jurisdiction in an involuntary case commenced under any
applicable bankruptcy, insolvency or other similar law of any jurisdiction
now or hereafter in effect.
8.5 Payments to Manager. The Manager shall be compensated for its services
and reimbursed for its costs hereunder in accordance with the Accounting
Procedure.
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8.6 Transactions With Affiliates. If the Manager engages Affiliates to
provide services hereunder, it shall do so on terms no more favorable than would
be the case with unrelated persons in arm's-length transactions.
8.7 Activities During Deadlock. If the Management Committee for any reason
fails to adopt a Program and Budget, subject to the contrary direction of the
Management Committee and to the receipt of necessary funds, the Manager shall
continue Operations at levels comparable with the last adopted Program and
Budget. For purposes of determining the required contributions of the
Participants and their respective Participating Interests, the last adopted
Program and Budget shall be deemed extended.
ARTICLE 9
PROGRAMS AND BUDGETS
9.1 Initial Program and Budget. The initial Program and Budget will be
provided by the Manager to the Management Committee within ninety (90) days of
the Management Committee being formed.
9.2 Operations Pursuant to Programs and Budgets. Except as otherwise
provided in Sections 7.2 and 9.7, Operations shall be conducted, expenses shall
be incurred, and Assets shall be acquired only pursuant to approved Programs and
Budgets.
9.3 Presentation of Programs and Budgets. Proposed Programs and Budgets
shall be prepared by the Manager for a period of up to one year. Each adopted
Program and Budget, regardless of length, shall be reviewed at least once a year
at the annual meeting of the Management Committee. During the period encompassed
by any Program and Budget, and at least two months prior to its expiration, a
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proposed Program and Budget for the succeeding period shall be prepared by the
Manager and submitted to the Management Committee.
9.4 Review and Approval of Proposed Programs and Budgets. Within thirty
(30) days after submission of a proposed Program and Budget to the Management
Committee, the Management Committee shall:
(a) Approve the proposed Program and Budget; or
(b) Propose modifications of the proposed Program and Budget; or
(c) Reject the proposed Program and Budget.
If the Management Committee makes the elections pursuant to Section 9.4(b)
or (c), then the Manager will review the modifications and/or any
recommendations of the Management Committee and will resubmit a Program and
Budget within thirty (30) days.
9.5 Election to Participate. By written notice to the Management Committee
within thirty (30) days after approving a Program and Budget, except as provided
for in Section 6.1, a Participant may elect to contribute to such Program and
Budget in an amount equal to its Participating Interest or a lesser amount as
provided for in Section 6.3. If a Participant fails to so notify the Management
Committee, the Participant shall be deemed to have elected not to contribute to
such Program and Budget and the provisions of Section 6.3 shall apply. Subject
to Section 9.6 if a Participant elects not to participate in the Program and
Budget and the other Participant elects to contribute to the Program and Budget
the provisions of Section 6.'2 shall apply.
9.6 Deadlock on Proposed Programs and Budgets. If the Participants, acting
through the Management Committee, fail to approve a Program and Budget by the
beginning of the period to which the proposed Program and Budget applies, the
provisions of Section 8.7 shall apply.
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9.7 Budget Overruns: Program Changes. The Manager shall immediately notify
the Management Committee of any material departure from an adopted Program and
Budget. If the Manager exceeds an adopted Budget by more than ten percent (10%),
then such excess over ten percent (10%), shall be for the sole account of the
Manager, not creditable to the calculation of Participating Interests, unless
such excess amount is directly caused by an emergency or unexpected expenditure
made pursuant to Section 9.8 or is otherwise authorized by the approval of the
Management Committee. Budget overruns of ten percent (10%) or less shall be
borne by the Participants in proportion to their respective Participating
Interests as of the time the overrun occurs.
9.8 Emergency or Unexpected Expenditures. In case of emergency, the Manager
may take any reasonable action it deems necessary to protect life, limb or
property, to protect the Assets or to comply with law or government regulation.
the Manager may also make reasonable expenditures for unexpected events which
are beyond its reasonable control and which do not result from a breach by it of
its standard of care. The Manager shall promptly notify the Participants of the
emergency or unexpected expenditures, and the Manager shall be reimbursed for
all resulting costs by the Participants in proportion to their respective
Participating Interests at the time the emergency or unexpected expenditures are
incurred.
ARTICLE 10
ACCOUNTS AND SETTLEMENTS
Matters of accounts and settlements shall be governed by the provisions in
Exhibit "B" (Accounting Procedures) attached hereto.
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ARTICLE 11
DISPOSITION OF PRODUCTION
11.1 Taking in Kind. Each Participant shall take in kind or separately
dispose of its share of all Products in accordance with its Participating
Interest. Any extra expenditure incurred in the taking in kind or separate
disposition by any Participant of its proportionate share of Products shall be
borne by such Participant. Nothing in this Agreement shall be construed as
providing, directly or indirectly, for any joint or cooperative marketing or
selling of Products or permitting the processing of Products of any parties
other than the Participants at any processing facilities constructed by the
Participants pursuant to this Agreement. The Manager shall give the Participants
notice at least ten (10) days in advance of the delivery date upon which their
respective shares of Products will be available.
11.2 Failure of Participant to Take in Kind. If a Participant fails to take
in kind, the Manager shall have the right, but not the obligation, for a period
of time consistent with the minimum needs of the industry, but not to exceed one
year, to purchase the Participant's share for its own account or to sell such
share as agent for the Participant at not less than the prevailing market price
in the area. Subject to the terms of any such contracts of sale then
outstanding, during any period that the Manager is purchasing or selling a
Participant's share of production, the Participant may elect by notice to the
Manager to take in kind. The Manager shall be entitled to deduct from proceeds
of any sale by it for the account of a Participant reasonable expenses incurred
in such a sale.
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ARTICLE 12
WITHDRAWAL AND TERMINATION
12.1 Termination by Expiration or Agreement. This Agreement shall terminate
as expressly provided in this Agreement, unless earlier terminated by written
agreement.
12.2 Withdrawal. A Participant may elect to withdraw as a Participant from
this Agreement by giving forty-five (45) days written notice to the other
Participant of the effective date of withdrawal. Upon such withdrawal, this
Agreement shall terminate, and the withdrawing Participant shall be deemed to
have transferred to the remaining Participant, without cost and free and clear
of royalties owing to the withdrawing Participant, liens or other encumbrances
arising by, through or under such withdrawing Participant, all of its
Participating Interest in the Assets and in this Agreement. Any withdrawal under
this Section 12.2 shall not relieve the withdrawing Participant of its share of
liabilities to third parties (whether such accrues before or after such
withdrawal) including environmental liabilities arising out of Operations
conducted prior to such withdrawal. For purposes of this Section 12.2, the
withdrawing Participant's share of such liabilities shall be equal to its
Participating Interest at the time such liability was incurred.
12.3 Continuing Obligations. On termination of this Agreement under Section
12.1 or 12.2, the Participants shall remain liable for continuing obligations
hereunder until final settlement of all accounts and for any liability, whether
it accrues before or after termination, if it arises out of Operations during
the term of the Agreement.
12.4 Disposition of Assets on Termination. Promptly after termination under
Section 12.1, the Manager shall take all action necessary to wind up the
activities of the Venture, and all costs and expenses incurred in connection
with the termination of the Venture shall be expenses chargeable to the Venture.
Any Participant that has a negative Joint Account balance when the Venture is
terminated for any reason shall
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contribute to the Assets of the Venture an amount sufficient to raise such
balance to zero. The Assets shall first be paid, applied, or distributed in
satisfaction of all liabilities of the Venture to third parties and then to
satisfy any debts, obligations, or liabilities owed to the Participants. Before
distributing any funds or Assets to Participants, the Manager shall have the
right to segregate amounts which, in the Manager's reasonable judgment, are
necessary to discharge continuing obligations or to purchase for the account of
Participants, bonds or other securities for the performance of such obligations.
The foregoing shall not be construed to include the repayment of any
Participant's contributions or Joint Account balance. Thereafter, any remaining
cash and all other Assets, including property shall be distributed (in undivided
interests unless otherwise agreed) to the Participants, first in the ratio and
to the extent of their respective Joint Accounts and then in proportion to their
respective Participating Interests, subject to any dilution, reduction, or
termination of such Participating Interests as may have occurred pursuant to the
terms of this Agreement. No Participant shall receive a distribution of any
interest in Products or proceeds from the sale thereof if such Participant's
Participating Interest therein has been terminated pursuant to this Agreement.
12.5 Right to Data after Termination. After termination of this Agreement
pursuant to Section 12.1, each Participant shall be entitled to copies of all
information acquired hereunder before the effective date of termination not
previously furnished to it, but a terminating or withdrawing Participant shall
not be entitled to any such copies in respect to a later termination or
withdrawal.
12.6 Continuing Authority. On termination of this Agreement under Section
12.1 or the deemed withdrawal of a Participant pursuant to Section 6.4 or 6.5,
the Manager shall have the power and authority, subject to control of the
Management Committee, if any, to do all things on behalf of the Participants
which are reasonably necessary or convenient to: (a) wind up Operations and (b)
complete any transaction and satisfy any obligation, unfinished or unsatisfied,
at the time of such termination or withdrawal, if the transaction or obligation
arises out of Operations prior to such
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termination or withdrawal. The Manager shall have the power and authority to
grant or receive extensions of time or change the method of payment of an
already existing liability or obligation, prosecute and defend actions on behalf
of the Participants and the Venture, mortgage Assets, and take any other
reasonable action in any matter with respect to which the former Participants
continue to have, or appear or are alleged to have, a common interest or a
common liability.
12.7 Non-Compete Covenants. A Participant that withdraws pursuant to
Section 12.2, or is deemed to have withdrawn pursuant to Section 5.2, 6.4, or
6.5, shall not directly or indirectly acquire any interest in property within
the Area of Interest for two (2) years after the effective date of withdrawal.
If a withdrawing Participant, or an Affiliate of a withdrawing Participant,
breaches this Section 12.7, such Participant or Affiliate shall be obligated to
offer to convey to the non-withdrawing Participant, without cost, any such
property or interest so acquired. Such offer shall be made in writing and can be
accepted by the non-withdrawing Participant at any time within forty-five (45)
days after it is received by such non-withdrawing Participant.
12.8 Mutual Withdrawal. If a Participant elects to withdraw from this
Agreement pursuant to Section 12.2, the other Participant may also elect to
withdraw as a Participant by giving written notice thereof to the other
Participant within thirty-(30) days after receipt of the first Participant's
notice of withdrawal, in which event the Participants shall be deemed to have
agreed to terminate the Venture as of the first date of withdrawal pursuant to
Section 12. 1.
ARTICLE 13
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SURRENDER OF PROPERTY
13.1 Surrender of Property. The Management Committee may authorize the
Manager to surrender part or all of the Property. If the Management Committee
authorizes any such surrender over the objection of a Participant, the
Participant that desires to surrender shall assign to the objecting Participant,
without cost to the objecting Participant, all of the surrendering Participant's
interest in the Property to be surrendered, and the surrendered Property shall
cease to be part of the Property.
13.2 Reacquisition. If any Property is surrendered under the provisions of
this Article 13, then, unless this Agreement is earlier terminated, neither
Participant nor any Affiliate thereof shall acquire any interest in such
Property or a right to acquire such Property for a period of two years following
the date of such surrender. If a Participant reacquires any Property in
violation of this Section 13.2, the other Participant may elect by notice to the
reacquiring Participant within forty-five (45) days after it has actual notice
of such reacquisition, to have such Property made subject to the terms of this
Agreement. In the event such an election is made, the reacquired properties
shall thereafter be treated as Property, and the costs of reacquisition shall be
borne pro rata by the Participants and shall be included for purposes of
calculating the Participants' respective Participating Interests.
ARTICLE 14
TRANSFER OF INTEREST
14.1 General. A Participant shall have the right to Transfer to any third
party all or any part of its interest in or to this Agreement, its Participating
Interest, or the Assets solely as provided in this Article 14.
14.2 Limitations on Free Transferability. The Transfer right of a
Participant in Section 14.1 shall be subject to the following terms and
conditions:
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(a) No transferee of all or any part of the interest of a Participant
in this Agreement, any Participating Interest, or the Assets shall have the
rights of a Participant unless and until the transferring Participant has
provided to the other Participant notice of the Transfer, and except as
provided in Sections 14.2(e) and 14.2(f), the transferee, as of the
effective date of the Transfer, has committed in writing to be bound by
this Agreement to the same extent as the transferring Participant;
(b) No Transfer permitted by this Article 14 shall relieve the
transferring Participant of its share of any liability, whether accruing
before or after such Transfer, which arises out of Operations conducted
prior to such Transfer;
(c) In the event of a Transfer of less than all of a Participating
Interest, the transferring Participant and its transferee shall act and be
treated as one Participant;
(d) Except as provided in Section 14.4 (c), no Participant shall
transfer any interest in this Agreement or the Assets except by Transfer of
part or all of its Participating Interest;
(e) From the date of execution of this Agreement, if the Transfer is
the grant of a security interest by mortgage, deed of trust, pledge, lien
or other encumbrance of any interest in this Agreement, any Participating
Interest or the Assets to secure a loan or other indebtedness of a
Participant in a bona fide transaction, such security interest shall be
subordinate to the terms of this Agreement and the rights and interests of
the other Participant hereunder. Upon any foreclosure or other enforcement
of rights in the security interest the acquiring third party shall be
deemed to have assumed the position of the encumbering Participant with
respect to this Agreement and the other Participant, and it shall comply
with and be bound by the terms and conditions of this Agreement; and
(f) If a sale or other commitment or disposition of Products or
proceeds from the sale of Products by a Participant upon distribution to it
pursuant to Article 11 creates in a third party a security interest in
Products or
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proceeds therefrom prior to such distribution, such sales, commitment or
disposition shall be subject to the terms and conditions of this Agreement.
14.3 Right of First Refusal. Except as otherwise provided in Sections 14.2
and 14.4, if either Participant receives an offer to Transfer or otherwise
dispose of all or a part of its Participating Interest in the Property to a
third party, prior to accepting such offer the transferring Participant shall
first offer the interest to the non-transferring Participant at the same terms
and conditions as set forth in the third party offer. The non-transferring
Participant may accept the offer by written notice to the transferring
Participant given within sixty (60) days of receipt of the transferring
Participant's offer. If the non-transferring Participant does not accept the
offer, then the transferring Participant may sell or otherwise dispose of its
interest under terms and conditions not less favorable to it than those set
forth in the third party offer, provided that the sale or other disposition is
effectuated within one hundred and eighty (180) days from the effective date of
the third party offer.
14.4 Exceptions to Right of First Refusal. Section 14.3 shall not apply to
the following:
(a) Transfer by a Participant of all or any part of its interest in this
Agreement, any Participating Interest, or the Assets to an Affiliate, to Amax
Gold, Inc. or Amax Gold Exploration, Inc.;
(b) Incorporation of a Participant, or corporate merger, consolidation,
amalgamation or reorganization of a Participant by which the surviving entity
shall possess substantially all of the stock, or all of the property rights and
interests, and be subject to substantially all of the liabilities and
obligations of that Participant;
(c) The grant by a Participant of a security interest in any interest in
this Agreement, any Participating Interest, or the Assets by mortgage, deed of
trust, pledge, lien or other encumbrance which shall be subordinate as set forth
above; or
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(d) A sale or other commitment or disposition of Products or proceeds
from sale of Products by a Participant upon distribution to it pursuant to
Article 11.
ARTICLE 15
CONFIDENTIALITY AND RELEASES
15.1 General. The financial terms of this Agreement and all information
obtained in connection with the performance of this Agreement shall be the
exclusive property of the Participants and, except as provided in Section 15.2,
shall not be disclosed to any third party or the public without the prior
written consent of the other Participant, which consent shall not be
unreasonably withheld.
15.2 Exceptions. The consent required by Section 15.1 shall not apply to a
disclosure:
(a) To an Affiliate, consultant, contractor or subcontractor that has
a bona fide need to be informed;
(b) To any third party to whom the disclosing Participant contemplates
a Transfer of all or any part of its interest in or to this Agreement, its
Participating Interest, or the Assets; or
(c) Which the disclosing Participant is required by pertinent law or
regulation or the rules of any stock exchange to disclose; provided that in
any case to which this Section 15.2 is applicable, the disclosing
Participant shall give written notice to the other Participant prior to the
making of any such disclosure.
(d) As necessary to administer or enforce this Agreement.
As to any disclosure pursuant to Section 15.2(a) or (b), only such
confidential information as such third party shall have a legitimate
business need to know shall be disclosed and such third party shall first
agree in writing
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to protect the confidential information from further disclosure to the same
extent as the Participants are obligated under this Article 15.
15.3 Duration of Confidentiality. The provisions of this Article 15 shall
apply during the term of this Agreement and for two (2) years following a
termination pursuant to Section 12.1 or following withdrawal pursuant to Section
12.2, and shall continue to apply to any Participant who withdraws, who is
deemed to have withdrawn, or who Transfers its Participating Interest, for two
years following the date of such occurrence.
15.4 Releases. There shall be no public release by either party of any
information concerning the Property, the Operations or the Venture without the
prior written consent of the other party (such consent not to be unreasonably
withheld or delayed) unless such information is required by a lawful authority
of or other regulatory body having jurisdiction in which case the party making
such required disclosure shall first deliver a copy thereof to the other party
and allow the other party forty-eight (48) hours to comment on the nature and
extent of such required disclosure.
ARTICLE 16
AREA OF INTEREST
16.1 Acquisitions in Area of Interest. If at any time during the
subsistence of this Agreement any Participant or any non-Participant that has a
production royalty interest as provided for herein, (in this section only called
the "Acquiring Party") stakes or otherwise acquires any right to or interest in
any properties within the area described as all lands south of the South Fork of
the Clearwater River within Sections 30 and 31, Township 29 North, Range 8 East,
Boise Meridian, Sections 5, 6, 7, 8, 17, 18, 19 and 20, Township 28 North, Range
8 East, Boise Meridian and Sections 13 and 24, Township 28 North, Range 7 East,
Boise Meridian, ("Area of Interest"),
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the Acquiring Party shall forthwith give notice to the other parties of such
acquisition, the total cost thereof and all details in the possession of that
Participant with respect to the details of the acquisition, the nature of the
property and the known mineralization. Each other Participant may, within thirty
(30) days of receipt of the Acquiring Party's notice, elect, by notice to the
Acquiring Party, to require that the properties and the right or interest
acquired be included in and thereafter form part of the Property for all
purposes of this Agreement.
If the election aforesaid is made, the other Participants shall reimburse
the Acquiring Party for that portion of the cost of acquisition which is
equivalent to their respective Participating Interests.
If no other Participant makes the election aforesaid within that period of
thirty (30) days, the right or interest acquired shall not form part of the
Property and the Acquiring Party shall be solely entitled thereto.
Notwithstanding the provisions of this Article 16, should either Cyprus or
ICMC or their Affiliates control any properties within the Area of Interest on
the effective date of this Agreement and such properties are not included in
Exhibit A, such properties shall be considered Property and become subject to
this Agreement.
ARTICLE 17
GENERAL PROVISIONS
17.1 Notices. All notices, payments and other required communications
("Notices") to the Participants shall be in writing, and shall be addressed
respectively as follows:
If to ICMC:
Idaho Consolidated Metals Corporation
X.X. Xxx 0000
Xxxxxxxx, Xxxxx 00000
Attn: President
Fax: (000) 000-0000
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If to Cyprus:
Cyprus Gold Exploration Corporation
0000 Xxxx Xxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Exploration Manager, North America
Fax: (000) 000-0000
With a copy to:
Cyprus Gold Exploration Corporation
0000 X. Xxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000-0000
Attn: Land Management Department
Fax: (000) 000-0000
All Notices shall be given (i) by personal delivery to the Participant, or
(ii) by electronic communication or facsimile, with a confirmation sent by
registered or certified mail return receipt requested, (iii) by registered or
certified mail return receipt requested or (iv) by express mail. All Notices
shall be effective and shall be deemed delivered (i) if by personal delivery on
the date of delivery if delivered during normal business hours, and, if not
delivered during normal business hours, on the next business day following
delivery, (ii) if by electronic communication or facsimile on the next business
day following receipt of the electronic communication or facsimile, and (iii) if
solely by mail on the next business day after actual receipt. A Participant may
change its address by Notice to the other Participant.
17.2 Waiver. The failure of a Participant to insist on the strict
performance of any provision of this Agreement or to exercise any right, power
or remedy upon
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a breach hereof shall not constitute a waiver of any provision of this Agreement
or limit the Participant's right thereafter to enforce any provision or exercise
any right.
17.3 Modification. No modification of this Agreement shall be valid unless
made in writing and duly executed by the Participants.
17.4 Force Majeure. Except for the obligation to make payments when due
hereunder, the obligations of a Participant shall be suspended to the extent and
for the period that performance is prevented by any cause, whether foreseeable
or unforeseeable, beyond its reasonable control, including, without limitation,
lack of satisfactory market, labor disputes (however arising and whether or not
employee demands are reasonable or within the power of the Participant to
grant); acts of God; laws, regulations, orders, proclamations, instructions or
requests of any government or governmental entity; judgments or orders of any
court; inability to obtain on reasonably acceptable terms any public or private
license, permit or other authorization; curtailment or suspension of activities
to remedy or avoid an actual or alleged, present or prospective violation of
federal, provincial or local environmental standards; acts of war or conditions
arising out of or attributable to war, whether declared or undeclared; riot,
civil strife, insurrection or rebellion; fire, explosion, earthquake, storm,
flood, sink holes; drought or other adverse weather condition; delay or failure
by suppliers or transporters of materials, parts, supplies, services or
equipment or by contractors' or subcontractors' shortage of, or inability to
obtain, labor, transportation, materials, machinery, equipment, supplies,
utilities or services; accidents; breakdown of equipment, machinery or
facilities; or any other cause whether similar or dissimilar to the foregoing.
The affected Participant shall promptly give notice to the other Participant of
the suspension of performance, stating therein the nature of the suspension, the
reasons therefor, and the expected duration thereof and this Agreement shall be
extended by the total period of such delays or suspension. The affected
Participant shall resume performance as soon as reasonably possible. During the
period of suspension the obligations of the Participants to
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advance funds pursuant to Section 9.2 shall be reduced to levels consistent with
Operations.
17.5 Economic Force Majeure. If, at any time after the Management Committee
reaches a determination, in its reasonable judgment, that the minerals
encompassed within the Property cannot be profitably mined under the terms and
conditions of this Agreement as it is then in effect, the Management Committee
may declare that a condition of Force Majeure exists as provided in Section
17.4, above; provided, that in no event shall a condition of Force Majeure
declared pursuant to this Section 16.5 be in effect for more than five (5)
consecutive years.
17.6 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Idaho.
17.7 Rule Against Perpetuities. Any right or option to acquire any interest
in real or personal property under this Agreement must be exercised, if at all,
so as to vest such interest in the acquirer within twenty-one (21) years after
the effective date of this Agreement.
17.8 Further Assurances. Each of the Participants agrees to take from time
to time such actions and execute such additional instruments as may be
reasonably necessary or convenient to implement and carry out the intent and
purpose of this Agreement.
17.9 Survival of Terms and Conditions. The provisions of this Agreement and
the attached Exhibits shall survive the termination of this Agreement to the
full extent necessary for their enforcement and the protection of the
Participant in whose favor they run.
17.10 Entire Agreement: Successors and Assigns. This Agreement contains the
entire understanding of the Participants and supersedes all prior
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agreements and understandings between the Participants relating to the subject
matter hereof. This Agreement shall be binding upon and inure to the benefit of
the respective successors and permitted assigns of the Participants. In the
event of any conflict between this Agreement and any Exhibit attached hereto,
the terms of this Agreement shall be controlling.
17.11 Memorandum. At the request of either Participant, a Memorandum or
short form of this Agreement, as appropriate, which shall not disclose financial
information contained herein, shall be prepared and recorded by Manager. This
Agreement shall not be recorded.
17.12 Funds. All references to dollar amounts contained in this Agreement
are references to United States dollars.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
effective as of the day and year first above written.
CYPRUS GOLD EXPLORATION CORPORATION
By: /s/ [Not Legible]
--------------------------------
Title: President
Tax ID#:
IDAHO CONSOLIDATED METALS CORPORATION
By: /s/ Del Xxxxxxx
--------------------------------
Title: Pres./CEO
Tax ID#:
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EXHIBIT "A-1"
Attached to and made part of that certain Joint Venture Agreement
dated the 13th day of June, 1997 between
Idaho Consolidated Metals Corporation and
Cyprus Gold Exploration Corporation.
The following unpatented mining claims located in Idaho County, State of Idaho.
BLM BLM
Claim Name Serial No. Claim Name Serial No.
---------- ---------- ---------- ----------
Black Lady 1 28654 RL 22 105338
Black Lady 2 28655 RL 24 105340
Hidden Valley 1 28656 RL 25 105341
Hidden Valley 2 28657 RL 26 105342
Hidden Valley 3 28658 RL 27 105343
Xxx 1 28982 RL 28 105344
Xxx 2 28983 RL 28A 105345
Xxx 3 28984 RL 29 105346
Xxx 4 28985 RL 30 105347
Xxx 5 28986 RL 30A 105348
Xxx 6 28987 RL 31 105349
Xxx 7 28988 Spec 10 28969
Xxx 11 28989 Spec 11 28970
Xxx 12 28990 Spec 12 28971
Xxx 13 28991 Spec 13 28972
Xxx 14 28992 Spec 23 28973
Xxx 15 28993 Spec 24 28974
Xxx 16 28994 Spec 25 28975
Xxx 17 28995 Spec 26 28976
Xxx 18 28996 Spec 27 28977
Xxx 25 28997 Spec 28 28978
Xxx 26 28998 Spec 29 28979
RL 9A 105324 Spec 30 28980
RL 10 105325 Spec 34 28981
RL 11 105326 Tip Top 1 28662
RL 11A 105327
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BLM
Claim Name Serial No.
---------- ----------
RL 21 105337
RL 23 105339
RL 40 105358
RL 42 105360
RL 43 105361
RL 44 105362
RL 45 105363
RL 58 105376
RL 60 105378
RL 61 105379
CNTL #1 100371
CNTL #2 100372
CNTL #3 100373
CNTL #4 100374
CNTL #5 100375
CNTL #6 100376
CNTL #7 100377
CNTL #8 100378
CNTL #9 100379
CNTL #20 100390
Z-14 111509
Z-15 111510
Z-16 111511
Z-17 111512
Z-21A 124313
Z-22 124314
Z-22A 124315
Z-23 111517
Z-25 111519
Z-27 111521
Z-28 111522
Z-29 111523
Z-30 111524
Z-31 111525
Z-32 111526
Z-33 111527
Z-34 111528
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EXHIBIT "A-2"
Attached to and made part of that certain Joint Venture Agreement
dated the 13th day of June , 1997 between
Idaho Consolidated Metals Corporation and
Cyprus Gold Exploration Corporation.
The following unpatented mining claims located in Idaho County, State of Idaho.
BLM
Claim Name Serial No Reception Number
---------- --------- ----------------
Deal 1 IMC 179335 393990
Deal 2 IMC 179336 393991
Deal 3 IMC 179337 393992
Deal 4 IMC 179338 393993
Deal 5 IMC 179339 393994
Deal 6 IMC 179340 393995
Deal 7 IMC 179341 393996
Deal 8 IMC 179342 393997
Deal 9 IMC 179343 393998
Deal 10 IMC 179344 393999
Deal 11 IMC 179345 394000
Deal 12 IMC 179346 394001
Deal 13 IMC 179347 394002
Deal 14 IMC 179348 394003
Deal 15 IMC 179349 394004
Deal 16 IMC 179350 394005
Deal 17 IMC 179351 394006
Deal 18 IMC 179352 394007
Deal 19 IMC 179353 394008
Deal 20 IMC 179354 394009
Deal 21 IMC 179355 394010
Deal 22 IMC 179356 394011
Deal 23 IMC 179357 394012
Deal 24 IMC 179358 394013
Deal 25 IMC 179359 394014
Deal 26 IMC 179360 394015
Deal 27 IMC 179361 394016
Deal 28 IMC 179362 394017
Deal 29 IMC 179363 394018
Deal 30 IMC 179364 394019
Deal 31 IMC 179365 394020
Deal 32 IMC 179366 394021
Deal 33 IMC 179367 394022
Deal 34 IMC 179368 394023
Deal 35 IMC 179369 394024
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BLM
Claim Name Serial No Reception Number
---------- --------- ----------------
Deal 36 IMC 179370 394025
Deal 37 IMC 179371 394026
Deal 38 IMC 179372 394027
Deal 39 IMC 179373 394028
Deal 40 IMC 179374 394029
Deal 41 IMC 179375 394030
Deal 42 IMC 179376 394031
Deal 43 IMC 179377 394032
Deal 44 IMC 179378 394033
Deal 45 IMC 179379 394034
Deal 46 IMC 179380 394035
Deal 47 IMC 179381 394036
Deal 48 IMC 179382 394037
Deal 49 IMC 179383 394038
Deal 50 IMC 179384 394039
Deal 51 IMC 179385 394040
Deal 52 IMC 179386 394041
Deal 53 IMC 179387 394042
Deal 54 IMC 179388 394043
Deal 55 IMC 179389 394044
Deal 56 IMC 179390 394045
Deal 57 IMC 179391 394046
Deal 58 IMC 179392 394047
Deal 59 IMC 179393 394048
Deal 60 IMC 179394 394049
Deal 61 IMC 179395 394050
Deal 62 IMC 179396 394051
Deal 63 IMC 179397 394052
Deal 64 IMC 179398 394053
Deal 65 IMC 179399 394054
Deal 66 IMC 179400 394055
Deal 67 IMC 179401 394056
Deal 68 IMC 179402 394057
Deal 69 IMC 179403 394058
Deal 70 IMC 179404 394059
Deal 71 IMC 179405 394060
Deal 72 IMC 179406 394061
Deal 73 IMC 179407 394062
Deal 74 IMC 179408 394063
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EXHIBIT "B"
Attached to and made part of that certain Joint Venture Agreement
dated June 13, 1997, by and between
Idaho Consolidated Metals Corporation and
Cyprus Gold Exploration Corporation
ACCOUNTING PROCEDURES
The purpose of these Accounting Procedures is to establish equitable methods for
determining charges and credits applicable to Operations under the captioned
Agreement (the "Agreement"). It is the intent of the Manager and any Participant
that is not acting as the Manager ("the non-Manager") that neither of them shall
gain nor lose by reason of their duties and responsibilities as the Manager or
the non-Manager but that the Manager should be reimbursed for the value of
services provided hereunder. If any method proves unfair or inequitable to the
Manager or the non-Manager, the Participants shall meet and in good faith
endeavor to agree upon changes deemed necessary to correct the unfairness or
inequity. In the event of a conflict between the provisions of these Accounting
Procedures and those of the Agreement, the provisions of the Agreement shall
control.
ARTICLE 1
GENERAL PROVISIONS
1.1 Definitions. The definitions set forth in the Agreement shall apply to
these Accounting Procedures and shall have the same meanings as used herein.
Additional terms used in these Accounting Procedures are set forth below shall
have the following meanings:
(a) "Material" shall mean personal property, including but not limited to
supplies and non-depreciable equipment, acquired and held for use in Operations.
(b) "Outsider" shall mean participants other than "Participant" to the
Agreement and their affiliates.
(c) "Personal Expenses" shall mean travel and other reasonable reimbursable
expenses of employees of the Manager or its Affiliates.
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(d) "Technical Employees" shall mean those employees having special and
specific engineering, geological, legal, or other professional skills, and whose
primary function in Operations is the handling of specific matters for the
benefit of Operations.
1.2 Accounting Records.
(a) The Manager shall maintain accounting records for the Joint Account in
accordance with generally accepted accounting principles consistently applied
and used in the mining industry.
(b) The Manager shall take advantage of and credit the Venture with all
cash and trade discounts, freight allowances and equalizations, annual volume or
other allowances, credits, salvages, commissions, insurance discount dividends
and retroactive premium adjustments, and any other benefits which accrue to the
Manager wholly or in part because of Operations.
1.3 Statements, Xxxxxxxx and Adjustments.
(a) The Manager shall promptly submit to the Management Committee monthly
statements of account reflecting in reasonable detail the charges and credits to
the Joint Account during the preceding month.
(b) On the basis of the adopted Program and Budget, the Manager shall
submit to each Participant prior to the last day of each month, a billing for
estimated cash requirements for the next month. Within ten (10) days after
receipt of each billing, each Participant shall advance to the Manager its
proportionate share of the estimated amount. Time is of the essence of payment
of such xxxxxxxx. The Manager shall at all times maintain a cash balance
approximately equal to the rate of disbursement for up to forty-five (45) days.
(c) A Participant that fails to meet cash calls in the amount and at the
times specified in Section 1.3(b) shall be in default, and the amount of the
defaulted cash call shall bear interest from the date due at an annual rate
equal to two (2) percentage points over the Prime Rate, but in no event shall
said rate of interest exceed the maximum permitted by law.
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The non-defaulting Participant shall have those rights, remedies and elections
specified in Section 6.4 of the Agreement.
(d) Payment of bills shall not prejudice the right of the non-Manager to
protest or question the correctness thereof; however, all bills and statements
rendered during any calendar year shall be presumed conclusively to be true and
correct after twelve (12) months following the end of any such calendar year
unless, within the said twelve-month period, the non-Manager takes written
exception thereto and makes claim on the Manager for adjustment. No adjustment
favorable to the Manager shall be made unless it is made within the same
prescribed period or in connection with an adjustment in favor of the
non-Manager. The provisions of this paragraph shall not prevent adjustments
resulting from a physical inventory of the Assets.
1.4 Advances and Payments.
(a) As provided for in this Exhibit "B", the non-Manager shall advance its
share of the estimated cash outlay for the succeeding month's operation. If the
non-Manager's advances exceed its share of actual expenditures, subsequent cash
calls will be adjusted downward or the Manager will refund to the non-Manager
excess funds that are not necessary for subsequent Operations.
(b) The Manager shall base its estimates of cash advance requirements on
the latest information available and shall take into account cash on hand which
may be applied to satisfy such requirements in order to reduce the amounts to be
advanced. It is the intent of the Participants to provide adequate funds for the
Operations and to maintain-bank balances at minimum levels.
(c) If the Manager does not request the non-Manager to advance its share of
estimated cash requirements, the non-Manager shall pay its share of expenditures
within thirty (30) days following receipt of the Manager's billing.
(d) Except as provided in Section 6.4 of the Agreement, all payments shall
be made on or before the due date by wire transfer in immediately available
funds to bank accounts designated by the Manager. If not so paid, the unpaid
balance shall bear interest after
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the due date at the rate of Prime Rate plus two percent (2%) for each thirty
(30) day period or portion thereof until such amount is paid, plus attorneys'
fees, court costs, and other costs related to the collection of the unpaid
amounts.
(e) Funds received by the Manager from the non-Manager Participant shall be
segregated or maintained by the Manager as a separate fund, and may not be
commingled with the Manager's own funds, except with the consent of the
non-Manager Participant.
1.5 Audits. Upon notice in writing to the Manager, the non-Manager shall
have the right to audit the accounts and records relating to the accounting made
under this Agreement for any calendar year within the twelve (12) month period
following the end of such calendar year; provided, however, the making of an
audit shall not extend the time for the taking of written exception to and the
adjustments of accounts pursuant to Section 1.3(d). The non-Manager may arrange
for audits by its own staff or outside professional and qualified independent
auditors. Audits shall be conducted in a manner so as to cause the minimum
inconvenience to the Manager. The Manager shall bear no portion of non-Manager's
audit costs unless agreed to by the Manager in advance of such audit.
Notwithstanding the above, in the event the non-Manager does not audit the
accounts and records relating to the accounting made under this Agreement the
Manager shall have conducted annually an audit of the accounts and records
relating to the accounting made under this Agreement. Such audit shall be for
the account of the Venture. If the non-Manager does have an audit performed as
provided herein, the Manager shall not be required to perform an additional
audit.
ARTICLE 2
CHARGEABLE COSTS
Subject to the provisions of the Agreement, the Manager shall charge the
Joint Account with all costs incurred by it as necessary and proper for the
conduct of Operations or maintenance of the Assets. Such costs shall be
reasonable and comparable with similar projects in the area. Except as otherwise
provided in the Agreement, the Manager shall charge the Joint Account with: (1)
exploration expenditures made for the exploration activities within the
Property, (2) expenditures made for engineering, environmental, planning,
Development and construction related to the Property and for the equipment and
facilities necessary for Operations, including all working capital and
sustaining capital for ongoing Operations and for
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the expansion and updating of Operations, and (3) costs and expenses of mining,
processing, reclamation, restoration, worker's compensation and other claims
upon closing of the mines, and any other costs following the mine closing. Such
costs include, but are not limited to the following:
2.1 Property Payments. Property payments, rentals, royalties and other
payments out of production (unless such royalties or other payments shall burden
the ownership interests of only one Participant) and fees, paid by the Manager
for Operations including permits, fees, and other charges which are assessed by
various governmental agencies. Such costs also include acquisition of easements,
rights of way, and surface rights.
2.2 Labor.
(a) Salaries and wages of the Manager's employees directly engaged in and
the conduct of and for the benefit of Operations, whether temporarily or
permanently assigned. The proportion of salaries and wages charged will be
prorated proportionate to the time spent by employees for the benefit of
Operations. Salaries and wages shall include everything constituting gross pay
to employees as reflected on the Manager's payroll, including travel time and
overtime.
(b) The Manager's cost of holidays, rest days, vacations, disability
benefits, sickness, and other customary allowances and reasonable expenses which
are paid or reimbursed under the Manager's usual practice. Such amounts may be
charged either on a "percentage assessment" of salaries and wages, or on a cash
basis.
(c) Costs of expenditures or contributions made pursuant to assessments
imposed by governmental authority which are applicable to the Manager's cost of
salaries and wages.
(d) Personal Expenses of employees whose salaries and wages are, chargeable
to the Joint Account under Section 2.2(a), but only to the extent that such
Personal Expenses are incurred in connection with their efforts while directly
engaged in the conduct of and for the benefit of Operations.
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(e) The Manager's actual costs of established plans for employees' group
life insurance, hospitalization, medical, dental, pension, retirement, stock
purchase, profit sharing, thrift, bonus, and other benefit plans of a similar
nature applicable to the Manager's labor cost chargeable to the Joint Account.
(f) If a percentage assignment is used for Section 2.2 (b) and (e), the
rate shall be based on actual cost experience for the previous year. Such rate
shall be determined during the first quarter of each year and shall be applied
in current year operations.
(g) Relocation costs of employees permanently or temporarily assigned and
directly engaged in the conduct of Operations. Such costs shall include
transportation of employees' families and their personal and household effects
and all other relocation costs in accordance with the Manager's usual practice.
2.3 Material. Material purchased or furnished by the Manager for use in
Operations as provided under Article 3. So far as is reasonably practical, and
consistent with efficient and economical operations, only such Material shall be
purchased or transferred for use in Operations as may be required for immediate
use.
2.4 Transportation.
(a) Transportation of material and other related costs such as expediting,
crating, freight, and unloading at destination.
(b) Transportation of employees as required in the conduct-of Operations.
2.5 Services.
(a) The cost of consultants, contract labor, services, equipment, and
utilities procured from Outsiders.
(b) Technical or research services, such as, but not limited to, laboratory
analysis, drafting, geophysical and geological interpretation, engineering,
reserve studies and related computer services, and data processing, which may be
delegated to and performed by
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the specialized staffs of one of the Participants or their Affiliate. Such
professional services shall be on a cost of service basis and charges shall not
exceed the cost of comparable quality services by qualified Outsiders. Charges
to the Joint Account for services directly benefitting Operations shall be in
addition to any charges allowed under Sections 2.11 and 2.12.
(c) In the event the Manager from time to time utilizes skilled personnel
of the Participants or their Affiliates for performance of services either
within the Property or elsewhere for the benefit of Operations, whose time in
full or in part is not otherwise charged hereunder, a proper proportion of the
direct and indirect salary, employee benefits, and travel expenses of such
personnel shall be charged to the Joint Account, provided such work is pursuant
to written authorization by the Manager. Such professional services shall be on
a cost of service basis and charges shall not exceed the cost of comparable
quality services by qualified Outsiders.
(d) Use of the Manager's and the non-Manager's separately owned equipment
and facilities for benefit of Operations. Such use shall be charged to the Joint
Account at rates commensurate with the Manager's actual and full costs of
ownership and operation and such rates shall include cost of maintenance,
repairs, other operating expense, insurance, taxes (other than income taxes),
depreciation, and other overhead. These charges shall not exceed the prevailing
commercial rates in the area.
(e) Data processing and computer services acquired for the benefit of
Operations may be contracted through Outsiders, or by arrangement for computer
services from one of the Participants, or their Affiliates, even though such
facilities are not physically located within the Property. Charges to the Joint
Account under this provision for services directly benefiting Operations shall
be in addition to any charges allowed under Section 2.11 and 2.12. Such
professional services shall be on a cost of service basis and charges shall not
exceed the cost of comparable quality services by qualified Outsiders.
(f) Any technical services, skilled personnel, equipment, facilities or
data processing services provided to Operations by the non-Manager, at the
request of the Manager, shall be charged on the same basis as provided in
Sections 2.5 (b), (c) (d) and (e) above. The non-Manager shall xxxx the Manager
in accordance with Section 1.4 (c) of the Accounting
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Procedures. The Manager may audit the records of the non-Manager with regard to
such services in accordance with the procedure set forth in Section 1.5.
2.6 Repair and Replacement of Property. All costs or expenses (net of the
recoveries from insurance for which the premiums have been charged to the Joint
Account, if any) necessary for the repair or replacement of property resulting
from damages or losses incurred by fire, flood, storm, theft, accident, or any
other cause, excepting the Manager's gross negligence or willful misconduct. The
Manager shall furnish to the non-Manager written notice of damages or losses in
excess of Fifteen Thousand Dollars ($15,000) as soon as practicable. Such costs
and expenses include the costs to combat and control the actions of the hazard.
2.7 Insurance.
(a) Premiums paid for Workers' Compensation or Employer's Liability
Insurance required to be carried for Operations. In the event Operations are
conducted in a state or province in which the Manager may act as self-insurer
for Workers' Compensation or Employer's Liability under the applicable state's
or province's law, the Manager may, at its election, provided that it is allowed
by the laws of the Province, include the risk under its self-insurance program
and in that event, the Manager shall include a charge at the Manager's cost
equal to the Standard Workers' Compensation rate during any one contract year.
Premiums paid for an insurance program covering such property, business
interruption, casualty, and fidelity risks as are deemed prudent by the Manager
based on sound business judgment, which judgment shall be subject to review and
revision by the Management Committee. Premiums paid for other insurance as
requested by the Management Committee. Each Participant may procure and
maintain, at its own cost and expense, such other insurance as it may determine
to be necessary to protect its interests, and any such insurance so procured and
maintained shall inure solely to the benefit of the Participant procuring the
same.
(b) Actual expenditures incurred in the investigation, defense, and
settlement of all losses, claims, damages, judgments, and other expenses for the
benefit of Operations, excepting those resulting from the Manager's gross
negligence or willful misconduct.
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2.8 Limitation and Claims. All costs or expenses of handling, investigation
and settling litigation or claims arising by reason of Operations or necessary
to protect or recover property, including, but not limited to, attorneys' fees,
court costs, cost of investigation or procuring evidence and amounts paid in
settlement or satisfaction of any such litigation or claims. In the event
actions or claims affecting Operations shall be handled by the legal staff of
one of the Participants, a charge commensurate with the cost of providing such
service is chargeable to the Joint Account.
2.9 Taxes. All taxes (except taxes based on or determined with reference to
income), fees, and governmental assessments of every kind and nature. If the
Manager is required hereunder to pay ad valorem taxes based in whole or in part
upon separate valuations of each Participant's Interest, then notwithstanding
anything to the contrary herein, charges to the Joint Account shall be made and
paid by the Participants hereto in accordance with the percentage of tax value
generated by each Participant's Interest.
2.10 Fines. All fines resulting from non-compliance with applicable laws,
rules, and regulations, except to the extent that such fines were due to the
gross negligence or willful misconduct of the Manager.
2.11 Direct Administrative Costs. The net cost of maintaining and operating
any offices (excepting the corporate headquarters office), suboffices, camps,
warehouses, housing, and other facilities directly serving Operations shall be
charged to the Joint Account. If such facilities serve operations in addition to
Operations, the net costs shall be allocated to all operations served on an
equitable basis mutually agreed to by the Participants.
2.12 Manager's Management Fee. A charge to reimburse the Manager for
overhead and other general and administrative services of the Manager's
corporate headquarters office equal to the following percentages applied to
costs and expenses determined on a monthly basis under the provisions of
Paragraphs 2 through 7, 11 and 13 through 15 of this Article 2:
(a) Ten percent (10%) of all cash expenditures incurred prior to
Development,, but only five percent (5%) on contracts greater than One Hundred
Thousand Dollars ($100,000).
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(b) Five percent (5%) of all cash expenditures incurred following
commencement of Development.
Notwithstanding the above, such Manager's fees shall not be charged on the
overhead of any contractors or agents. The overhead rates set out above shall be
reviewed annually at the request of either party. If a detailed analysis of the
Manager's actual cost experiences establishes that higher or lower overhead
expenses were incurred or are likely to be incurred, and if higher, are
reasonable in the circumstances, then the rates shall be amended by the
Management Committee. Such amendment shall be on the basis that the Manager
neither profits nor loses as a result thereof.
2.13 Storage of Production Inventories. Each Participant will bear the cost
incurred for handling and storage of merchantable ore or concentrates as
follows:
(a) Personal property taxes on ore or concentrates in storage for a
Participant within the Property shall be charged to such Participant.
(b) The cost of loading out such ore in storage for a Participant from the
Property shall be charged to such Participant.
(c) Cost associated with providing storage of ore or concentrates within
the Property will be charged on a pro rata basis determined by the Participants.
(d) Other costs arising out of storage or handling- of ore or concentrates
shall be charged to the Participant owning such Materials.
2.14 Project Assets. The cost of all capital expenses of the Assets which
are normally depreciable, depletable, or amortizable, including but not limited
to land acquisition, exploration, development, pre-mine development and
stripping, machinery, equipment, plant, buildings, rail facilities and
equipment, improvements, camp and port facilities, townsites and other
infrastructure, whether incurred or acquired prior to or after Commencement of
Commercial Production.
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2.15 Other Necessary Expenses. Any other chargeable expenditures not
covered or dealt with in the foregoing provisions which are necessary and proper
for the conduct of Operations.
ARTICLE 3
PRICING OF JOINT ACCOUNT MATERIAL PURCHASES.
TRANSFERS, AND DISPOSITION
The Manager is responsible for Joint Account Material and shall make proper
and timely charges and credits for all Material movements affecting the
Property. The Manager shall provide all Material for use within the Property,
however, at the Manager's option, such Material may be supplied by the
non-Manager.
3.1 Purchases. Material purchased shall be charged at the price paid by the
Manager after deduction of all discount received. In case of Material found to
be defective or returned to vendor for any other reason, credit shall be passed
to the Joint Account when adjustment has been received by the Manager.
3.2 Transfer and Dispositions. Material furnished to the Property and
Material transferred from the Property or disposed of by the Manager, unless
otherwise agreed to by the Participants, shall be priced at its current fair
market value.
3.3 Premium Prices. Whenever Material is not readily obtainable at
published or listed prices because of national emergencies, strikes, or other
unusual causes over which the Manager has no control, the Manager may charge the
Joint Account for the required Material at the Manager's actual cost incurred in
providing such Material, in making it suitable for use, and in moving it to the
Property.
3.4 Warranty of Material. The Manager shall not be held responsible for
defects in Material furnished for Operations. In the event Material is
defective, credit shall not be passed to the Joint Account until the adjustment
has been received by the Manager from the manufacturer or its agents.
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ARTICLE
DISPOSAL OF SURPLUS MATERIAL
4.1 Distribution Generally. The disposition of major items of surplus
Material shall be decided upon by the Manager. The Manager may purchase, but
shall be under no obligation to purchase, the interests of the non-Manager in
surplus Material.
4.2 Purchase by Participants. Surplus Material purchased by either the
Manager or the non-Manager shall be credited by the Manager to the Joint Account
at its fair market value.
4.3 Distribution to Participants. Division of Material in kind, if made
between the Manager and the non-Manager, shall be in proportion to their
respective interests in such Material. Each Participant will thereupon be
charged individually with the value of the Material received or receivable by
each Participant, and corresponding credits will be made by the Manager to the
Joint Account. Such credits shall appear in the monthly statement of operations.
4.4 Sales. Sales to Outsiders of Material from the Property shall be
credited by the Manager to the Joint Account at the net amount collected by the
Manager from vendee, which shall be priced on the basis of the best available
market price. Any claim by vendee for defective Materials or otherwise shall be
charged back to the Joint Account if and when paid by the Manager.
ARTICLE 5
INVENTORIES
5.1 Periodic Inventories. The Manager shall take physical inventory of
Joint Account Material at reasonable intervals in accordance with generally
accepted accounting principles but not less than once a year. The non-Manager
may be represented when any inventory-shall bind the non-Manager to accept the
inventory taken by the Manager.
5.2 Reconciliation. Reconciliation of inventories with the Joint Account
shall be made by the Manager, and a list of overages and shortages shall be
furnished to the non-
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Manager within ninety (90) days following the taking of inventory. Inventory
adjustments shall be made by the Manager to the Joint Account for overages and
shortages, but the Manager shall be held accountable to the non-Manager only for
shortages due to the lack of reasonable diligence.
5.3 Special Inventories. Whenever there is a sale or change of Interest in
the Mineral Rights, the Property or the Assets, a special inventory may be taken
by the Manager, provided the seller or purchaser or such Interest requests such
inventory and agrees to bear all of the expense thereof. In such cases, both the
seller and the purchaser shall be entitled to be represented. A special
inventory shall be required when there is a change in the Manager. The cost of
the latter inventory will be charged to the Joint Account when the change in the
Manager does not come about as the result of a sale of the former Manager's
Interest.
5.4 Expenses. The expense incurred by the Manager in conducting periodic
inventories shall be charged to the Joint Account.
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EXHIBIT "C"
Attached to and made part of that certain Joint Venture Agreement
dated June 13 , 1997, by and between
Idaho Consolidated Metals Corporation
and Cyprus Gold Exploration Corporation.
NET PROCEEDS OF PRODUCTION ROYALTY
1 Obligation.
1.01 If any party becomes entitled to an interest in Net Proceeds pursuant to
the Agreement (an "Owner"), the Manager shall separately calculate, as at the
end of each calendar quarter subsequent to commencement of commercial
operations, Net Proceeds.
1.02 Interest in Net Proceeds. Each Participant shall within sixty (60) days of
the end of each calendar quarter, as and when any Net Proceeds are available for
distribution:
(a) severally pay or cause to be paid to each Owner that percentage of the
Net Proceeds to which that Owner is entitled under the Agreement;
(b) deliver to each Owner a statement indicating:
i. the Gross Receipts during the calendar quarter;
ii. the deductions therefrom made in the order itemized in subsection
3.01 of this Exhibit C;
iii. the amount of Net Proceeds remaining; and
iv. the amount of the Net Proceeds to which that Owner is entitled;
provided, however, that until such time as there are Net Proceeds available, the
Manager shall deliver to each Owner within sixty (60) days of the end of each
calendar quarter commencing with the first calendar quarter following the
commencement of commercial operations, a
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statement indicating the Gross Receipts during the calendar quarter less the
deductions therefrom made in the order itemized in subsection 3.01 of this
Exhibit C.
1.03 Nothing contained in the Agreement or this Exhibit C shall be construed as:
(a) imposing on a Participant any obligation with respect to the payments
of amounts due hereunder to an Owner from any other Participant; or
(b) conferring on any Owner any right to or interest in any Property or
Assets except the right to receive payments pursuant to the Net
Proceeds Interest Royalty from each Participant to the Agreement as
and when due.
2 Definitions. Capitalized terms used but not defined herein shall have the
meanings given thereto in the Agreement.
2.01 "Costs" means, all items of outlay and expense whatsoever, direct or
indirect, with respect to Operations including loans made by one Participant for
the benefit of another Participant, recorded by the Manager in accordance with
the Agreement; without limiting generality, the following categories of Costs
shall have the following meanings:
(a) "Construction Costs" means those Costs recorded by the Manager during
the period of Development, including, without limiting generality, the
Manager's fee contemplated in Section 2.12 of Exhibit B;
(b) "Distribution Costs" means all costs of:
i. transporting ore or concentrates from a mine or a concentrating
plant to a smelter, refinery or other place of delivery
designated by the purchase and, in the case of concentrates
tolled, of transporting the metal from a smelter to the place of
delivery designated by the purchaser;
ii. handling,, warehousing and insuring the concentrates and metal;
and
-2-
iii. in the case of concentrates tolled, of smelting and refining,
including any penalties thereon or in connection therewith.
(c) "Exploration Costs" means those Costs, including Exploration
Expenditures, pertaining to all activities directed toward
ascertaining the existence, location, quantity, quality or commercial
value of deposits of Products, and specifically includes the
preparation of a Feasibility Study.
(d) "Interest Costs" means interest computed quarterly and not in advance
calculated as follows:
i. If financing for Development of the Property has been obtained
from a third party lender, at the interest rates provided for
therein.
ii. If such third party financing is not in effect, as follows:
(1) the average of the opening and closing monthly outstanding
balances for each month during the quarter of the net unrecovered
amounts of all costs in the classes enumerated paragraphs 2.01
(a), (b), (c), (d), (e) (f) and (g) of this Exhibit C;
multiplied by:
(2) Prime Rate plus two percent;
multiplied by:
(3) the number of days in the quarter;
divided by:
(4) the number of days in the year;
(e) "Marketing Costs" means such reasonable charge actually incurred for
marketing of ores and concentrates sold or of concentrates tolled as
is consistent with generally accepted industry marketing practices;
and
(f) "Operating Costs" means those Costs recorded by the Manager subsequent
to the commencement of commercial production, including, without
limiting
-3-
generality, the Manager's fee contemplated in Section 2.12 of Exhibit
B and additional costs of capital; and
(g) "Taxes and Royalties" means all taxes (other than income taxes),
royalties or other charges or imposts provided for pursuant to any law
or legal obligation imposed by any government if paid by the
Participant and any other royalties payable to third parties.
2.02 Wherever used in this Exhibit C, "Gross Receipts" means the aggregate of
all receipts, recoveries or amounts received by or credited to a Participant in
connection with its participation under the Agreement including, without
limiting the generality of the foregoing:
(a) the receipts from the sale of that Participant's proportionate share
of the ores, concentrates or other materials derived from Products
produced from the Property;
(b) all proceeds received from the sale of the Property or Assets
subsequent to the effective date of the Agreement;
(c) all insurance recoveries (including amounts received to settle claims)
in respect of loss of, or damage to any portion of the Property or
Assets subsequent to the effective date of the Agreement;
(d) all amounts received as compensation for the expropriation or forcible
taking of any portion of the Property or Assets subsequent to the
effective date of the Agreement;
(e) the fair market value, at the Property, of those Assets, if any,
purchased for the Joint Account, that are transferred from the
Property for use by a Participant elsewhere subsequent to the
effective date of the Agreement; and
(f) the amount of any negative balance remaining after the reallocation of
negative balances pursuant to subsection 3.03 of this Exhibit C;
-4-
to the extent that those receipts, recoveries or amounts have not been applied
by the Participant as a recovery of any of the classes of Costs itemized in
subsection 3.01 of this Exhibit C.
3 Net Proceeds Calculation.
3.01 "Net Proceeds" means the Gross Receipts minus deductions therefrom of the
then net unrecovered amounts of the following classes of Costs made in the
following itemized order:
(a) Marketing Costs;
(b) Distribution Costs;
(c) Operating Costs;
(d) Taxes and Royalties;
(e) Interest Costs;
(f) Construction Costs; and
(g) Exploration Costs;
it being understood that the deductions in respect of the Costs referred to in
paragraphs 3.01 (a), (b), (d) and (e) of this Exhibit C shall be based on those
Costs as recorded by that Participant and the deductions in respect of the Costs
referred to in paragraphs 3.01 (c), (f) and (g) of this Exhibit C shall be based
on that Participant's proportionate share of those Costs as recorded by the
Manager.
3.02 For greater certainty in calculating Net Proceeds at any time, each of the
classes of Costs shall constitute a separate pool from which all Costs deducted
on any previous quarterly calculation shall be removed and to which, in the case
of all classes of Costs, Costs of those classes recorded since the commencement
of commercial production (in the case of the first
-5-
quarterly calculation) or since the date of the last quarterly calculation (in
the case of any calculation subsequent to the first quarterly calculation) shall
be added.
3.03 If the application of credits to a pool of Costs results in a negative
balance in that pool of Costs, the amount of any negative balance from a Cost
pool shall be applied to reduce the balance then remaining in pools itemized in
subsection 3.01 of this Exhibit C in the order itemized.
4 Adjustments and Verification.
4.01 Payment of any Net Proceeds of Production Royalty by a Participant in the
Agreement shall not prejudice the right of that Participant to protest the
correctness of the statement supporting the payment; provided, however, that all
statements presented to the Owner by that Participant for any quarter shall
conclusively be presumed to be true and correct upon the expiration of twelve
(12) months following the end of the quarter to which the statement relates,
unless within that twelve (12) month period that Participant gives notice to the
Owner making claim on the Owner for an adjustment to the statement which will be
reflected in subsequent payment of the Net Proceeds of Production Royalty.
4.02 The Participant shall not adjust any statement in favor of itself after the
expiration of twelve (12) months following the end of the quarter to which the
statement relates.
4.03 The Owner shall be entitled upon notice to any Participant to have an
auditor selected by the Owner review all appropriate records and perform an
audit and provide the Owner with an opinion that any statement delivered
pursuant to subsection 1.01 of this Exhibit C in respect of any quarterly period
falling within the twelve (12) month period immediately preceding the date of
the Owner notice has been prepared in accordance with this Agreement.
4.04 The time for giving the audit opinion contemplated in subsection 4.03 of
this Exhibit C shall not extend the time for the taking of exception to and
making claim on the Owner for adjustment as provided in subsection 4.01 of this
Exhibit C.
4.05 The cost of the auditor's opinion referred to in subsection 4.03 of this
Exhibit C shall be solely for the account of the Owner requesting the auditor's
opinion unless the auditors
-6-
opinion confirms that the Owner received less than ninety-seven percent (97%) of
the Net Proceeds of Production Royalty due to it during the year in question, in
which event the Participant shall reimburse the Owner for the reasonable costs
of the audit.
-7-
EXHIBIT "D"
Attached to and made part of that certain Joint Venture Agreement
dated June 13, 1997, by and between
Idaho Consolidated Metals Corporation and
Cyprus Gold Exploration Corporation
INSURANCE
The Manager shall, at all times while conducting Operations, comply fully
with the applicable worker's compensation laws and purchase, or with the
unanimous consent of the Management Committee provide through self-insurance,
protection for the Participants comparable to that provided under standard form
insurance policies for (i) comprehensive public liability and property damage
with combined limits of Two Million Dollars for bodily injury and property
damage; (ii) automobile insurance with combined limits of Two Million Dollars;
and (iii) adequate and reasonable insurance against risk of fire and other risks
ordinarily insured against in similar operations. If the Manager elects to
self-insure, it shall charge to the Joint Account an amount equal to the premium
it would have paid had it secured and maintained a policy or policies of
insurance on a competitive bid basis in the amount of such coverage. Each
Participant may self-insure or purchase for its own account such additional
insurance as it deems necessary.
-1-
MEMORANDUM OF
JOINT VENTURE AGREEMENT
THIS MEMORANDUM OF JOINT VENTURE AGREEMENT (the "Memorandum") is made
and entered into and made effective as of this 4th day of December, 1997 (the
"Effective Date"), by and between IDAHO CONSOLIDATED METALS CORPORATION, a
British Columbia corporation, with an address of X.X. Xxx 0000, Xxxxxxxx, Xxxxx
("ICMC"), and CYPRUS GOLD EXPLORATION CORPORATION, a Delaware corporation, with
an address of 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("Cyprus").
RECITALS
A. ICMC and Cyprus entered into a Joint Venture Agreement made effective
May 20, 1996, as amended by that certain First Amendment to Joint Venture
Agreement made effective October 7, 1997 (collectively, the "Joint Venture
Agreement), pursuant to which the parties jointly shall conduct exploration work
and evaluate possible mine development, construction and operations on
properties and interests located within the Area of interest, as defined
therein.
B. The parties desire to confirm their rights and obligations under, and to
place of record a notice of, the Joint Venture Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby confessed and acknowledged, and in consideration
of the mutual promises and covenants herein contained, the parties hereto have
agreed and do hereby agree as follows:
1. Defined Terms. The defined terms used in this Memorandum shall have the
meaning given them in the Joint Venture Agreement.
2. Term. The Joint Venture Agreement shall continue in effect until
terminated as expressly provided therein.
3. Initial Contributions; Initial Participating Interests. Subject to the
provisions of the Joint Venture Agreement: (a) ICMC contributed to the purposes
of the Joint Venture Agreement, as its Initial Contribution, the Assets
described in Exhibit A attached thereto; and (b) Cyprus contributed to the
purposes of the Joint Venture Agreement, as its Initial Contribution, the Assets
described in Exhibit A attached thereto and its commitment to fund Operations in
the amount and within the time specified in the Joint Venture Agreement. As
evidenced by that certain Deed and Assignment dated Xxxxxxx 0, 0000, Xxxxxx
completed the performance of all of its obligations required under the Joint
Venture Agreement to earn its initial Participating Interest in the Property;
and by virtue of such Deed and Assignment, ICMC and Cyprus have remised,
released, assigned, sold and conveyed all of their right, title and interest in
and to the Property
1
unto themselves and their successors and assigns as tenants-in-common as their
interests may appear, to hold the entire undivided interest thereto, subject to
the Joint Venture Agreement. The Property so held is more particularly described
on Exhibit A attached to this Memorandum and by this reference incorporated
herein. As of the date of such Deed and Assignment, the Participating interests
of the Participants were: Cyprus - 50%; ICMC - 50%.
4. Additional Contributions. Subject to certain elections permitted by the
Joint Venture Agreement, Cyprus and ICMC shall be obligated to contribute funds
to adopted Programs and Budgets in proportion to their respective Participating
Interests.
5. Changes in Participating Interests. The Participating Interests shall be
eliminated or changed, in each case in accordance with the provisions of the
Joint Venture Agreement: (a) upon withdrawal or deemed withdrawal of a
Participant; (b) upon an election by either Participant to contribute less to an
adopted Program and Budget than the percentage reflected by its Participating
Interest, or to contribute nothing to such Program and Budget; (c) in the event
of default by either Participant in making its agreed-upon contribution to an
adopted Program and Budget, followed by an election by the other Participant to
invoke certain remedies provided for in the Joint Venture Agreement; (d) upon
Transfer by either Participant of less than all of its Participating Interest;
(e) upon acquisition by either Participant of less than all of the Participating
Interest of the other Participant; or (f) upon Cyprus' election to earn an
additional twenty percent (20%) Participating Interest in the Property.
Participating Interests which are subject to change shall be recalculated in
accordance with the dilution formula set forth in the Joint Venture Agreement. A
Participant whose Participating Interest is reduced through application of such
formula to ten percent (10%) or less shall be deemed to have withdrawn from the
Venture, and such Participant shall have the right to receive a royalty on
production in the amount of five percent (5%) of Net Proceeds, if any,
calculated in accordance with the Joint Venture Agreement. Any reduction or
elimination of a Participant's Participating Interest shall not relieve the
Participant of its share of any liability, whether such liability accrued before
or after such reduction, arising out of Operations conducted prior to such
reduction. Such Participant's share of such liability shall be equal to its
Participating Interest at the time such liability was incurred.
6. Management. Subject to the terms of the Joint Venture Agreement, after
Cyprus has contributed the full amount of its Initial Contribution and has
elected to participate in the Venture, the Participants shall establish a
Management Committee to determine overall policies, objectives, procedures,
methods and actions under this Agreement. The Management Committee shall consist
of one member appointed by ICMC and one member appointed by Cyprus. Each
Participant, acting through its appointed member shall have a vote equal to its
Participating Interest in the Property. Decisions of the Management Committee
shall be decided by Simple Majority of the Participating Interests. In the event
of a deadlock, the Manager shall hold the deciding vote. Cyprus shall be the
initial Manager of the Venture with overall management responsibility for
Operations.
7. Defaults and Remedies. The Joint Venture Agreement describes certain
events the occurrence of which shall constitute a default, and which if not
cured within the times and in
2
the manner specified shall entitle the non-defaulting Participant to the
remedies specified. By way of example, and without limitation, if a Participant
defaults in making a contribution or a cash call, or in repaying a loan or any
payment required under the Joint Venture Agreement, it will be difficult to
measure the damages resulting from such default. As to any such default not
cured by the defaulting Participant within thirty (30) days after receiving
notice thereof, as reasonable liquidated damages, the defaulting Participant
shall be deemed to have withdrawn from the Venture and to have automatically
relinquished its Participating Interest to the non-defaulting Participant;
provided, however, the defaulting Participant shall have the right to receive
only from five percent (5%) of Net Proceeds of Production Royalty, calculated in
accordance with the Joint Venture Agreement, and not from any other source, an
amount equal to the defaulting Participant's actual expenditures under the Joint
Venture Agreement.
8. Disposition of Production. Subject to the terms of the Joint Venture
Agreement, each Participant shall take in kind or separately dispose of its
share of all Products in accordance with its Participating Interest. Any extra
expenditure incurred in the taking in kind or separate disposition by any
Participant of its proportionate share of Products shall be borne by such
Participant.
9. Withdrawal and Termination. Subject to the terms of the Joint Venture
Agreement, a Participant may elect to withdraw as a Participant from the Joint
Venture Agreement by giving forty-five (45) days written notice to the other
Participant of the effective date of withdrawal. Upon such withdrawal, the Joint
Venture Agreement shall terminate, and the withdrawing Participant shall be
deemed to have transferred to the remaining Participant all of its Participating
Interest, including all of its Participating Interest in the Assets and in the
Joint Venture Agreement, without cost and free and clear of all royalties, liens
or other encumbrances arising by, through or under such withdrawing Participant.
Any withdrawal under the Joint Venture Agreement shall not relieve the
withdrawing Participant of its share of liabilities to third parties (whether
such liability accrues before or after such withdrawal) including environmental
liabilities arising out of Operations conducted prior to such withdrawal. For
purposes of this Section, the withdrawing Participant's share of such
liabilities shall be equal to its Participating Interest at the time such
liability was incurred. On termination of the Joint Venture Agreement by
termination, expiration or withdrawal of a Participant, the Participant shall
remain liable for continuing obligations thereunder until final settlement of
all accounts and for any liability, whether it accrues before or after
termination, if it arises out of Operations during the term of the Agreement.
10. Area of Interest. The Joint Venture Agreement describes an Area of
Interest surrounding the Property. Subject to the terms of the Joint Venture
Agreement, any Participant or non-Participant that has a production royalty as
provided for in the Joint Venture Agreement shall notify the other Participant
that it has staked or otherwise acquired any right or interest within the Area
of Interest. The party receiving notice shall elect, within thirty (30) days of
receipt of such notice, whether to require that such right or interest be
included in the Property for all purposes of the Joint Venture Agreement. If the
Participant receiving such notice shall elect to include such right or interest
in the Property, it shall reimburse the Acquiring Participant for that portion
of the acquisition cost equivalent to its Participating Interest. Furthermore,
any
3
property within the Area of Interest which was owned by ICMC or Cyprus on the
effective date of the Joint Venture Agreement, but not included in Exhibit A,
shall be considered Property subject to the Joint Venture Agreement.
11. Non-Compete Covenant. Subject to the terms of the Joint Venture
Agreement, neither a Participant that withdraws or is deemed to have withdrawn
from the Venture shall directly or indirectly acquire any interest in property
within the Area of Interest for two (2) years after the effective date of
withdrawal. A Participant who breaches this covenant shall offer to convey to
the other Participant, without cost, any such property or interest so acquired.
12. Transfer of Interest; Preemptive Right. The Transfer by one Participant
to any third party of an interest in its Participating Interest, including an
interest in the Joint Venture Agreement or the Assets, shall be made solely as
provided in the Joint Venture Agreement and shall be subject to a preemptive
right of the other Participant as and to the extent provided in the Joint
Venture Agreement.
13. Relationship of the Participants. Nothing contained in this Memorandum
or the Joint Venture Agreement shall be deemed to constitute either Participant
the partner of the other, or, except as otherwise expressly provided, to
constitute either Participant the agent or legal representative of the other, or
to create any fiduciary relationship between them. The Participants do not
intend to create, and the Joint Venture Agreement shall not be construed to
create, any mining, commercial or other partnership. Neither Participant shall
have any authority to act for or assume any obligation or responsibility on
behalf of the other Participant, except as otherwise expressly provided in the
Joint Venture Agreement The rights, duties, obligations and liabilities of the
Participants shall be several and not joint or collective. Each Participant
shall be responsible only for its obligations as set out in the Joint Venture
Agreement, and shall be liable only for its share of the costs and expenses as
provided in the Joint Venture Agreement, and it is the express intention of the
Participants that their ownership of Assets and the rights acquired thereunder
shall be as tenants in common.
14. Entire Agreement; Successors and Assigns. The Joint Venture Agreement,
together with the Exhibits which are attached thereto and incorporated therein,
contains the entire understanding of the Participants and supersedes all prior
agreements and understandings between the Participants relating to the subject
matter thereof. No modification of this Memorandum or the Joint Venture
Agreement shall be valid unless made in writing and duly executed by both
Participants. The Joint Venture Agreement shall be binding upon and inure to the
benefit of the respective successors and permitted assigns of the Participants.
15. Additional Terms. The Joint Venture Agreement contains additional
provisions pertaining to representations and warranties of the Participants;
indemnities; matters pertaining to meetings of the Management Committee and the
authority of the Manager to act on behalf of the Participants and the Venture;
the preparation, presentation and approval of Programs and Budgets; the
confidentiality of, and rights of the Participants in, various kinds of data and
information pertaining to the Venture; the surrender and reacquisition of all or
portions of the Property; the resolution of disputes between the Participants;
force majeure; and various other
4
provisions. Reference is made to the Joint Venture Agreement for such other
terms and conditions as govern the Joint Venture Agreement, which provisions,
terms and conditions are by this reference incorporated herein. Nothing in this
Memorandum shall limit or affect the rights and duties of the parties under the
Joint Venture Agreement. Information regarding the Joint Venture Agreement can
be obtained from ICMC or Cyprus at the addresses set forth above.
16. Conflicting Terms. In the event of any conflict or discrepancy between
the terms and conditions set forth in this Memorandum and the Joint Venture
Agreement, the terms and conditions of the Joint Venture Agreement shall
control.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Joint
Venture Agreement as of the date first above written.
IDAHO CONSOLIDATED METALS CYPRUS GOLD EXPLORATION CORPORATION
By: /s/ Del Xxxxxxx By /s/ X.X. Xxxxx
-------------------------------- ----------------------------------
Title: CEO Title: Vice President
ACKNOWLEDGMENT
STATE OF Idaho )
) ss.
COUNTY OF Nez Perce )
On the 1st day of December, 1997, personally appeared before me Del
Xxxxxxx, the Pres/CEO of Idaho Consolidated Metals Corporation, the corporation
that executed the foregoing instrument, who duly acknowledged to me that said
corporation executed the same.
/s/ Xxxxx X. Xxxx
----------------------------------
Notary Public
Residing at: Lewiston Id
My Commission Expires:9-21-02
5
STATE OF Colorado )
) ss.
COUNTY OF Arapahaoe )
On the 4th day of December, 1997, personally appeared before me X.X. Xxxxx,
the Vice President of Cyprus Gold Exploration Corporation, the corporation that
executed the foregoing instrument, who duly acknowledged to me that said
corporation executed the same.
/s/ Xxxxx X. Xxxxx
----------------------------------
Notary Public
Residing at: Englewood, CO
My Commission Expires: My Commission Expires April 3, 1999
6
EXHIBIT A
To
MEMORANDUM OF
JOINT VENTURE AGREEMENT
By And Between
IDAHO CONSOLIDATED METALS CORPORATION
And
CYPRUS GOLD EXPLORATION CORPORATION
The Petsite Joint Venture Property
The Following Patented and Unpatented Mining Claims Located in Idaho County,
State of Idaho:
7
EXHIBIT A
Patented Claims
Claim Name Patent No. Mineral Survey No.
---------- ---------- ------------------
Friday Fraction 41174 1834
Friday 41174 1834
Xxxxxx 39226 1833
Xxxxxx 0 00000 0000
Xxxxxx 4 41174 1834
Key West 272863 2335
Western Star No. 1 272863 2335
Western Star No. 2 272863 2335
Date 11/07/1997
Time: 10:07:39
Page 1 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 Xxxxx #00 000000 00 X00X X0X
XXX 000416 Xxxxx #00 000000 0 X00X X0X
XXX 000417 Xxxxx #00 000000 0 X00X X0X
XXX 000418 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 000420 Xxxxx #00 000000 0 X00X X0X
XXX 000421 Xxxxx #00 000000 0 X00X X0X
XXX 000422 Xxxxx #00 000000 0 X00X X0X
XXX 000423 Xxxxx #00 000000 0 X00X X0X
XXX 000424 Xxxxxx XxxXX #00 000000 00 X00X X0X
XXX 000425 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 000427 Xxxxxx Xxxxx 000000 00 X00X X0X
XXX 003996 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 003997 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 003998 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 003999 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004000 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004001 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004002 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004003 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004004 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004005 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004006 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004007 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004008 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 004009 Xxxxx #00 000000 00 X00X X0X
XXX 004010 Xxxxx #00 000000 00 X00X X0X
XXX 004011 Xxxxx #00 000000 00 X00X X0X
XXX 004012 Xxxxx #00 000000 00 X00X X0X
XXX 004013 Xxxxx #00 000000 00 X00X X0X
XXX 004015 Xxxxx #00 000000 00 X00X X0X
XXX 004016 Xxxxx #00 000000 00 X00X X0X
XXX 004017 Xxxxx #00 000000 00 X00X X0X
XXX 004018 Xxxxx #00 000000 0 X00X X0X
XXX 004019 Xxxxx #00 000000 0 X00X X0X
XXX 004022 Xxxxx #00 000000 0 X00X X0X
XXX 009325 Xxxxx #00 000000 0 X00X X0X
XXX 009326 Xxxxx #00 000000 0 X00X X0X
XXX 009327 Xxxxx #00 000000 0 X00X X0X
XXX 009330 Xxxxx #00 000000 0 X00X X0X
XXX 009331 Xxxxx #00 000000 00 X00X X0X
XXX 009332 Xxxxx #00 000000 00 X00X X0X
XXX 009333 Xxxxx #00 000000 00 X00X X0X
XXX 009334 Xxxxx #00 000000 00 X00X X0X
XXX 009335 Xxxxx #00 000000 00 X00X X0X
XXX 009336 Xxxxx #00 000000 00 X00X X0X
XXX 009337 Xxxxx #00 000000 00 X00X X0X
XXX 009338 Xxxxx #00 000000 00 X00X X0X
XXX 009339 Xxxxx #00 000000 00 X00X X0X
XXX 009340 Xxxxx #00 000000 00 X00X X0X
XXX 009341 Xxxxx #00 000000 00 X00X X0X
XXX 009342 Xxxxx #00 000000 00 X00X X0X
XXX 009343 Xxxxx #00 000000 00 X00X X0X
XXX 009344 Xxxxx #00 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 2 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 Xxxxx #00 000000 00 X00X X0X
XXX 009346 Xxxxx #00 000000 00 X00X X0X
XXX 009347 Xxxxx #00 000000 00 X00X X0X
XXX 009348 Xxxxx #00 000000 00 X00X X0X
XXX 009349 Xxxxx #00 000000 00 X00X X0X
XXX 009350 Xxxxx #00 000000 00 X00X X0X
XXX 009351 Xxxxx #00 000000 00 X00X X0X
XXX 009352 Xxxxx #000 000000 00 X00X X0X
XXX 009353 Xxxxx #000 000000 00 X00X X0X
XXX 009354 Xxxxx #000 000000 00 X00X X0X
XXX 009355 Xxxxx #000 000000 00 X00X X0X
XXX 009356 Xxxxx #000 000000 00 X00X X0X
XXX 009357 Xxxxx #000 000000 00 X00X X0X
XXX 009358 Xxxxx #000 000000 00 X00X X0X
XXX 009359 Xxxxx #000 000000 00 X00X X0X
XXX 009360 Xxxxx #000 000000 00 X00X X0X
XXX 011113 Xxxxxx Xxxxx #0 000000 00 X00X X0X
XXX 011114 Xxxxxx Xxxxx #0 000000 00 X00X X0X
XXX 011116 Xxxxxx Xxxxx #0 000000 00 X00X X0X
XXX 011117 Xxxxxx Xxxxx #0 000000 00 X00X X0X
XXX 011118 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011119 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011120 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011121 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011122 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011123 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011124 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011125 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011126 Xxxxxx Xxxxx #00X 000000 00 X00X X0X
XXX 011127 Xxxxxx Xxxxx #00X 000000 00 X00X X0X
XXX 011128 Xxxxxx Xxxxx #00X 000000 00 X00X X0X
XXX 011129 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011130 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011131 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011132 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011133 Xxxxxx Xxxxx #00 000000 00 X00X X0X
XXX 011134 Xxxxx #0 000000 00 X00X X0X
XXX 011135 Xxxxx #0 000000 00 X00X X0X
XXX 011136 Xxxxx #0 000000 00 X00X X0X
XXX 011137 Xxxxx #0 000000 00 X00X X0X
XXX 011138 Xxxxx #0 000000 00 X00X X0X
XXX 011139 Xxxxx #0 000000 00 X00X X0X
XXX 011140 Xxxxx #0 000000 00 X00X X0X
XXX 011142 Xxxxx #0 000000 00 X00X X0X
XXX 011143 Xxxxx #00 000000 00 X00X X0X
XXX 011145 Xxxxx #00 000000 00 X00X X0X
XXX 011146 Xxxxx #00 000000 00 X00X X0X
XXX 011148 Xxxxx #00 000000 00 X00X X0X
XXX 011149 Xxxxx #00 000000 00 X00X X0X
XXX 011151 Xxxxx #00 000000 00 X00X X0X
XXX 011152 Xxxxx #00 000000 00 X00X X0X
XXX 011154 Xxxxx #00 000000 00 X00X X0X
XXX 011155 Xxxxx #00 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 3 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #00 000000 00 X00X X0X
XXX 011157 XXXXX #00 000000 00 X00X X0X
XXX 011158 XXXXX #00 000000 00 X00X X0X
XXX 011159 XXXXX #00 000000 00 X00X X0X
XXX 011160 XXXXX #00 000000 00 X00X X0X
XXX 011161 XXXXX #00 000000 00 X00X X0X
XXX 011162 XXXXX #00 000000 00 X00X X0X
XXX 011163 XXXXX #00 000000 00 X00X X0X
XXX 011164 XXXXX #00 000000 0 X00X X0X
XXX 011165 XXXXX #00 000000 00 X00X X0X
XXX 011166 XXXXX #00 000000 00 X00X X0X
XXX 011167 XXXXX #00 000000 00 X00X X0X
XXX 011168 XXXXX #00 000000 0 X00X X0X
XXX 011169 XXXXX #00 000000 0 X00X X0X
XXX 011170 XXXXX #00 000000 0 X00X X0X
XXX 011171 XXXXX #00 000000 0 X00X X0X
XXX 011172 XXXXX #00 000000 00 X00X X0X
XXX 011173 XXXXX #00 000000 00 X00X X0X
XXX 011174 XXXXX #00 000000 00 X00X X0X
XXX 011175 XXXXX #00 000000 00 X00X X0X
XXX 011176 XXXXX #00 000000 00 X00X X0X
XXX 011177 XXXXX #00 000000 00 X00X X0X
XXX 011178 XXXXX #00 000000 0 X00X X0X
XXX 011179 XXXXX #00 000000 0 X00X X0X
XXX 011180 XXXXX #00 000000 00 X00X X0X
XXX 011659 XXXXX #00 000000 00 X00X X0X
XXX 013965 GOLDEN EAGLE #19X 279162 27 T28N R7E
IMC 029189 THIS IS IT PLACER 192179 27 T28N R7E
IMC 044037 XXXXX #000 000000 0 X00X X0X
XXX 044038 XXXXX #000 000000 0 X00X X0X
XXX 044039 XXXXX #000 000000 0 X00X X0X
XXX 044040 XXXXX #000 000000 0 X00X X0X
XXX 044041 XXXXX #000 000000 0 X00X X0X
XXX 044042 XXXXX #000 000000 0 X00X X0X
XXX 044043 XXXXX #000 000000 0 X00X X0X
XXX 044044 XXXXX #000 000000 0 X00X X0X
XXX 044045 XXXXX #000 000000 0 X00X X0X
XXX 044046 XXXXX #000 000000 0 X00X X0X
XXX 044047 XXXXX #000 000000 0 X00X X0X
XXX 044048 XXXXX #000X 000000 0 X00X X0X
XXX 044049 XXXXX #000 000000 0 X00X X0X
XXX 044050 XXXXX #000 000000 0 X00X X0X
XXX 044051 XXXXX #000 000000 0 X00X X0X
XXX 044052 XXXXX #000 000000 0 X00X X0X
XXX 044053 XXXXX #000 000000 0 X00X X0X
XXX 044954 XXXXX #000 000000 0 X00X X0X
XXX 044055 XXXXX #000 000000 0 X00X X0X
XXX 044056 XXXXX #000 000000 0 X00X X0X
XXX 044057 XXXXX #000 000000 0 X00X X0X
XXX 044058 XXXXX #000 000000 0 X00X X0X
XXX 044059 XXXXX #000 000000 0 X00X X0X
XXX 095654 XXXXX #000 000000 00 X00X X0X
XXX 095655 XXXXX #000 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 4 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #000 000000 00 X00X X0X
XXX 095658 XXXXX #000 000000 00 X00X X0X
XXX 095659 XXXXX #000 000000 00 X00X X0X
XXX 095660 XXXXX #000 000000 00 X00X X0X
XXX 095661 XXXXX #000 000000 00 X00X X0X
XXX 095662 XXXXX #000 000000 00 X00X X0X
XXX 095663 XXXXX #000 000000 00 X00X X0X
XXX 095664 XXXXX #000 000000 00 X00X X0X
XXX 095665 XXXXX #000 000000 00 X00X X0X
XXX 095666 XXXXX #000 000000 00 X00X X0X
XXX 095667 XXXXX #000 000000 00 X00X X0X
XXX 095668 XXXXX #000 000000 00 X00X X0X
XXX 095669 XXXXX #000 000000 00 X00X X0X
XXX 095670 XXXXX #000 000000 00 X00X X0X
XXX 095671 XXXXX #000 000000 00 X00X X0X
XXX 095672 XXXXX #000 000000 00 X00X X0X
XXX 095673 XXXXX #000 000000 00 X00X X0X
XXX 095674 XXXXX #000 000000 00 X00X X0X
XXX 095675 XXXXX #000 000000 00 X00X X0X
XXX 095676 XXXXX #000 000000 00 X00X X0X
XXX 095677 XXXXX #000 000000 00 X00X X0X
XXX 095678 XXXXX #000 000000 00 X00X X0X
XXX 095679 XXXXX #000 000000 00 X00X X0X
XXX 095680 XXXXX #000 000000 00 X00X X0X
XXX 101736 XXXXX #000 000000 00 X00X X0X
XXX 101740 XXXXX #000 000000 0 X00X X0X
XXX 101743 XXXXX #000 000000 0 X00X X0X
XXX 123246 LOST WHEELBARROW #1 336122 7 T27N R8E
IMC 123247 LOST WHEELBARROW #2 336123 7 T27N R8E
IMC 123248 LOST WHEELBARROW #3 336124 6 T27N R8E
IMC 175109 XXXXXXX #0 000000 00 X00X X0X
XXX 175110 XXXXXXX #0 000000 00 X00X X0X
XXX 175111 XXXXXXX #0 000000 00 X00X X0X
XXX 175112 XXXXXXX #0 000000 00 X00X X0X
XXX 175113 XXXXXXX #0 000000 00 X00X X0X
XXX 175114 XXXXXXX #0 000000 00 X00X X0X
XXX 175115 PETITE FRACTION 379478 00 X00X X0X
XXX 000000 XXXXXXX #1 379475 12 T27N R7E
IMC 175117 XXXX XXXX XXXXXX 000000 00 X00X X0X
XXX 175118 XXXXX XXXXXX 000000 00 X00X X0X
XXX 175119 XXXXXX XXXXX 000000 00 X00X X0X
XXX 175120 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175121 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175122 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175123 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175124 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 175125 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 175126 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 175127 XXXXX #00 000000 0 X00X X0X
XXX 175128 XXXXX #00 000000 0 X00X X0X
XXX 175129 XXXXX #00 000000 0 X00X X0X
XXX 175130 XXXXX #00 000000 0 X00X X0X
XXX 175131 XXXXX #00 000000 0 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 5 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 Eagle #4` 379503 2 T27N R7E
IMC 175133 Xxxxx #00 000000 0 X00X X0X
XXX 175134 eagle #54 379505 3 T27N R7E
IMC 175135 XXXXX #00 000000 00 X00X X0X
XXX 175136 XXXXX #00 000000 0 X00X X0X
XXX 175137 XXXXX #000 000000 0 X00X X0X
XXX 175152 THIS IS IT PLACER 379497 27 T28N R7E
IMC 177154 XX 0 000000 00 X00X X0X
XXX 177155 XX 0 000000 00 X00X X0X
XXX 177156 XX 0 000000 00 X00X X0X
XXX 177157 XX 0 000000 00 X00X X0X
XXX 177158 XX 0 000000 0 X00X X0X
XXX 177159 XX 0 000000 0 X00X X0X
XXX 177160 XX 0 000000 0 X00X X0X
XXX 177161 XX 0 000000 0 X00X X0X
XXX 177162 XX 0 000000 0 X00X X0X
XXX 177163 XX 00 000000 0 X00X X0X
XXX 177164 XX 00 000000 0 X00X X0X
XXX 177165 XX 00 000000 0 X00X X0X
XXX 177167 PT 14 384176 388287 7 X00X X0X
XXX 000000 XX 15 384177 388288 13 X00X X0X
XXX 000000 XX 16 384178 388289 13 X00X X0X
XXX 000000 XX 17 384179 388290 13 X00X X0X
XXX 000000 XX 18 384180 388291 13 X00X X0X
XXX 000000 XX 19 384181 13 T27N R7E
IMC 177173 XX 00 000000 00 X00X X0X
XXX 188184 XX 00 000000 00 X00X X0X
XXX 177175 XX 00 000000 00 X00X X0X
XXX 177176 XX 00 000000 00 X00X X0X
XXX 177177 XX 00 000000 00 X00X X0X
XXX 177178 XX 00 000000 00 X00X X0X
XXX 177179 XX 00 000000 00 X00X X0X
XXX 177180 XX 00 000000 00 X00X X0X
XXX 177181 XX 00 000000 00 X00X X0X
XXX 177182 XX 00 000000 00 X00X X0X
XXX 177183 XX 00 000000 00 X00X X0X
XXX 177184 XX 00 000000 00 X00X X0X
XXX 177185 XX 00 000000 00 X00X X0X
XXX 177186 XX 00 000000 00 X00X X0X
XXX 177187 XX 00 000000 00 X00X X0X
XXX 177188 XX 00 000000 00 X00X X0X
XXX 177189 XX 00 000000 00 X00X X0X
XXX 177190 XX 00 000000 00 X00X X0X
XXX 177191 XX 00 000000 00 X00X X0X
XXX 177192 XX 00 000000 00 X00X X0X
XXX 177193 XX 00 000000 00 X00X X0X
XXX 177194 XX 00 000000 00 X00X X0X
XXX 177195 XX 00 000000 00 X00X X0X
XXX 177196 XX 00 000000 00 X00X X0X
XXX 177197 XX 00 000000 00 X00X X0X
XXX 177198 XX 00 000000 00 X00X X0X
XXX 177199 XX 00 000000 00 X00X X0X
XXX 177200 PT 47 384209 18 T27N R8E
Date 11/07/1997
Time: 10:07:39
Page 6 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 48 384210 18 T27N R8E
IMC 177202 XX 00 000000 00 X00X X0X
XXX 177204 XX 00 000000 00 X00X X0X
XXX 177204 XX 00 000000 00 X00X X0X
XXX 177205 XX 00 000000 00 X00X X0X
XXX 177206 XX 00 000000 00 X00X X0X
XXX 177207 XX 00 000000 00 X00X X0X
XXX 177208 XX 00 000000 00 X00X X0X
XXX 177209 XX 00 000000 00 X00X X0X
XXX 177210 XX 00 000000 00 X00X X0X
XXX 177211 XX 00 000000 00 X00X X0X
XXX 177212 XX 00 000000 00 X00X X0X
XXX 177213 XX 00 000000 00 X00X X0X
XXX 177214 XX 00 000000 00 X00X X0X
XXX 177215 XX 00 000000 00 X00X X0X
XXX 177216 XX 00 000000 00 X00X X0X
XXX 177217 XX 00 000000 00 X00X X0X
XXX 177218 XX 00 000000 00 X00X X0X
XXX 177219 XX 00 000000 00 X00X X0X
XXX 177220 XX 00 000000 00 X00X X0X
XXX 177519 XX 00 000000 00 X00X X0X
XXX 177520 XX 00 000000 00 X00X X0X
XXX 177521 XX 00 000000 00 X00X X0X
XXX 177522 PT 71 385927 388292 11 X00X X0X
XXX 000000 XX 72 385928 388293 11 X00X X0X
XXX 000000 XX 73 385929 11 T27N R7E
IMC 177525 PT 74 385930 388294 12 X00X X0X
XXX 000000 XX 75 385931 11 T27N R7E
IMC 177527 PT 76 385932 388295 12 X00X X0X
XXX 000000 XX 77 385933 11 T27N R7E
IMC 177529 PT 78 385934 388296 12 X00X X0X
XXX 000000 XX 79 385935 11 T27N R7E
IMC 177531 PT 80 385936 388297 12 X00X X0X
XXX 000000 XX 81 385937 13 T27N R7E
IMC 177533 PT 82 385938 388298 13 X00X X0X
XXX 000000 XX 83 385939 13 T27N R7E
IMC 177535 PT 84 385940 388299 13 X00X X0X
XXX 000000 XX 85 385941 13 T27N R7E
IMC 177537 XX 00 000000 00 X00X X0X
XXX 177538 XX 00 000000 00 X00X X0X
XXX 177539 XX 00 000000 00 X00X X0X
XXX 177540 XX 00 000000 00 X00X X0X
XXX 177541 XX 00 000000 00 X00X X0X
XXX 177542 XX 00 000000 00 X00X X0X
XXX 177543 XX 00 000000 00 X00X X0X
XXX 177544 XX 00 000000 00 X00X X0X
XXX 177545 XX 00 000000 00 X00X X0X
XXX 177546 XX 00 000000 00 X00X X0X
XXX 177547 XX 00 000000 00 X00X X0X
XXX 177548 PT 97 385953 388300 13 X00X X0X
XXX 000000 XX 98 385954 13 T27N R7E
IMC 177550 XX 00 000000 00 X00X X0X
XXX 177551 PT 100 385956 13 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 7 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 101 389957 13 T27N R7E
IMC 177553 PT 102 385958 13 T27N R7E
IMC 177554 PT 103 385959 13 T27N R7E
IMC 177555 PT 104 385960 2 T27N R7E
IMC 177556 PT 105 385961 2 T27N R7E
IMC 177557 PT 106 385962 2 T27N R7E
IMC 177558 PT 107 385963 2 T27N R7E
IMC 177559 PT 108 385964 2 T27N R7E
IMC 177560 PT 109 385965 12 T27N R7E
IMC 177561 PT 110 385966 1 T27N R7E
IMC 177562 PT 111 385967 1 T27N R7E
IMC 178013 BOX OF RAIN 1 388912 1 T27N R7E
IMC 178014 BOX OF RAIN 2 388913 0 X00X X0X
0 X00X X0X
XXX 178015 BOX OF RAIN 3 388914 00 X00X X0X
0 X00X X0X
0 X00X X0X
XXX 178016 BOX OF RAIN 4 388915 00 X00X X0X
00 X00X X0X
XXX 178017 BOX OF RAIN 5 388916 00 X00X X0X
00 X00X X0X
XXX 178018 BOX OF RAIN 6 388917 00 X00X X0X
00 X00X X0X
XXX 178019 BOX OF RAIN 7 388918 00 X00X X0X
00 X00X X0X
XXX 178020 BOX OF RAIN 8 388919 00 X00X X0X
00 X00X X0X
XXX 178021 BOX OF RAIN 388920 00 X00X X0X
00 X00X X0X
XXX 178022 BOX OF RAIN 10 388921 00 X00X X0X
00 X00X X0X
XXX 178023 BOX OF RAIN 11 388922 35 T28N R7E
IMC 178024 BOX OF RAIN 12 388923 35 T28N R7E
IMC 178025 BOX OF RAIN 13 388924 35 T28N R7E
IMC 178026 BOX OF RAIN 14 388925 35 T28N R7E
IMC 178027 BOX OF RAIN 15 388926 35 T28N R7E
IMC 178028 BOX OF RAIN 16 388927 35 T28N R7E
IMC 178029 BOX OF RAIN 17 388928 35 T28N R7E
IMC 178030 BOX OF RAIN 18 388929 00 X00X X0X
0 X00X X0X
XXX 178031 BOX OF RAIN 19 388930 2 T27N R7E
IMC 178032 BOX OF RAIN 20 388931 2 T27N R7E
IMC 178033 BOX OF RAIN 21 388932 00 X00X X0X
0 X00X X0X
XXX 178034 BOX OF RAIN 22 388933 35 T28N R7E
IMC 178035 BOX OF RAIN 23 388934 35 T28N R7E
IMC 178036 BOX OF RAIN 24 388935 35 T28N R7E
IMC 178037 BOX OF RAIN 25 388936 35 T28N R7E
IMC 178038 BOX OF RAIN 26 388937 35 T28N R7E
IMC 178039 BOX OF RAIN 27 388938 35 T28N R7E
IMC 178040 BOX OF RAIN 28 388939 00 X00X X0X
0 X00X X0X
XXX 178041 BOX OF RAIN 29 388940 2 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 8 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 112 388874 12 T27N R7E
IMC 178043 PT 113 388875 12 T27N R7E
IMC 178044 PT 114 388876 12 T27N R7E
IMC 178045 PT 115 388877 12 T27N R7E
IMC 178046 PT 116 388878 12 T27N R7E
IMC 178047 PT 117 388879 12 T27N R7E
IMC 178048 PT 118 388880 12 T27N R7E
IMC 178049 PT 119 388881 12 T27N R7E
IMC 178050 PT 120 388882 12 T27N R7E
IMC 178051 PT 121 388883 12 T27N R7E
IMC 178052 PT 122 388884 12 T27N R7E
IMC 178053 PT 123 388885 00 X00X X0X
00 X00X X0X
XXX 178054 PT 124 388886 13 T27N R7E
IMC 178055 PT 125 388887 12 T27N R7E
IMC 178056 PT 126 388888 00 X00X X0X
0 X00X X0X
XXX 178057 PT 127 388889 12 T27N R7E
IMC 178058 PT 128 388890 00 X00X X0X
0 X00X X0X
XXX 178059 PT 129 388891 12 T27N R7E
IMC 178060 PT 130 388892 00 X00X X0X
0 X00X X0X
XXX 178061 PT 131 388893 12 T27N R7E
IMC 178062 PT 132 388894 00 X00X X0X
0 X00X X0X
XXX 178063 PT 133 388895 12 T27N R7E
IMC 178064 PT 134 388896 00 X00X X0X
0 X00X X0X
XXX 178065 PT 135 388897 12 T27N R7E
IMC 178066 PT 136 388898 00 X00X X0X
0 X00X X0X
XXX 178067 PT 137 388899 12 T27N R7E
IMC 178068 PT 138 388900 00 X00X X0X
00 X00X X0X
XXX 178069 PT 139 388901 13 T27N R7E
IMC 178070 PT 140 388902 7 T27N R8E
IMC 178071 PT 141 388903 7 T27N R8E
IMC 178072 PT 142 388904 7 T27N R8E
IMC 178073 PT 143 388905 7 T27N R8E
IMC 178074 PT 144 388906 7 T27N R8E
IMC 178075 PT 145 388907 7 T27N R8E
IMC 178076 PT 146 388908 7 T27N R8E
IMC 178077 PT 147 388909 7 T27N R8E
IMC 178078 PT 148 388910 18 T27N R8E
IMC 178079 PT 149 388911 1 T27N R7E
IMC 179302 PT 150 393865 24 T27N R7E
IMC 179303 PT 151 393866 24 T27N R7E
IMC 179304 PT 152 393867 24 T27N R7E
IMC 179305 PT 153 393868 24 T27N R7E
IMC 179306 PT 154 393869 24 T27N R7E
IMC 179307 PT 155 393870 24 T27N R7E
IMC 179308 PT 156 393871 24 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 9 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 157 393872 24 T27N R7E
IMC 179310 PT 158 393873 24 T27N R7E
IMC 179311 PT 159 383874 00 X00X X0X
00 X00X X0X
XXX 179312 PT 160 393875 00 X00X X0X
00 X00X X0X
XXX 179313 PT 161 393876 25 T27N R7E
IMC 179314 PT 162 383977 25 T27N R7E
IMC 170315 PT 163 393878 25 T27N R7E
IMC 179316 PT 164 393879 25 T27N R7E
IMC 179317 PT 165 393880 00 X00X X0X
00 X00X X0X
XXX 179318 PT 166 393881 00 X00X X0X
00 X00X X0X
XXX 179319 PT 167 393882 19 T27N R8E
IMC 179320 PT 168 393883 00 X00X X0X
00 X00X X0X
XXX 179321 PT 169 393884 19 T27N R8E
IMC 179322 PT 170 393885 30 T27N R8E
00 X00X X0X
00 X00X X0X
00 X00X X0X
XXX 179323 PT 171 393886 00 X00X X0X
00 X00X X0X
XXX 179324 PT 172 393887 00 X00X X0X
00 X00X X0X
XXX 179325 PT 173 393888 00 X00X X0X
00 X00X X0X
XXX 179326 PT 174 393889 24 T27N R7E
IMC 179327 XXXXX 393890 0 X00X X0X
XXX 000000 XXX 000000 0 X00X X0X
XXX 179329 SHEMP 393892 1 X00X X0X
XXX 000000 CURLY 393893 1 X00X X0X
XXX 000000 XX 175 393989 24 T27N R7E
IMC 179972 BOX OF RAIN 30 396344 1 T27N R7E
IMC 179973 BOX OF RAIN 31 396345 36 T28N R7E
IMC 179974 BOX OF RAIN 32 395346 0 X00X X0X
0 X00X X0X
XXX 179975 BOX OF RAIN 33 396347 2 T27N R7E
IMC 179976 BOX OF RAIN 34 396348 2 T27N R7E
IMC 179977 BOX OF RAIN 35 396349 35 T28N R7E
IMC 179978 BOX OF RAIN 36 396350 35 T28N R7E
IMC 179979 BOX OF RAIN 37 396351 00 X00X X0X
00 X00X X0X
XXX 179980 BOX OF RAIN 38 396352 35 T28N R7E
IMC 179981 BOX OF RAIN 39 396353 00 X00X X0X
00 X00X X0X
XXX 179982 PT 176 396255 1 T27N R7E
IMC 179983 PT 177 396256 1 T27N R7E
IMC 179984 PT 178 396257 1 T27N R7E
IMC 179985 PT 179 396258 1 T27N R7E
IMC 179986 PT 180 396259 1 T27N R7E
IMC 179987 PT 181 396260 1 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 10 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 182 396261 1 T27N R7E
IMC 179989 PT 183 396262 1 T27N R7E
IMC 179990 PT 184 396263 1 T27N R7E
IMC 179991 PT 185 396264 1 T27N R7E
IMC 179992 PT 186 396265 1 T27N R7E
IMC 179993 PT 187 396266 00 X00X X0X
0 X00X X0X
XXX 179994 PT 188 396267 36 T28N R7E
IMC 179995 PT 189 396268 36 T28N R7E
IMC 179996 PT 190 396269 36 T28N R7E
IMC 179997 PT 191 396270 36 T28N R7E
IMC 179998 PT 192 396271 36 T28N R7E
IMC 179999 PT 193 396272 36 T28N R7E
IMC 180000 PT 194 396273 36 T28N R7E
IMC 180001 PT 195 396274 36 T28N R7E
IMC 180002 PT 196 396275 36 T28N R7E
IMC 180003 PT 197 396276 36 T28N R7E
IMC 180004 PT 198 396277 36 T28N R7E
IMC 180005 PT 199 396278 36 T28N R7E
IMC 180006 PT 200 396279 36 T28N R7E
IMC 180007 PT 201 396280 36 T28N R7E
IMC 180008 PT 202 396281 36 T28N R7E
IMC 180009 PT 203 396282 36 T28N R7E
IMC 180010 PT 204 396283 36 T28N R7E
IMC 180011 PT 205 396284 36 T28N R7E
IMC 180012 PT 206 396285 36 T28N R7E
Total Number of Claims: 467
FIRST AMENDMENT TO
JOINT VENTURE AGREEMENT
THIS FIRST AMENDMENT TO JOINT VENTURE AGREEMENT is made effective as of
October 7, 1997, between IDAHO CONSOLIDATED METALS CORPORATION, a British
Columbia corporation, with an address of X.X. Xxx 0000, Xxxxxxxx, Xxxxx, 0000
(hereinafter referred to "ICMC"), and CYPRUS GOLD EXPLORATION CORPORATION, a
Delaware corporation, with offices at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 (hereinafter referred to as "Cyprus").
RECITALS
A. ICMC and Cyprus entered into that certain Joint Venture Agreement
effective May 20, 1996 (the "Petsite Joint Venture Agreement"), pursuant to
which, among other things, ICMC and Cyprus each contributed to the joint venture
established therein certain patented and unpatented mining claims and agreements
and other interests in respect thereof, which mining claims, agreements and
interests are defined in the Petsite Joint Venture Agreement as the "Property."
B. Since the effective date of the Petsite Joint Venture Agreement, each
party has acquired or located certain additional patented and unpatented mining
claims and agreements and other interests in respect thereof, which the parties
have agreed to include within the definition of "Property" for all purposes
under the Petsite Joint Venture Agreement.
C. ICMC and Cyprus desire to amend the Petsite Joint Venture Agreement to
conform the definition of "Property" therein to the mining claims, agreements
and interests actually held by the parties subject to the Petsite Joint Venture
Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Defined Terms. All defined terms used in this First Amendment shall have the
meaning given to them in the Petsite Joint Venture Agreement.
2. "Property" Defined. Exhibits A-1 and A-2 to the Petsite Joint Venture
Agreement are deleted in their entirety, and in their place are inserted the new
Exhibit A attached to this First Amendment and by this reference incorporated
herein. Exhibit A describes the patented and unpatented mining claims and the
agreements and other interests in respect thereof which ICMC and Cyprus hold as
tenants in common, subject to the Petsite Joint Venture Agreement.
3. Acknowledgment. ICMC and Cyprus each acknowledge their acquisition of an
interest in those certain unpatented mining claims known as the CNTL #1 through
#9 and
1
the CNTL #20 (Idaho BLM Nos. 100371 through 100379, inclusive, and No. 100390)
by virtue of that certain Amendment to Friday Option Agreement dated September
5, 1997 by and between ICMC, Cyprus, Arctic Fox Ltd., and Idaho Gold
Corporation, and by virtue of that certain First Amendment to Orogrande/Deadwood
Option Agreement dated September 5, 1997 by and between the same parties. ICMC
and Cyprus further acknowledge that the CNTL claims fall within the Area of
Interest described in the Petsite Joint Venture Agreement, but that ICMC and
Cyprus have agreed to hold these claims subject to that certain Joint Venture
Agreement between them dated June 13, 1997, in respect of the Orogrande and
Deadwood Properties. ICMC and Cyprus agree that their mutual agreement to
exclude the CNTL claims from the definition of "Property" in the Petsite Joint
Venture Agreement shall not be deemed or construed to constitute any waiver,
default or failure of performance under the Petsite Joint Venture Agreement.
4. Ratification. Except as specifically amended herein, the Petsite Joint
Venture Agreement remains in full force and effect. ICMC and Cyprus confirm that
as of the effective date of this First Amendment, all of the obligations of ICMC
and Cyprus under the Petsite Joint Venture Agreement have been fully performed
and that neither ICMC nor Cyprus are in default thereof.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Joint Venture Agreement on the day and year first above written.
IDAHO CONSOLIDATED METALS CORPORATION CYPRUS GOLD EXPLORATION CORPORATION
By: /s/ Del Xxxxxxx By: /s/ X.X. Xxxxx
--------------------------------- --------------------------
Title: Pres./CEO Title: Vice President
--------------------------------- --------------------------
2
EXHIBIT A
to
FIRST AMENDMENT TO
JOINT VENTURE AGREEMENT
between
IDAHO CONSOLIDATED METALS CORPORATION
and
CYPRUS GOLD EXPLORATION CORPORATION
The Petsite Joint Venture Property
The Following Patented and Unpatented Mining Claims Located in Idaho
County, State of Idaho:
EXHIBIT A
Patented Claims
Claim Name Patent No. Mineral Survey No.
---------- ---------- ------------------
Friday Fraction 41174 1834
Friday 41174 1834
Xxxxxx 39226 1833
Xxxxxx 0 00000 0000
Xxxxxx 4 41174 1834
Key West 272863 2335
Western Star No. 1 272863 2335
Western Star No. 2 272863 2335
Date 11/07/1997
Time: 10:07:39
Page 1 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #00 000000 00 X00X X0X
XXX 000416 XXXXX #00 000000 0 X00X X0X
XXX 000417 XXXXX #00 000000 0 X00X X0X
XXX 000418 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 000420 XXXXX #00 000000 0 X00X X0X
XXX 000421 XXXXX #00 000000 0 X00X X0X
XXX 000422 XXXXX #00 000000 0 X00X X0X
XXX 000423 XXXXX #00 000000 0 X00X X0X
XXX 000424 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 000425 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 000427 XXXXXX XXXXX 000000 00 X00X X0X
XXX 003996 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 003997 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 003998 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 003999 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004000 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004001 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004002 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004003 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004004 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004005 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004006 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004007 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004008 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004009 XXXXX #00 000000 00 X00X X0X
XXX 004010 XXXXX #00 000000 00 X00X X0X
XXX 004011 XXXXX #00 000000 00 X00X X0X
XXX 004012 XXXXX #00 000000 00 X00X X0X
XXX 004013 XXXXX #00 000000 00 X00X X0X
XXX 004015 XXXXX #00 000000 00 X00X X0X
XXX 004016 XXXXX #00 000000 00 X00X X0X
XXX 004017 XXXXX #00 000000 00 X00X X0X
XXX 004018 XXXXX #00 000000 0 X00X X0X
XXX 004019 XXXXX #00 000000 0 X00X X0X
XXX 004022 XXXXX #00 000000 0 X00X X0X
XXX 009325 XXXXX #00 000000 0 X00X X0X
XXX 009326 XXXXX #00 000000 0 X00X X0X
XXX 009327 XXXXX #00 000000 0 X00X X0X
XXX 009330 XXXXX #00 000000 0 X00X X0X
XXX 009331 XXXXX #00 000000 00 X00X X0X
XXX 009332 XXXXX #00 000000 00 X00X X0X
XXX 009333 XXXXX #00 000000 00 X00X X0X
XXX 009334 XXXXX #00 000000 00 X00X X0X
XXX 009335 XXXXX #00 000000 00 X00X X0X
XXX 009336 XXXXX #00 000000 00 X00X X0X
XXX 009337 XXXXX #00 000000 00 X00X X0X
XXX 009338 XXXXX #00 000000 00 X00X X0X
XXX 009339 XXXXX #00 000000 00 X00X X0X
XXX 009340 XXXXX #00 000000 00 X00X X0X
XXX 009341 XXXXX #00 000000 00 X00X X0X
XXX 009342 XXXXX #00 000000 00 X00X X0X
XXX 009343 XXXXX #00 000000 00 X00X X0X
XXX 009344 XXXXX #00 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 2 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #00 000000 00 X00X X0X
XXX 009346 XXXXX #00 000000 00 X00X X0X
XXX 009347 XXXXX #00 000000 00 X00X X0X
XXX 009348 XXXXX #00 000000 00 X00X X0X
XXX 009349 XXXXX #00 000000 00 X00X X0X
XXX 009350 XXXXX #00 000000 00 X00X X0X
XXX 009351 XXXXX #00 000000 00 X00X X0X
XXX 009352 XXXXX #000 000000 00 X00X X0X
XXX 009353 XXXXX #000 000000 00 X00X X0X
XXX 009354 XXXXX #000 000000 00 X00X X0X
XXX 009355 XXXXX #000 000000 00 X00X X0X
XXX 009356 XXXXX #000 000000 00 X00X X0X
XXX 009357 XXXXX #000 000000 00 X00X X0X
XXX 009358 XXXXX #000 000000 00 X00X X0X
XXX 009359 XXXXX #000 000000 00 X00X X0X
XXX 009360 XXXXX #000 000000 00 X00X X0X
XXX 011113 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 011114 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 011116 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 011117 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 011118 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011119 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011120 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011121 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011122 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011123 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011124 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011125 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011126 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 011127 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 011128 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 011129 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011130 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011131 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011132 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011133 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011134 XXXXX #0 000000 00 X00X X0X
XXX 011135 XXXXX #0 000000 00 X00X X0X
XXX 011136 XXXXX #0 000000 00 X00X X0X
XXX 011137 XXXXX #0 000000 00 X00X X0X
XXX 011138 XXXXX #0 000000 00 X00X X0X
XXX 011139 XXXXX #0 000000 00 X00X X0X
XXX 011140 XXXXX #0 000000 00 X00X X0X
XXX 011142 XXXXX #0 000000 00 X00X X0X
XXX 011143 XXXXX #00 000000 00 X00X X0X
XXX 011145 XXXXX #00 000000 00 X00X X0X
XXX 011146 XXXXX #00 000000 00 X00X X0X
XXX 011148 XXXXX #00 000000 00 X00X X0X
XXX 011149 XXXXX #00 000000 00 X00X X0X
XXX 011151 XXXXX #00 000000 00 X00X X0X
XXX 011152 XXXXX #00 000000 00 X00X X0X
XXX 011154 XXXXX #00 000000 00 X00X X0X
XXX 011155 XXXXX #00 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 3 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #00 000000 00 X00X X0X
XXX 011157 XXXXX #00 000000 00 X00X X0X
XXX 011158 XXXXX #00 000000 00 X00X X0X
XXX 011159 XXXXX #00 000000 00 X00X X0X
XXX 011160 XXXXX #00 000000 00 X00X X0X
XXX 011161 XXXXX #00 000000 00 X00X X0X
XXX 011162 XXXXX #00 000000 00 X00X X0X
XXX 011163 XXXXX #00 000000 00 X00X X0X
XXX 011164 XXXXX #00 000000 0 X00X X0X
XXX 011165 XXXXX #00 000000 00 X00X X0X
XXX 011166 XXXXX #00 000000 00 X00X X0X
XXX 011167 XXXXX #00 000000 00 X00X X0X
XXX 011168 XXXXX #00 000000 0 X00X X0X
XXX 011169 XXXXX #00 000000 0 X00X X0X
XXX 011170 XXXXX #00 000000 0 X00X X0X
XXX 011171 XXXXX #00 000000 0 X00X X0X
XXX 011172 XXXXX #00 000000 00 X00X X0X
XXX 011173 XXXXX #00 000000 00 X00X X0X
XXX 011174 XXXXX #00 000000 00 X00X X0X
XXX 011175 XXXXX #00 000000 00 X00X X0X
XXX 011176 XXXXX #00 000000 00 X00X X0X
XXX 011177 XXXXX #00 000000 00 X00X X0X
XXX 011178 XXXXX #00 000000 0 X00X X0X
XXX 011179 XXXXX #00 000000 0 X00X X0X
XXX 011180 XXXXX #00 000000 00 X00X X0X
XXX 011659 XXXXX #00 000000 00 X00X X0X
XXX 013965 GOLDEN EAGLE #19X 279162 27 T28N R7E
IMC 029189 THIS IS IT PLACER 192179 27 T28N R7E
IMC 044037 XXXXX #000 000000 0 X00X X0X
XXX 044038 XXXXX #000 000000 0 X00X X0X
XXX 044039 XXXXX #000 000000 0 X00X X0X
XXX 044040 XXXXX #000 000000 0 X00X X0X
XXX 044041 XXXXX #000 000000 0 X00X X0X
XXX 044042 XXXXX #000 000000 0 X00X X0X
XXX 044043 XXXXX #000 000000 0 X00X X0X
XXX 044044 XXXXX #000 000000 0 X00X X0X
XXX 044045 XXXXX #000 000000 0 X00X X0X
XXX 044046 XXXXX #000 000000 0 X00X X0X
XXX 044047 XXXXX #000 000000 0 X00X X0X
XXX 044048 XXXXX #000X 000000 0 X00X X0X
XXX 044049 XXXXX #000 000000 0 X00X X0X
XXX 044050 XXXXX #000 000000 0 X00X X0X
XXX 044051 XXXXX #000 000000 0 X00X X0X
XXX 044052 XXXXX #000 000000 0 X00X X0X
XXX 044053 XXXXX #000 000000 0 X00X X0X
XXX 044954 XXXXX #000 000000 0 X00X X0X
XXX 044055 XXXXX #000 000000 0 X00X X0X
XXX 044056 XXXXX #000 000000 0 X00X X0X
XXX 044057 XXXXX #000 000000 0 X00X X0X
XXX 044058 XXXXX #000 000000 0 X00X X0X
XXX 044059 XXXXX #000 000000 0 X00X X0X
XXX 095654 XXXXX #000 000000 00 X00X X0X
XXX 095655 XXXXX #000 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 4 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #000 000000 00 X00X X0X
XXX 095658 XXXXX #000 000000 00 X00X X0X
XXX 095659 XXXXX #000 000000 00 X00X X0X
XXX 095660 XXXXX #000 000000 00 X00X X0X
XXX 095661 XXXXX #000 000000 00 X00X X0X
XXX 095662 XXXXX #000 000000 00 X00X X0X
XXX 095663 XXXXX #000 000000 00 X00X X0X
XXX 095664 XXXXX #000 000000 00 X00X X0X
XXX 095665 XXXXX #000 000000 00 X00X X0X
XXX 095666 XXXXX #000 000000 00 X00X X0X
XXX 095667 XXXXX #000 000000 00 X00X X0X
XXX 095668 XXXXX #000 000000 00 X00X X0X
XXX 095669 XXXXX #000 000000 00 X00X X0X
XXX 095670 XXXXX #000 000000 00 X00X X0X
XXX 095671 XXXXX #000 000000 00 X00X X0X
XXX 095672 XXXXX #000 000000 00 X00X X0X
XXX 095673 XXXXX #000 000000 00 X00X X0X
XXX 095674 XXXXX #000 000000 00 X00X X0X
XXX 095675 XXXXX #000 000000 00 X00X X0X
XXX 095676 XXXXX #000 000000 00 X00X X0X
XXX 095677 XXXXX #000 000000 00 X00X X0X
XXX 095678 XXXXX #000 000000 00 X00X X0X
XXX 095679 XXXXX #000 000000 00 X00X X0X
XXX 095680 XXXXX #000 000000 00 X00X X0X
XXX 101736 XXXXX #000 000000 00 X00X X0X
XXX 101740 XXXXX #000 000000 0 X00X X0X
XXX 101743 XXXXX #000 000000 0 X00X X0X
XXX 123246 LOST WHEELBARROW #1 336122 7 T27N R8E
IMC 123247 LOST WHEELBARROW #2 336123 7 T27N R8E
IMC 123248 LOST WHEELBARROW #3 336124 6 T27N R8E
IMC 175109 XXXXXXX #0 000000 00 X00X X0X
XXX 175110 XXXXXXX #0 000000 00 X00X X0X
XXX 175111 XXXXXXX #0 000000 00 X00X X0X
XXX 175112 XXXXXXX #0 000000 00 X00X X0X
XXX 175113 XXXXXXX #0 000000 00 X00X X0X
XXX 175114 XXXXXXX #0 000000 00 X00X X0X
XXX 175115 PETITE FRACTION 379478 00 X00X X0X
XXX 000000 XXXXXXX #1 379475 12 T27N R7E
IMC 175117 XXXX XXXX XXXXXX 000000 00 X00X X0X
XXX 175118 XXXXX XXXXXX 000000 00 X00X X0X
XXX 175119 XXXXXX XXXXX 000000 00 X00X X0X
XXX 175120 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175121 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175122 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175123 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175124 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 175125 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 175126 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 175127 XXXXX #00 000000 0 X00X X0X
XXX 175128 XXXXX #00 000000 0 X00X X0X
XXX 175129 XXXXX #00 000000 0 X00X X0X
XXX 175130 XXXXX #00 000000 0 X00X X0X
XXX 175131 XXXXX #00 000000 0 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 5 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 EAGLE #4` 379503 2 T27N R7E
IMC 175133 XXXXX #00 000000 0 X00X X0X
XXX 175134 XXXXX #00 000000 0 X00X X0X
XXX 175135 XXXXX #00 000000 00 X00X X0X
XXX 175136 XXXXX #00 000000 0 X00X X0X
XXX 175137 XXXXX #000 000000 0 X00X X0X
XXX 175152 THIS IS IT PLACER 379497 27 T28N R7E
IMC 177154 XX 0 000000 00 X00X X0X
XXX 177155 XX 0 000000 00 X00X X0X
XXX 177156 XX 0 000000 00 X00X X0X
XXX 177157 XX 0 000000 00 X00X X0X
XXX 177158 XX 0 000000 0 X00X X0X
XXX 177159 XX 0 000000 0 X00X X0X
XXX 177160 XX 0 000000 0 X00X X0X
XXX 177161 XX 0 000000 0 X00X X0X
XXX 177162 XX 0 000000 0 X00X X0X
XXX 177163 XX 00 000000 0 X00X X0X
XXX 177164 XX 00 000000 0 X00X X0X
XXX 177165 XX 00 000000 0 X00X X0X
XXX 177167 PT 14 384176 388287 7 X00X X0X
XXX 000000 XX 15 384177 388288 13 X00X X0X
XXX 000000 XX 16 384178 388289 13 X00X X0X
XXX 000000 XX 17 384179 388290 13 X00X X0X
XXX 000000 XX 18 384180 388291 13 X00X X0X
XXX 000000 XX 19 384181 13 T27N R7E
IMC 177173 XX 00 000000 00 X00X X0X
XXX 188184 XX 00 000000 00 X00X X0X
XXX 177175 XX 00 000000 00 X00X X0X
XXX 177176 XX 00 000000 00 X00X X0X
XXX 177177 XX 00 000000 00 X00X X0X
XXX 177178 XX 00 000000 00 X00X X0X
XXX 177179 XX 00 000000 00 X00X X0X
XXX 177180 XX 00 000000 00 X00X X0X
XXX 177181 XX 00 000000 00 X00X X0X
XXX 177182 XX 00 000000 00 X00X X0X
XXX 177183 XX 00 000000 00 X00X X0X
XXX 177184 XX 00 000000 00 X00X X0X
XXX 177185 XX 00 000000 00 X00X X0X
XXX 177186 XX 00 000000 00 X00X X0X
XXX 177187 XX 00 000000 00 X00X X0X
XXX 177188 XX 00 000000 00 X00X X0X
XXX 177189 XX 00 000000 00 X00X X0X
XXX 177190 XX 00 000000 00 X00X X0X
XXX 177191 XX 00 000000 00 X00X X0X
XXX 177192 XX 00 000000 00 X00X X0X
XXX 177193 XX 00 000000 00 X00X X0X
XXX 177194 XX 00 000000 00 X00X X0X
XXX 177195 XX 00 000000 00 X00X X0X
XXX 177196 XX 00 000000 00 X00X X0X
XXX 177197 XX 00 000000 00 X00X X0X
XXX 177198 XX 00 000000 00 X00X X0X
XXX 177199 XX 00 000000 00 X00X X0X
XXX 177200 PT 47 384209 18 T27N R8E
Date 11/07/1997
Time: 10:07:39
Page 6 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 48 384210 18 T27N R8E
IMC 177202 XX 00 000000 00 X00X X0X
XXX 177204 XX 00 000000 00 X00X X0X
XXX 177204 XX 00 000000 00 X00X X0X
XXX 177205 XX 00 000000 00 X00X X0X
XXX 177206 XX 00 000000 00 X00X X0X
XXX 177207 XX 00 000000 00 X00X X0X
XXX 177208 XX 00 000000 00 X00X X0X
XXX 177209 XX 00 000000 00 X00X X0X
XXX 177210 XX 00 000000 00 X00X X0X
XXX 177211 XX 00 000000 00 X00X X0X
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XXX 177214 XX 00 000000 00 X00X X0X
XXX 177215 XX 00 000000 00 X00X X0X
XXX 177216 XX 00 000000 00 X00X X0X
XXX 177217 XX 00 000000 00 X00X X0X
XXX 177218 XX 00 000000 00 X00X X0X
XXX 177219 XX 00 000000 00 X00X X0X
XXX 177220 XX 00 000000 00 X00X X0X
XXX 177519 XX 00 000000 00 X00X X0X
XXX 177520 XX 00 000000 00 X00X X0X
XXX 177521 XX 00 000000 00 X00X X0X
XXX 177522 PT 71 385927 388292 11 X00X X0X
XXX 000000 XX 72 385928 388293 11 X00X X0X
XXX 000000 XX 73 385929 11 T27N R7E
IMC 177525 PT 74 385930 388294 12 X00X X0X
XXX 000000 XX 75 385931 11 T27N R7E
IMC 177527 PT 76 385932 388295 12 X00X X0X
XXX 000000 XX 77 385933 11 T27N R7E
IMC 177529 PT 78 385934 388296 12 X00X X0X
XXX 000000 XX 79 385935 11 T27N R7E
IMC 177531 PT 80 385936 388297 12 X00X X0X
XXX 000000 XX 81 385937 13 T27N R7E
IMC 177533 PT 82 385938 388298 13 X00X X0X
XXX 000000 XX 83 385939 13 T27N R7E
IMC 177535 PT 84 385940 388299 13 X00X X0X
XXX 000000 XX 85 385941 13 T27N R7E
IMC 177537 XX 00 000000 00 X00X X0X
XXX 177538 XX 00 000000 00 X00X X0X
XXX 177539 XX 00 000000 00 X00X X0X
XXX 177540 XX 00 000000 00 X00X X0X
XXX 177541 XX 00 000000 00 X00X X0X
XXX 177542 XX 00 000000 00 X00X X0X
XXX 177543 XX 00 000000 00 X00X X0X
XXX 177544 XX 00 000000 00 X00X X0X
XXX 177545 XX 00 000000 00 X00X X0X
XXX 177546 XX 00 000000 00 X00X X0X
XXX 177547 XX 00 000000 00 X00X X0X
XXX 177548 PT 97 385953 388300 13 X00X X0X
XXX 000000 XX 98 385954 13 T27N R7E
IMC 177550 XX 00 000000 00 X00X X0X
XXX 177551 PT 100 385956 13 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 7 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 101 389957 13 T27N R7E
IMC 177553 PT 102 385958 13 T27N R7E
IMC 177554 PT 103 385959 13 T27N R7E
IMC 177555 PT 104 385960 2 T27N R7E
IMC 177556 PT 105 385961 2 T27N R7E
IMC 177557 PT 106 385962 2 T27N R7E
IMC 177558 PT 107 385963 2 T27N R7E
IMC 177559 PT 108 385964 2 T27N R7E
IMC 177560 PT 109 385965 12 T27N R7E
IMC 177561 PT 110 385966 1 T27N R7E
IMC 177562 PT 111 385967 1 T27N R7E
IMC 178013 BOX OF RAIN 1 388912 1 T27N R7E
IMC 178014 BOX OF RAIN 2 388913 0 X00X X0X
0 X00X X0X
XXX 178015 BOX OF RAIN 3 388914 00 X00X X0X
0 X00X X0X
0 X00X X0X
XXX 178016 BOX OF RAIN 4 388915 00 X00X X0X
00 X00X X0X
XXX 178017 BOX OF RAIN 5 388916 00 X00X X0X
00 X00X X0X
XXX 178018 BOX OF RAIN 6 388917 00 X00X X0X
00 X00X X0X
XXX 178019 BOX OF RAIN 7 388918 00 X00X X0X
00 X00X X0X
XXX 178020 BOX OF RAIN 8 388919 00 X00X X0X
00 X00X X0X
XXX 178021 BOX OF RAIN 388920 00 X00X X0X
00 X00X X0X
XXX 178022 BOX OF RAIN 10 388921 00 X00X X0X
00 X00X X0X
XXX 178023 BOX OF RAIN 11 388922 35 T28N R7E
IMC 178024 BOX OF RAIN 12 388923 35 T28N R7E
IMC 178025 BOX OF RAIN 13 388924 35 T28N R7E
IMC 178026 BOX OF RAIN 14 388925 35 T28N R7E
IMC 178027 BOX OF RAIN 15 388926 35 T28N R7E
IMC 178028 BOX OF RAIN 16 388927 35 T28N R7E
IMC 178029 BOX OF RAIN 17 388928 35 T28N R7E
IMC 178030 BOX OF RAIN 18 388929 00 X00X X0X
0 X00X X0X
XXX 178031 BOX OF RAIN 19 388930 2 T27N R7E
IMC 178032 BOX OF RAIN 20 388931 2 T27N R7E
IMC 178033 BOX OF RAIN 21 388932 00 X00X X0X
0 X00X X0X
XXX 178034 BOX OF RAIN 22 388933 35 T28N R7E
IMC 178035 BOX OF RAIN 23 388934 35 T28N R7E
IMC 178036 BOX OF RAIN 24 388935 35 T28N R7E
IMC 178037 BOX OF RAIN 25 388936 35 T28N R7E
IMC 178038 BOX OF RAIN 26 388937 35 T28N R7E
IMC 178039 BOX OF RAIN 27 388938 35 T28N R7E
IMC 178040 BOX OF RAIN 28 388939 00 X00X X0X
0 X00X X0X
XXX 178041 BOX OF RAIN 29 388940 2 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 8 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 112 388874 12 T27N R7E
IMC 178043 PT 113 388875 12 T27N R7E
IMC 178044 PT 114 388876 12 T27N R7E
IMC 178045 PT 115 388877 12 T27N R7E
IMC 178046 PT 116 388878 12 T27N R7E
IMC 178047 PT 117 388879 12 T27N R7E
IMC 178048 PT 118 388880 12 T27N R7E
IMC 178049 PT 119 388881 12 T27N R7E
IMC 178050 PT 120 388882 12 T27N R7E
IMC 178051 PT 121 388883 12 T27N R7E
IMC 178052 PT 122 388884 12 T27N R7E
IMC 178053 PT 123 388885 00 X00X X0X
00 X00X X0X
XXX 178054 PT 124 388886 13 T27N R7E
IMC 178055 PT 125 388887 12 T27N R7E
IMC 178056 PT 126 388888 00 X00X X0X
0 X00X X0X
XXX 178057 PT 127 388889 12 T27N R7E
IMC 178058 PT 128 388890 00 X00X X0X
0 X00X X0X
XXX 178059 PT 129 388891 12 T27N R7E
IMC 178060 PT 130 388892 00 X00X X0X
0 X00X X0X
XXX 178061 PT 131 388893 12 T27N R7E
IMC 178062 PT 132 388894 00 X00X X0X
0 X00X X0X
XXX 178063 PT 133 388895 12 T27N R7E
IMC 178064 PT 134 388896 00 X00X X0X
0 X00X X0X
XXX 178065 PT 135 388897 12 T27N R7E
IMC 178066 PT 136 388898 00 X00X X0X
0 X00X X0X
XXX 178067 PT 137 388899 12 T27N R7E
IMC 178068 PT 138 388900 00 X00X X0X
00 X00X X0X
XXX 178069 PT 139 388901 13 T27N R7E
IMC 178070 PT 140 388902 7 T27N R8E
IMC 178071 PT 141 388903 7 T27N R8E
IMC 178072 PT 142 388904 7 T27N R8E
IMC 178073 PT 143 388905 7 T27N R8E
IMC 178074 PT 144 388906 7 T27N R8E
IMC 178075 PT 145 388907 7 T27N R8E
IMC 178076 PT 146 388908 7 T27N R8E
IMC 178077 PT 147 388909 7 T27N R8E
IMC 178078 PT 148 388910 18 T27N R8E
IMC 178079 PT 149 388911 1 T27N R7E
IMC 179302 PT 150 393865 24 T27N R7E
IMC 179303 PT 151 393866 24 T27N R7E
IMC 179304 PT 152 393867 24 T27N R7E
IMC 179305 PT 153 393868 24 T27N R7E
IMC 179306 PT 154 393869 24 T27N R7E
IMC 179307 PT 155 393870 24 T27N R7E
IMC 179308 PT 156 393871 24 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 9 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 157 393872 24 T27N R7E
IMC 179310 PT 158 393873 24 T27N R7E
IMC 179311 PT 159 383874 00 X00X X0X
00 X00X X0X
XXX 179312 PT 160 393875 00 X00X X0X
00 X00X X0X
XXX 179313 PT 161 393876 25 T27N R7E
IMC 179314 PT 162 383977 25 T27N R7E
IMC 170315 PT 163 393878 25 T27N R7E
IMC 179316 PT 164 393879 25 T27N R7E
IMC 179317 PT 165 393880 00 X00X X0X
00 X00X X0X
XXX 179318 PT 166 393881 00 X00X X0X
00 X00X X0X
XXX 179319 PT 167 393882 19 T27N R8E
IMC 179320 PT 168 393883 00 X00X X0X
00 X00X X0X
XXX 179321 PT 169 393884 19 T27N R8E
IMC 179322 PT 170 393885 30 T27N R8E
00 X00X X0X
00 X00X X0X
00 X00X X0X
XXX 179323 PT 171 393886 00 X00X X0X
00 X00X X0X
XXX 179324 PT 172 393887 00 X00X X0X
00 X00X X0X
XXX 179325 PT 173 393888 00 X00X X0X
00 X00X X0X
XXX 179326 PT 174 393889 24 T27N R7E
IMC 179327 XXXXX 393890 0 X00X X0X
XXX 000000 XXX 000000 0 X00X X0X
XXX 179329 SHEMP 393892 1 X00X X0X
XXX 000000 CURLY 393893 1 X00X X0X
XXX 000000 XX 175 393989 24 T27N R7E
IMC 179972 BOX OF RAIN 30 396344 1 T27N R7E
IMC 179973 BOX OF RAIN 31 396345 36 T28N R7E
IMC 179974 BOX OF RAIN 32 395346 0 X00X X0X
0 X00X X0X
XXX 179975 BOX OF RAIN 33 396347 2 T27N R7E
IMC 179976 BOX OF RAIN 34 396348 2 T27N R7E
IMC 179977 BOX OF RAIN 35 396349 35 T28N R7E
IMC 179978 BOX OF RAIN 36 396350 35 T28N R7E
IMC 179979 BOX OF RAIN 37 396351 00 X00X X0X
00 X00X X0X
XXX 179980 BOX OF RAIN 38 396352 35 T28N R7E
IMC 179981 BOX OF RAIN 39 396353 00 X00X X0X
00 X00X X0X
XXX 179982 PT 176 396255 1 T27N R7E
IMC 179983 PT 177 396256 1 T27N R7E
IMC 179984 PT 178 396257 1 T27N R7E
IMC 179985 PT 179 396258 1 T27N R7E
IMC 179986 PT 180 396259 1 T27N R7E
IMC 179987 PT 181 396260 1 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 10 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 182 396261 1 T27N R7E
IMC 179989 PT 183 396262 1 T27N R7E
IMC 179990 PT 184 396263 1 T27N R7E
IMC 179991 PT 185 396264 1 T27N R7E
IMC 179992 PT 186 396265 1 T27N R7E
IMC 179993 PT 187 396266 00 X00X X0X
0 X00X X0X
XXX 179994 PT 188 396267 36 T28N R7E
IMC 179995 PT 189 396268 36 T28N R7E
IMC 179996 PT 190 396269 36 T28N R7E
IMC 179997 PT 191 396270 36 T28N R7E
IMC 179998 PT 192 396271 36 T28N R7E
IMC 179999 PT 193 396272 36 T28N R7E
IMC 180000 PT 194 396273 36 T28N R7E
IMC 180001 PT 195 396274 36 T28N R7E
IMC 180002 PT 196 396275 36 T28N R7E
IMC 180003 PT 197 396276 36 T28N R7E
IMC 180004 PT 198 396277 36 T28N R7E
IMC 180005 PT 199 396278 36 T28N R7E
IMC 180006 PT 200 396279 36 T28N R7E
IMC 180007 PT 201 396280 36 T28N R7E
IMC 180008 PT 202 396281 36 T28N R7E
IMC 180009 PT 203 396282 36 T28N R7E
IMC 180010 PT 204 396283 36 T28N R7E
IMC 180011 PT 205 396284 36 T28N R7E
IMC 180012 PT 206 396285 36 T28N R7E
Total Number of Claims: 467
DEED AND ASSIGNMENT
THIS DEED AND ASSIGNMENT is made and entered into this 7th day of October,
1997, by and between Idaho Consolidated Metals Corporation, a British Columbia
corporation, with an address of X.X. Xxx 0000, Xxxxxxxx, Xxxxx, 00000
(hereinafter referred to as "ICMC"), and Cyprus Gold Exploration Corporation, a
Delaware corporation, with offices at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 (hereinafter referred to as "Cyprus").
WITNESSETH
WHEREAS, ICMC and Cyprus entered into that certain Joint Venture Agreement
dated May 20, 1996, as amended by that certain First Amendment to Joint Venture
Agreement dated October 7, 1997 (the "Joint Venture Agreement"), pursuant to
which, among other things, ICMC and Cyprus each contributed to the joint venture
established therein those certain patented and unpatented mining claims and
agreements and other interests in respect thereof (the "Property") more
particularly described on Exhibit A attached hereto and by this reference
incorporated herein;
WHEREAS, Cyprus completed the performance of all of its obligations
required under Section 5.3 of the Joint Venture Agreement in order for Cyprus to
earn its initial Participating Interest in the Property in accordance with
Section 5.5 of the Joint Venture Agreement;
WHEREAS, ICMC and Cyprus desire to enter into this Deed and Assignment to
acknowledge Cyprus' performance of all such obligations, and to effect the
parties' transfer of all their right, title and interest in and to the Property
to themselves, to be held by the parties as tenants in common as their interests
may appear, subject to the Joint Venture Agreement.
NOW, THEREFORE, for and in consideration of Cyprus' performance,
satisfactory to ICMC, of all of its obligations under Section 5.3 of the Joint
Venture Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by ICMC and Cyprus, ICMC and
Cyprus have remised, which is hereby acknowledged by ICMC and Cyprus, ICMC and
Cyprus have remised, released, assigned, sold and conveyed, and by these
presents do remise, release, assign, sell and convey, all of their right, title
and interest in and to the Property unto themselves and their successors and
assigns as tenants in common as their interests may appear, to hold the entire
undivided interest thereto, subject to the Joint Venture Agreement.
TO HAVE AND TO HOLD the same, together with any appurtenances and
privileges thereunto belonging, or in anywise thereunto appertaining, unto ICMC
and Cyprus and their successors and assigns. Each of ICMC and Cyprus, for itself
and its successors and assigns, do covenant and agree that it shall and will
warrant and forever defend the Property remised, released, assigned, sold and
conveyed hereunder by it in the quiet and peaceable possession of ICMC and
Cyprus and their successors and assigns
1
against any and all and every person or persons lawfully claiming or to claim
the whole or any part thereof, by, through or under it, to warrant and forever
defend.
IN WITNESS WHEREOF, ICMC and Cyprus have executed and delivered this Deed
and Assignment as of the date first written above.
IDAHO CONSOLIDATED METALS CORPORATION CYPRUS GOLD EXPLORATION CORPORATION
By: /s/ Del Xxxxxxx By: /s/ X.X. Xxxxx
--------------------------------- --------------------------
Title: Pres./CEO Title: Vice President
--------------------------------- --------------------------
ACKNOWLEDGEMENT
STATE OF Idaho )
) ss.
COUNTY OF Nez Perce )
On the 1st day of December, 1997, personally appeared before me Del
Xxxxxxx, the Pres/CEO of Idaho Consolidated Metals Corporation, the corporation
that executed the foregoing instrument, who duly acknowledged to me that said
corporation executed the same.
/s/ Xxxxx X. Xxxx
----------------------------------------
Notary Public
Residing at Lewiston, Id.
My Commission Expires: 0-00-00
XXXXX XX Xxxxxxxx )
) ss.
COUNTY OF Arapahoe )
On the 4th day of December, 1997, personally appeared before me X.X. Xxxxx,
the Vice President of Cyprus Gold Exploration Corporation, the corporation that
executed the foregoing instrument, who duly acknowledged to me that said
corporation executed the same.
/s/ Xxxxx X. Xxxxx
----------------------------------------
Notary Public
Residing at Englewood, Co.
My Commission Expires: My Commission Expires April 3, 1999
2
EXHIBIT A
to
DEED AND ASSIGNMENT
between
IDAHO CONSOLIDATED METALS CORPORATION
and
CYPRUS GOLD EXPLORATION CORPORATION
The Petsite Joint Venture Property
The following Patented and Unpatented Mining Claims Located in Idaho County,
State of Idaho:
EXHIBIT A
Patented Claims
Claim Name Patent No. Mineral Survey No.
---------- ---------- ------------------
Friday Fraction 41174 1834
Friday 41174 1834
Xxxxxx 39226 1833
Xxxxxx 0 00000 0000
Xxxxxx 4 41174 1834
Key West 272863 2335
Western Star No. 1 272863 2335
Western Star No. 2 272863 2335
Date 11/07/1997
Time: 10:07:39
Page 1 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #00 000000 00 X00X X0X
XXX 000416 XXXXX #00 000000 0 X00X X0X
XXX 000417 XXXXX #00 000000 0 X00X X0X
XXX 000418 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 000420 XXXXX #00 000000 0 X00X X0X
XXX 000421 XXXXX #00 000000 0 X00X X0X
XXX 000422 XXXXX #00 000000 0 X00X X0X
XXX 000423 XXXXX #00 000000 0 X00X X0X
XXX 000424 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 000425 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 000427 XXXXXX XXXXX 000000 00 X00X X0X
XXX 003996 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 003997 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 003998 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 003999 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004000 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004001 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004002 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004003 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004004 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004005 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004006 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004007 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004008 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 004009 XXXXX #00 000000 00 X00X X0X
XXX 004010 XXXXX #00 000000 00 X00X X0X
XXX 004011 XXXXX #00 000000 00 X00X X0X
XXX 004012 XXXXX #00 000000 00 X00X X0X
XXX 004013 XXXXX #00 000000 00 X00X X0X
XXX 004015 XXXXX #00 000000 00 X00X X0X
XXX 004016 XXXXX #00 000000 00 X00X X0X
XXX 004017 XXXXX #00 000000 00 X00X X0X
XXX 004018 XXXXX #00 000000 0 X00X X0X
XXX 004019 XXXXX #00 000000 0 X00X X0X
XXX 004022 XXXXX #00 000000 0 X00X X0X
XXX 009325 XXXXX #00 000000 0 X00X X0X
XXX 009326 XXXXX #00 000000 0 X00X X0X
XXX 009327 XXXXX #00 000000 0 X00X X0X
XXX 009330 XXXXX #00 000000 0 X00X X0X
XXX 009331 XXXXX #00 000000 00 X00X X0X
XXX 009332 XXXXX #00 000000 00 X00X X0X
XXX 009333 XXXXX #00 000000 00 X00X X0X
XXX 009334 XXXXX #00 000000 00 X00X X0X
XXX 009335 XXXXX #00 000000 00 X00X X0X
XXX 009336 XXXXX #00 000000 00 X00X X0X
XXX 009337 XXXXX #00 000000 00 X00X X0X
XXX 009338 XXXXX #00 000000 00 X00X X0X
XXX 009339 XXXXX #00 000000 00 X00X X0X
XXX 009340 XXXXX #00 000000 00 X00X X0X
XXX 009341 XXXXX #00 000000 00 X00X X0X
XXX 009342 XXXXX #00 000000 00 X00X X0X
XXX 009343 XXXXX #00 000000 00 X00X X0X
XXX 009344 XXXXX #00 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 2 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #00 000000 00 X00X X0X
XXX 009346 XXXXX #00 000000 00 X00X X0X
XXX 009347 XXXXX #00 000000 00 X00X X0X
XXX 009348 XXXXX #00 000000 00 X00X X0X
XXX 009349 XXXXX #00 000000 00 X00X X0X
XXX 009350 XXXXX #00 000000 00 X00X X0X
XXX 009351 XXXXX #00 000000 00 X00X X0X
XXX 009352 XXXXX #000 000000 00 X00X X0X
XXX 009353 XXXXX #000 000000 00 X00X X0X
XXX 009354 XXXXX #000 000000 00 X00X X0X
XXX 009355 XXXXX #000 000000 00 X00X X0X
XXX 009356 XXXXX #000 000000 00 X00X X0X
XXX 009357 XXXXX #000 000000 00 X00X X0X
XXX 009358 XXXXX #000 000000 00 X00X X0X
XXX 009359 XXXXX #000 000000 00 X00X X0X
XXX 009360 XXXXX #000 000000 00 X00X X0X
XXX 011113 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 011114 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 011116 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 011117 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 011118 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011119 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011120 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011121 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011122 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011123 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011124 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011125 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011126 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 011127 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 011128 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 011129 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011130 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011131 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011132 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011133 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 011134 XXXXX #0 000000 00 X00X X0X
XXX 011135 XXXXX #0 000000 00 X00X X0X
XXX 011136 XXXXX #0 000000 00 X00X X0X
XXX 011137 XXXXX #0 000000 00 X00X X0X
XXX 011138 XXXXX #0 000000 00 X00X X0X
XXX 011139 XXXXX #0 000000 00 X00X X0X
XXX 011140 XXXXX #0 000000 00 X00X X0X
XXX 011142 XXXXX #0 000000 00 X00X X0X
XXX 011143 XXXXX #00 000000 00 X00X X0X
XXX 011145 XXXXX #00 000000 00 X00X X0X
XXX 011146 XXXXX #00 000000 00 X00X X0X
XXX 011148 XXXXX #00 000000 00 X00X X0X
XXX 011149 XXXXX #00 000000 00 X00X X0X
XXX 011151 XXXXX #00 000000 00 X00X X0X
XXX 011152 XXXXX #00 000000 00 X00X X0X
XXX 011154 XXXXX #00 000000 00 X00X X0X
XXX 011155 XXXXX #00 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 3 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #00 000000 00 X00X X0X
XXX 011157 XXXXX #00 000000 00 X00X X0X
XXX 011158 XXXXX #00 000000 00 X00X X0X
XXX 011159 XXXXX #00 000000 00 X00X X0X
XXX 011160 XXXXX #00 000000 00 X00X X0X
XXX 011161 XXXXX #00 000000 00 X00X X0X
XXX 011162 XXXXX #00 000000 00 X00X X0X
XXX 011163 XXXXX #00 000000 00 X00X X0X
XXX 011164 XXXXX #00 000000 0 X00X X0X
XXX 011165 XXXXX #00 000000 00 X00X X0X
XXX 011166 XXXXX #00 000000 00 X00X X0X
XXX 011167 XXXXX #00 000000 00 X00X X0X
XXX 011168 XXXXX #00 000000 0 X00X X0X
XXX 011169 XXXXX #00 000000 0 X00X X0X
XXX 011170 XXXXX #00 000000 0 X00X X0X
XXX 011171 XXXXX #00 000000 0 X00X X0X
XXX 011172 XXXXX #00 000000 00 X00X X0X
XXX 011173 XXXXX #00 000000 00 X00X X0X
XXX 011174 XXXXX #00 000000 00 X00X X0X
XXX 011175 XXXXX #00 000000 00 X00X X0X
XXX 011176 XXXXX #00 000000 00 X00X X0X
XXX 011177 XXXXX #00 000000 00 X00X X0X
XXX 011178 XXXXX #00 000000 0 X00X X0X
XXX 011179 XXXXX #00 000000 0 X00X X0X
XXX 011180 XXXXX #00 000000 00 X00X X0X
XXX 011659 XXXXX #00 000000 00 X00X X0X
XXX 013965 GOLDEN EAGLE #19X 279162 27 T28N R7E
IMC 029189 THIS IS IT PLACER 192179 27 T28N R7E
IMC 044037 XXXXX #000 000000 0 X00X X0X
XXX 044038 XXXXX #000 000000 0 X00X X0X
XXX 044039 XXXXX #000 000000 0 X00X X0X
XXX 044040 XXXXX #000 000000 0 X00X X0X
XXX 044041 XXXXX #000 000000 0 X00X X0X
XXX 044042 XXXXX #000 000000 0 X00X X0X
XXX 044043 XXXXX #000 000000 0 X00X X0X
XXX 044044 XXXXX #000 000000 0 X00X X0X
XXX 044045 XXXXX #000 000000 0 X00X X0X
XXX 044046 XXXXX #000 000000 0 X00X X0X
XXX 044047 XXXXX #000 000000 0 X00X X0X
XXX 044048 XXXXX #000X 000000 0 X00X X0X
XXX 044049 XXXXX #000 000000 0 X00X X0X
XXX 044050 XXXXX #000 000000 0 X00X X0X
XXX 044051 XXXXX #000 000000 0 X00X X0X
XXX 044052 XXXXX #000 000000 0 X00X X0X
XXX 044053 XXXXX #000 000000 0 X00X X0X
XXX 044954 XXXXX #000 000000 0 X00X X0X
XXX 044055 XXXXX #000 000000 0 X00X X0X
XXX 044056 XXXXX #000 000000 0 X00X X0X
XXX 044057 XXXXX #000 000000 0 X00X X0X
XXX 044058 XXXXX #000 000000 0 X00X X0X
XXX 044059 XXXXX #000 000000 0 X00X X0X
XXX 095654 XXXXX #000 000000 00 X00X X0X
XXX 095655 XXXXX #000 000000 00 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 4 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 XXXXX #000 000000 00 X00X X0X
XXX 095658 XXXXX #000 000000 00 X00X X0X
XXX 095659 XXXXX #000 000000 00 X00X X0X
XXX 095660 XXXXX #000 000000 00 X00X X0X
XXX 095661 XXXXX #000 000000 00 X00X X0X
XXX 095662 XXXXX #000 000000 00 X00X X0X
XXX 095663 XXXXX #000 000000 00 X00X X0X
XXX 095664 XXXXX #000 000000 00 X00X X0X
XXX 095665 XXXXX #000 000000 00 X00X X0X
XXX 095666 XXXXX #000 000000 00 X00X X0X
XXX 095667 XXXXX #000 000000 00 X00X X0X
XXX 095668 XXXXX #000 000000 00 X00X X0X
XXX 095669 XXXXX #000 000000 00 X00X X0X
XXX 095670 XXXXX #000 000000 00 X00X X0X
XXX 095671 XXXXX #000 000000 00 X00X X0X
XXX 095672 XXXXX #000 000000 00 X00X X0X
XXX 095673 XXXXX #000 000000 00 X00X X0X
XXX 095674 XXXXX #000 000000 00 X00X X0X
XXX 095675 XXXXX #000 000000 00 X00X X0X
XXX 095676 XXXXX #000 000000 00 X00X X0X
XXX 095677 XXXXX #000 000000 00 X00X X0X
XXX 095678 XXXXX #000 000000 00 X00X X0X
XXX 095679 XXXXX #000 000000 00 X00X X0X
XXX 095680 XXXXX #000 000000 00 X00X X0X
XXX 101736 XXXXX #000 000000 00 X00X X0X
XXX 101740 XXXXX #000 000000 0 X00X X0X
XXX 101743 XXXXX #000 000000 0 X00X X0X
XXX 123246 LOST WHEELBARROW #1 336122 7 T27N R8E
IMC 123247 LOST WHEELBARROW #2 336123 7 T27N R8E
IMC 123248 LOST WHEELBARROW #3 336124 6 T27N R8E
IMC 175109 XXXXXXX #0 000000 00 X00X X0X
XXX 175110 XXXXXXX #0 000000 00 X00X X0X
XXX 175111 XXXXXXX #0 000000 00 X00X X0X
XXX 175112 XXXXXXX #0 000000 00 X00X X0X
XXX 175113 XXXXXXX #0 000000 00 X00X X0X
XXX 175114 XXXXXXX #0 000000 00 X00X X0X
XXX 175115 PETITE FRACTION 379478 00 X00X X0X
XXX 000000 XXXXXXX #1 379475 12 T27N R7E
IMC 175117 XXXX XXXX XXXXXX 000000 00 X00X X0X
XXX 175118 XXXXX XXXXXX 000000 00 X00X X0X
XXX 175119 XXXXXX XXXXX 000000 00 X00X X0X
XXX 175120 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175121 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175122 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175123 XXXXXX XXXXX #0 000000 00 X00X X0X
XXX 175124 XXXXXX XXXXX #00 000000 00 X00X X0X
XXX 175125 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 175126 XXXXXX XXXXX #00X 000000 00 X00X X0X
XXX 175127 XXXXX #00 000000 0 X00X X0X
XXX 175128 XXXXX #00 000000 0 X00X X0X
XXX 175129 XXXXX #00 000000 0 X00X X0X
XXX 175130 XXXXX #00 000000 0 X00X X0X
XXX 175131 XXXXX #00 000000 0 X00X X0X
Date 11/07/1997
Time: 10:07:39
Page 5 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 EAGLE #4` 379503 2 T27N R7E
IMC 175133 XXXXX #00 000000 0 X00X X0X
XXX 175134 XXXXX #00 000000 0 X00X X0X
XXX 175135 XXXXX #00 000000 00 X00X X0X
XXX 175136 XXXXX #00 000000 0 X00X X0X
XXX 175137 XXXXX #000 000000 0 X00X X0X
XXX 175152 THIS IS IT PLACER 379497 27 T28N R7E
IMC 177154 XX 0 000000 00 X00X X0X
XXX 177155 XX 0 000000 00 X00X X0X
XXX 177156 XX 0 000000 00 X00X X0X
XXX 177157 XX 0 000000 00 X00X X0X
XXX 177158 XX 0 000000 0 X00X X0X
XXX 177159 XX 0 000000 0 X00X X0X
XXX 177160 XX 0 000000 0 X00X X0X
XXX 177161 XX 0 000000 0 X00X X0X
XXX 177162 XX 0 000000 0 X00X X0X
XXX 177163 XX 00 000000 0 X00X X0X
XXX 177164 XX 00 000000 0 X00X X0X
XXX 177165 XX 00 000000 0 X00X X0X
XXX 177167 PT 14 384176 388287 7 X00X X0X
XXX 000000 XX 15 384177 388288 13 X00X X0X
XXX 000000 XX 16 384178 388289 13 X00X X0X
XXX 000000 XX 17 384179 388290 13 X00X X0X
XXX 000000 XX 18 384180 388291 13 X00X X0X
XXX 000000 XX 19 384181 13 T27N R7E
IMC 177173 XX 00 000000 00 X00X X0X
XXX 188184 XX 00 000000 00 X00X X0X
XXX 177175 XX 00 000000 00 X00X X0X
XXX 177176 XX 00 000000 00 X00X X0X
XXX 177177 XX 00 000000 00 X00X X0X
XXX 177178 XX 00 000000 00 X00X X0X
XXX 177179 XX 00 000000 00 X00X X0X
XXX 177180 XX 00 000000 00 X00X X0X
XXX 177181 XX 00 000000 00 X00X X0X
XXX 177182 XX 00 000000 00 X00X X0X
XXX 177183 XX 00 000000 00 X00X X0X
XXX 177184 XX 00 000000 00 X00X X0X
XXX 177185 XX 00 000000 00 X00X X0X
XXX 177186 XX 00 000000 00 X00X X0X
XXX 177187 XX 00 000000 00 X00X X0X
XXX 177188 XX 00 000000 00 X00X X0X
XXX 177189 XX 00 000000 00 X00X X0X
XXX 177190 XX 00 000000 00 X00X X0X
XXX 177191 XX 00 000000 00 X00X X0X
XXX 177192 XX 00 000000 00 X00X X0X
XXX 177193 XX 00 000000 00 X00X X0X
XXX 177194 XX 00 000000 00 X00X X0X
XXX 177195 XX 00 000000 00 X00X X0X
XXX 177196 XX 00 000000 00 X00X X0X
XXX 177197 XX 00 000000 00 X00X X0X
XXX 177198 XX 00 000000 00 X00X X0X
XXX 177199 XX 00 000000 00 X00X X0X
XXX 177200 PT 47 384209 18 T27N R8E
Date 11/07/1997
Time: 10:07:39
Page 6 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 48 384210 18 T27N R8E
IMC 177202 XX 00 000000 00 X00X X0X
XXX 177204 XX 00 000000 00 X00X X0X
XXX 177204 XX 00 000000 00 X00X X0X
XXX 177205 XX 00 000000 00 X00X X0X
XXX 177206 XX 00 000000 00 X00X X0X
XXX 177207 XX 00 000000 00 X00X X0X
XXX 177208 XX 00 000000 00 X00X X0X
XXX 177209 XX 00 000000 00 X00X X0X
XXX 177210 XX 00 000000 00 X00X X0X
XXX 177211 XX 00 000000 00 X00X X0X
XXX 177212 XX 00 000000 00 X00X X0X
XXX 177213 XX 00 000000 00 X00X X0X
XXX 177214 XX 00 000000 00 X00X X0X
XXX 177215 XX 00 000000 00 X00X X0X
XXX 177216 XX 00 000000 00 X00X X0X
XXX 177217 XX 00 000000 00 X00X X0X
XXX 177218 XX 00 000000 00 X00X X0X
XXX 177219 XX 00 000000 00 X00X X0X
XXX 177220 XX 00 000000 00 X00X X0X
XXX 177519 XX 00 000000 00 X00X X0X
XXX 177520 XX 00 000000 00 X00X X0X
XXX 177521 XX 00 000000 00 X00X X0X
XXX 177522 PT 71 385927 388292 11 X00X X0X
XXX 000000 XX 72 385928 388293 11 X00X X0X
XXX 000000 XX 73 385929 11 T27N R7E
IMC 177525 PT 74 385930 388294 12 X00X X0X
XXX 000000 XX 75 385931 11 T27N R7E
IMC 177527 PT 76 385932 388295 12 X00X X0X
XXX 000000 XX 77 385933 11 T27N R7E
IMC 177529 PT 78 385934 388296 12 X00X X0X
XXX 000000 XX 79 385935 11 T27N R7E
IMC 177531 PT 80 385936 388297 12 X00X X0X
XXX 000000 XX 81 385937 13 T27N R7E
IMC 177533 PT 82 385938 388298 13 X00X X0X
XXX 000000 XX 83 385939 13 T27N R7E
IMC 177535 PT 84 385940 388299 13 X00X X0X
XXX 000000 XX 85 385941 13 T27N R7E
IMC 177537 XX 00 000000 00 X00X X0X
XXX 177538 XX 00 000000 00 X00X X0X
XXX 177539 XX 00 000000 00 X00X X0X
XXX 177540 XX 00 000000 00 X00X X0X
XXX 177541 XX 00 000000 00 X00X X0X
XXX 177542 XX 00 000000 00 X00X X0X
XXX 177543 XX 00 000000 00 X00X X0X
XXX 177544 XX 00 000000 00 X00X X0X
XXX 177545 XX 00 000000 00 X00X X0X
XXX 177546 XX 00 000000 00 X00X X0X
XXX 177547 XX 00 000000 00 X00X X0X
XXX 177548 PT 97 385953 388300 13 X00X X0X
XXX 000000 XX 98 385954 13 T27N R7E
IMC 177550 XX 00 000000 00 X00X X0X
XXX 177551 PT 100 385956 13 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 7 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 101 389957 13 T27N R7E
IMC 177553 PT 102 385958 13 T27N R7E
IMC 177554 PT 103 385959 13 T27N R7E
IMC 177555 PT 104 385960 2 T27N R7E
IMC 177556 PT 105 385961 2 T27N R7E
IMC 177557 PT 106 385962 2 T27N R7E
IMC 177558 PT 107 385963 2 T27N R7E
IMC 177559 PT 108 385964 2 T27N R7E
IMC 177560 PT 109 385965 12 T27N R7E
IMC 177561 PT 110 385966 1 T27N R7E
IMC 177562 PT 111 385967 1 T27N R7E
IMC 178013 BOX OF RAIN 1 388912 1 T27N R7E
IMC 178014 BOX OF RAIN 2 388913 0 X00X X0X
0 X00X X0X
XXX 178015 BOX OF RAIN 3 388914 00 X00X X0X
0 X00X X0X
0 X00X X0X
XXX 178016 BOX OF RAIN 4 388915 00 X00X X0X
00 X00X X0X
XXX 178017 BOX OF RAIN 5 388916 00 X00X X0X
00 X00X X0X
XXX 178018 BOX OF RAIN 6 388917 00 X00X X0X
00 X00X X0X
XXX 178019 BOX OF RAIN 7 388918 00 X00X X0X
00 X00X X0X
XXX 178020 BOX OF RAIN 8 388919 00 X00X X0X
00 X00X X0X
XXX 178021 BOX OF RAIN 388920 00 X00X X0X
00 X00X X0X
XXX 178022 BOX OF RAIN 10 388921 00 X00X X0X
00 X00X X0X
XXX 178023 BOX OF RAIN 11 388922 35 T28N R7E
IMC 178024 BOX OF RAIN 12 388923 35 T28N R7E
IMC 178025 BOX OF RAIN 13 388924 35 T28N R7E
IMC 178026 BOX OF RAIN 14 388925 35 T28N R7E
IMC 178027 BOX OF RAIN 15 388926 35 T28N R7E
IMC 178028 BOX OF RAIN 16 388927 35 T28N R7E
IMC 178029 BOX OF RAIN 17 388928 35 T28N R7E
IMC 178030 BOX OF RAIN 18 388929 00 X00X X0X
0 X00X X0X
XXX 178031 BOX OF RAIN 19 388930 2 T27N R7E
IMC 178032 BOX OF RAIN 20 388931 2 T27N R7E
IMC 178033 BOX OF RAIN 21 388932 00 X00X X0X
0 X00X X0X
XXX 178034 BOX OF RAIN 22 388933 35 T28N R7E
IMC 178035 BOX OF RAIN 23 388934 35 T28N R7E
IMC 178036 BOX OF RAIN 24 388935 35 T28N R7E
IMC 178037 BOX OF RAIN 25 388936 35 T28N R7E
IMC 178038 BOX OF RAIN 26 388937 35 T28N R7E
IMC 178039 BOX OF RAIN 27 388938 35 T28N R7E
IMC 178040 BOX OF RAIN 28 388939 00 X00X X0X
0 X00X X0X
XXX 178041 BOX OF RAIN 29 388940 2 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 8 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 112 388874 12 T27N R7E
IMC 178043 PT 113 388875 12 T27N R7E
IMC 178044 PT 114 388876 12 T27N R7E
IMC 178045 PT 115 388877 12 T27N R7E
XXX 000000 XX 116 388878 12 T27N R7E
IMC 178047 PT 117 388879 12 T27N R7E
IMC 178048 PT 118 388880 12 T27N R7E
IMC 178049 PT 119 388881 12 T27N R7E
IMC 178050 PT 120 388882 12 T27N R7E
IMC 178051 PT 121 388883 12 T27N R7E
IMC 178052 PT 122 388884 12 T27N R7E
IMC 178053 PT 123 388885 00 X00X X0X
00 X00X X0X
XXX 178054 PT 124 388886 13 T27N R7E
IMC 178055 PT 125 388887 12 T27N R7E
IMC 178056 PT 126 388888 00 X00X X0X
0 X00X X0X
XXX 178057 PT 127 388889 12 T27N R7E
IMC 178058 PT 128 388890 00 X00X X0X
0 X00X X0X
XXX 178059 PT 129 388891 12 T27N R7E
IMC 178060 PT 130 388892 00 X00X X0X
0 X00X X0X
XXX 178061 PT 131 388893 12 T27N R7E
IMC 178062 PT 132 388894 00 X00X X0X
0 X00X X0X
XXX 178063 PT 133 388895 12 T27N R7E
IMC 178064 PT 134 388896 00 X00X X0X
0 X00X X0X
XXX 178065 PT 135 388897 12 T27N R7E
IMC 178066 PT 136 388898 00 X00X X0X
0 X00X X0X
XXX 178067 PT 137 388899 12 T27N R7E
IMC 178068 PT 138 388900 00 X00X X0X
00 X00X X0X
XXX 178069 PT 139 388901 13 T27N R7E
IMC 178070 PT 140 388902 7 T27N R8E
IMC 178071 PT 141 388903 7 T27N R8E
IMC 178072 PT 142 388904 7 T27N R8E
IMC 178073 PT 143 388905 7 T27N R8E
IMC 178074 PT 144 388906 7 T27N R8E
IMC 178075 PT 145 388907 7 T27N R8E
IMC 178076 PT 146 388908 7 T27N R8E
IMC 178077 PT 147 388909 7 T27N R8E
IMC 178078 PT 148 388910 18 T27N R8E
IMC 178079 PT 149 388911 1 T27N R7E
IMC 179302 PT 150 393865 24 T27N R7E
IMC 179303 PT 151 393866 24 T27N R7E
IMC 179304 PT 152 393867 24 T27N R7E
IMC 179305 PT 153 393868 24 T27N R7E
IMC 179306 PT 154 393869 24 T27N R7E
IMC 179307 PT 155 393870 24 T27N R7E
IMC 179308 PT 156 393871 24 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 9 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 157 393872 24 T27N R7E
IMC 179310 PT 158 393873 24 T27N R7E
IMC 179311 PT 159 383874 00 X00X X0X
00 X00X X0X
XXX 179312 PT 160 393875 00 X00X X0X
00 X00X X0X
XXX 179313 PT 161 393876 25 T27N R7E
IMC 179314 PT 162 383977 25 T27N R7E
IMC 170315 PT 163 393878 25 T27N R7E
IMC 179316 PT 164 393879 25 T27N R7E
IMC 179317 PT 165 393880 00 X00X X0X
00 X00X X0X
XXX 179318 PT 166 393881 00 X00X X0X
00 X00X X0X
XXX 179319 PT 167 393882 19 T27N R8E
IMC 179320 PT 168 393883 00 X00X X0X
00 X00X X0X
XXX 179321 PT 169 393884 19 T27N R8E
IMC 179322 PT 170 393885 30 T27N R8E
00 X00X X0X
00 X00X X0X
00 X00X X0X
XXX 179323 PT 171 393886 00 X00X X0X
00 X00X X0X
XXX 179324 PT 172 393887 00 X00X X0X
00 X00X X0X
XXX 179325 PT 173 393888 00 X00X X0X
00 X00X X0X
XXX 179326 PT 174 393889 24 T27N R7E
IMC 179327 XXXXX 393890 0 X00X X0X
XXX 000000 XXX 000000 0 X00X X0X
XXX 179329 SHEMP 393892 1 X00X X0X
XXX 000000 CURLY 393893 1 X00X X0X
XXX 000000 XX 175 393989 24 T27N R7E
IMC 179972 BOX OF RAIN 30 396344 1 T27N R7E
IMC 179973 BOX OF RAIN 31 396345 36 T28N R7E
IMC 179974 BOX OF RAIN 32 395346 0 X00X X0X
0 X00X X0X
XXX 179975 BOX OF RAIN 33 396347 2 T27N R7E
IMC 179976 BOX OF RAIN 34 396348 2 T27N R7E
IMC 179977 BOX OF RAIN 35 396349 35 T28N R7E
IMC 179978 BOX OF RAIN 36 396350 35 T28N R7E
IMC 179979 BOX OF RAIN 37 396351 00 X00X X0X
00 X00X X0X
XXX 179980 BOX OF RAIN 38 396352 35 T28N R7E
IMC 179981 BOX OF RAIN 39 396353 00 X00X X0X
00 X00X X0X
XXX 179982 PT 176 396255 1 T27N R7E
IMC 179983 PT 177 396256 1 T27N R7E
IMC 179984 PT 178 396257 1 T27N R7E
IMC 179985 PT 179 396258 1 T27N R7E
IMC 179986 PT 180 396259 1 T27N R7E
IMC 179987 PT 181 396260 1 T27N R7E
Date 11/07/1997
Time: 10:07:39
Page 10 of 10
County: IDAHO, State: IDAHO
EXHIBIT A
Original Recording Amendment Recording Map Location Reference
BLM SERIAL # Claim Name Book Page Book Page Sec Twshp Rnge
------------ ---------- ---- ---- ---- ---- --- ----- ----
XXX 000000 PT 182 396261 1 T27N R7E
IMC 179989 PT 183 396262 1 T27N R7E
IMC 179990 PT 184 396263 1 T27N R7E
IMC 179991 PT 185 396264 1 T27N R7E
IMC 179992 PT 186 396265 1 T27N R7E
IMC 179993 PT 187 396266 00 X00X X0X
0 X00X X0X
XXX 179994 PT 188 396267 36 T28N R7E
IMC 179995 PT 189 396268 36 T28N R7E
IMC 179996 PT 190 396269 36 T28N R7E
IMC 179997 PT 191 396270 36 T28N R7E
IMC 179998 PT 192 396271 36 T28N R7E
IMC 179999 PT 193 396272 36 T28N R7E
IMC 180000 PT 194 396273 36 T28N R7E
IMC 180001 PT 195 396274 36 T28N R7E
IMC 180002 PT 196 396275 36 T28N R7E
IMC 180003 PT 197 396276 36 T28N R7E
IMC 180004 PT 198 396277 36 T28N R7E
IMC 180005 PT 199 396278 36 T28N R7E
IMC 180006 PT 200 396279 36 T28N R7E
IMC 180007 PT 201 396280 36 T28N R7E
IMC 180008 PT 202 396281 36 T28N R7E
IMC 180009 PT 203 396282 36 T28N R7E
IMC 180010 PT 204 396283 36 T28N R7E
IMC 180011 PT 205 396284 36 T28N R7E
IMC 180012 PT 206 396285 36 T28N R7E
Total Number of Claims: 467
EXHIBIT 5
TO SETTLEMENT AGREEMENT
PARAGRAPH 8
List of claims subject to operating agreement
04/29/98
LIST OF CLAIMS SEPARATED INTO BLOCKS FOR
ANNUAL WORK COMMITTMENT
__________IMD SETTLEMENT AGREEMENT
File: claimlist.wb3
BLOCK 1
X. Xxxxx Bear
SnowStorm
Pegmatite
New Pegmatite
A DETAILED LIST OF THE CLAIMS WITHIN THESE BLOCKS,
INCLUDING IMC NUMBERS, WILL BE PROVIDED
04/29/98
LIST OF CLAIMS SEPARATED INTO BLOCKS FOR
ANNUAL WORK COMMITTMENT
__________IMD SETTLEMENT AGREEMENT
File: claimlist.wb3
BLOCK 2
Buster Extension
Coeur d'Xxxxx
Xxxxxx
Tonapah
Union D
A DETAILED LIST OF THE CLAIMS WITHIN THESE BLOCKS,
INCLUDING IMC NUMBERS, WILL BE PROVIDED
04/29/98
LIST OF CLAIMS SEPARATED INTO BLOCKS FOR
ANNUAL WORK COMMITTMENT
__________IMD SETTLEMENT AGREEMENT
File: claimlist.wb3
BLOCK 3
X. Xxxxxxx
S/S Xxxxx
S/S Ophir
A DETAILED LIST OF THE CLAIMS WITHIN THESE BLOCKS,
INCLUDING IMC NUMBERS, WILL BE PROVIDED
04/29/98
LIST OF CLAIMS SEPARATED INTO BLOCKS FOR
ANNUAL WORK COMMITTMENT
__________IMD SETTLEMENT AGREEMENT
File: claimlist.wb3
BLOCK 4
Cuddy Copper
IXL
New IXL
A DETAILED LIST OF THE CLAIMS WITHIN THESE BLOCKS,
INCLUDING IMC NUMBERS, WILL BE PROVIDED
EXHIBITS 6, 7, 8, and 9
TO SETTLEMENT AGREEMENT
PARAGRAPHS
Joint Development agreements
JOINT DEVELOPMENT AGREEMENT
This agreement made and entered into this 29th day of April 1998 by and
between Silver Crystal, hereafter S.C., and Idaho Consolidated Metals
Corporation, hereinafter ICMC.
Whereas, the parties to this joint development agreement are or intend to
be co-owners of the mining properties (a list of which is attached hereto and
made a part hereof as Exhibit A).
Whereas, the properties have been co-owned in the past and the intent of
this agreement is to establish the parties' respective fights and
responsibilities for future orderly exploration and development of any potential
mineable ore reserves on the various properties.
Whereas, ICMC shall be the operator of the joint development of the
properties with responsibilities standard to the mining industry including
without limitations those found in that certain lease between the parties on the
Golden Eagle Property entered into on April 29, 1998.
Therefore, this agreement witnesseth that in consideration of the promises
and of the mutual covenants, conditions, representations and warranties herein
set out, the parties hereto agree as follows:
Title. Title has been maintained on the properties to the best of S.C.'s ability
in accordance with past agreements between the parties.
1. Neither party represents title warranties to the other.
2. A procedure utilizing a statutory title preservation procedure known as
the "Small Miners Exemption" has been used to protect title to several of
the properties. Both parties are fully aware of the procedure. and its
implications to clear property title for future exploration and
development.
3. S.C. agrees to provide quitclaim deed to all "Small Miner's Exemption"
properties from the exempt holder thereof reflected in Exhibit A attached.
a.) S.C. agrees to assist ICMC with whatever steps are necessary to
get title into a marketable condition if possible cost to be borne by
ICMC.
4. ICMC, as operator, agrees to record deeds, relocate claims and/or
generally take whatever action is necessary to get or keep title in a
marketable condition costs to be borne by ICMC.
JOINT DEVELOPMENT AGREEMENT - 1
5. Neither party represents to the other title can be maintained without
further action of documentation and some property may be lost. The parties
agree and hereby hold harmless each other for property lost due to
conditions beyond the party's control
Ownership:
1. S.C. owns a undivided 50% (5/10) of the mining claims subject to this
agreement. A list of which is Exhibit A attached hereto and made a part
hereof by reference. in the event of an inadvertent document failure this
clause is controlling.
2. ICMC shall own an undivided 50% (5/10) of the mining claims subject to
this agreement. In the event of an inadvertent document failure this clause
is controlling.
Powers, Duties, and Obligations.
1. ICMC shall take whatever action is necessary concerning title promptly
and at ICMC's expenses. The obligation and responsibility to use good faith
in pursing marketable title shall be the obligation and responsibility of
ICMC.
2. Evaluation of all geological data on the properties shall commence
immediately under the direction and at the sole expense of ICMC for the
purpose of establishing a sound two year evaluation and exploration program
and for the purpose of determining the merit of each property. S.C. agrees
to provide copies of all documents containing geological data in its
possession to ICMC. All copying costs to be paid by ICMC.
3. ICMC shall have the power to make decisions as to whether a property has
merit and whether it should be "dropped" or maintained.
(A.) In the event a property is scheduled to be "dropped" it is
the obligation of ICMC to give S.C. 30 day notice prior to notice of
abandonment to the Bureau of Land Management (BLM). S.C. may elect to
keep the entire property at its own expense.
(1) ICMC agrees to provide or sign any documents required
upon said election by S.C. in order to transfer the interest
of ICMC to S.C..
4. ICMC shall be responsible for all reclamation, remediation and bonding
costs associated with operations on the claims.
JOINT DEVELOPMENT AGREEMENT - 2
Expenditure, Fees, and Maintenance.
1. ICMC as "operator" shall be required to pay all Fees and Maintenance
requirements and other costs to keep the properties in good standing with
both the State of Idaho and the BLM. ICMC shall be required to pay all
reclamation, remediation and bonding costs associated with operations on
the claims.
2. ICMC shall be required to do $37,500 worth of exploration work on this
block of properties In year one (September 1, 1998 to September 1, 1999) of
the agreement.
A.) ICMC shall be required to do $75,000 worth of exploration work in
year two (September 1, 1999 and September 1, 2000) and each year
thereafter to maintain this agreement in good standing.
3. ICMC shall record an annual report of expenditures and progress of
all work on these properties. S.C. shall at all reasonable times have
the night to admit and inspection of all work on these properties.
S.C. shall at all reasonable times have the night to admit and
inspection of a work on site.
4. In the event ICMC fails to meet these work commitments S.C. at
their election may require ICMC to quitclaim deed their interest to
S.C. or other party at S.C.'s request.
5. The parties are familiar with the "Force Majeure" concept as
described in the Golden Eagle Mining Lease and it shall apply to this
agreement.
Option for Participation or Dilution of Interest Upon Production
In the event ICMC shall make a bona fide election to take the
properties into production the following rights and obligations shall
apply.
1. ICMC shall give notice of its decision to take the property into
production.
2. Therefore S.C. shall have the fight to elect within 60 days of
receipt of the notice of decision to participate in production.
3. In the event S.C. elects to participate in production ICMC shall
advance 50% of the pre-production costs as a loan to S.C. to be repaid
by S.C. from profits from actual production together with interest at
the rate of prime rate +2% as published in The Wall Street Journal per
annum until S.C.'s 50% share of pre-production cost is paid in full.
Pre-production costs commence upon the delineation of an inferred
resource as defined by the Canadian Mining and Metallurgy Ad Hoc
Committee Report of September, 1996. in the event profit from
production is inadequate to repay S.C. share of pre-production cost,
the obligation of S.C. to pay pre-production cost is forgiven.
JOINT DEVELOPMENT AGREEMENT - 3
4. In the event S.C. does not elect to participate in production, ICMC
shall have the right to proceed to production and S.C.'s ownership
percentage shall decrease to 5% net smelter return. This provision
shall not be interpreted to reduce or diminish the work requirements
of ICMC herein.
First Right of Refusal.
1. Each party shall have a standard first right of refusal in the
event the other shall chose to alienate their interest.
Exploration Year. The parties recognize exploration and development is seasonal.
For the purpose of this agreement the "exploration year" shall be September 1 to
September 1 commencing September 1, 1998
Arbitration. Any conflicts that arise under this agreement shall be submitted to
arbitration. The parties agree the arbitration shall be by the rules established
by the American Arbitration Association.
Notices. By Registered Mail.
Idaho Consolidated Metal Corporation
X X Xxx 0000
Xxxxxxxx, XX 00000
Idaho Mining and Development
Xxxxx 0, Xxx 000
Xxxxxxxxxx, XX 00000
THE PARTIES AGREE THIS DOCUMENT MIGHT BE SUBJECT TO VANCOUVER STOCK
EXCHANGE APPROVAL.
JOINT DEVELOPMENT AGREEMENT - 4
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year in this instrument first above written.
IDAHO CONSOLIDATED METALS CORPORATION
By: /s/ Del Xxxxxxx
---------------------------------------
President
/s/ Xxxx X. Xxx
--------------------------------
Secretary
SILVER CRYSTAL MINES, INC.
By: /s/ Xxx Xxxxxxx
---------------------------------------
Xxx Xxxxxxx, President
JOINT DEVELOPMENT AGREEMENT - 5
4/29/98
LIST OF CLAIMS SEPARATED INTO BLOCKS FOR
ANNUAL WORK COMMITMENT
______________- IMD SETTLEMENT AGREEMENT
File: claimlist.wb3
BLOCK 1
X. Xxxxx Bear
SnowStorm
Pegmatite
New Pegmatite
A DETAILED LIST OF THE CLAIMS WITHIN THESE BLOCKS,
INCLUDING IMC NUMBERS, WILL BE PROVIDED
JOINT DEVELOPMENT AGREEMENT
This agreement made and entered into this 29th day of April 1998 by and
between Idaho Mining & Development Company, Xxx Xxxxxxx, etc., hereinafter IM&D
and Idaho Consolidated Metals Corporation hereinafter ICMC.
Whereas, the parties to this joint development agreement are or intend to
be co-owners of the mining properties (a list of which is attached hereto and
made a part hereof as exhibit A).
Whereas, the properties have been co-owned in the past and the intent of
this agreement is to establish the parties' respective rights and
responsibilities for future orderly exploration and development of any potential
mineable ore reserves on the various properties.
Whereas, ICMC shall be the operator of the joint development of the
properties with responsibilities standard to the mining industry including
without limitations those found in that certain lease between the parties on the
Golden Eagle Property entered into on April 29, 1998.
Therefore, this agreement witnesseth that in consideration of the promises
and of the mutual covenants, conditions, representations and warranties herein
set out, the parties hereto agree as follows:
Title. Title has been maintained on the properties to the best of IM&D's ability
in accordance with past agreements between the parties.
1. Neither party represents title warranties to the other.
2. A procedure utilizing a statutory title preservation procedure known as
the "Small Miners Exemption" has been used to protect title to several of
the properties. Both parties are fully aware of the procedure and its
implications to clear property title for future exploration and
development.
3. IM&D agrees to provide quitclaim deed to all "Small Miner's Exemption"
properties from the exempt holder thereof reflected in Exhibit A attached.
a.) IM&D agrees to assist ICMC with whatever steps are necessary to
get title into a marketable condition if possible cost to be borne by
ICMC.
4. ICMC, as operator, agrees to record deeds, relocate claims and/or
generally take whatever action is necessary to get or keep title in a
marketable condition costs to be borne by ICMC.
JOINT DEVELOPMENT AGREEMENT - 1
5. Neither party represents to the other title can be maintained without
further action or documentation and some property may be lost. The parties
agree and hereby hold harmless each other for property lost due to
conditions beyond the party's control.
Ownership:
1. IM&D owns a undivided 40% (4/10) of the mining claims subject to this
agreement. A list of which is Exhibit A attached hereto and made a part
hereof by reference. In the event of an inadvertent document failure this
clause is controlling.
2. ICMC shall own an undivided 60% (6/10) of the mining claims subject to
this agreement. In the event of an inadvertent document failure this clause
is controlling.
Powers, Duties, and Obligations.
1. ICMC shall take whatever action is necessary concerning title promptly
and at ICMC's expenses. The obligation and responsibility to use good faith
in pursing marketable title shall be the obligation and responsibility of
ICMC.
2. Evaluation of all geological data on the properties shall commence
immediately under the direction and at the sole expense of ICMC for the
purpose of establishing a sound two year evaluation and exploration program
and for the purpose of determining the merit of each property. IM&D agrees
to provide copies of all documents containing geological data in its
possession to ICMC. All copying costs to be paid by ICMC.
3. ICMC shall have the power to make decisions as to whether a property has
merit and whether it should be "dropped" or maintained.
(A.) In the event a property is scheduled to be "dropped" it is
the obligation of ICMC to give IM&D 30 day notice prior to notice of
abandonment to the Bureau of Land Management (BLM). IM&D may elect to
keep the entire property at its own expense.
(1) ICMC agrees to provide or sign any documents required
upon said election by IM&D in order to transfer the interest
of ICMC to IM&D.
4. ICMC shall be responsible for all reclamation, remediation and bonding
costs associated with operations on the claims.
JOINT DEVELOPMENT AGREEMENT - 2
Expenditure, Fees, and Maintenance.
1. ICMC as "operator" shall be required to pay all Fees and Maintenance
requirements and other costs to keep the properties in good standing with
both the State of Idaho and the BLM. ICMC shall be required to pay all
reclamation, remediation and bonding costs associated with operations on
the claims.
2. ICMC shall be required to do $37,500 worth of exploration work on this
block of properties in year one (September 1, 1998 to September 1, 1999) of
the agreement.
A.) ICMC shall be required to do $75,000 worth of exploration work in
year two (September 1, 1999 and September 1, 2000) and each year
thereafter to maintain this agreement in good standing.
3. ICMC shall record an annual report of expenditures and progress of all
work on these properties. IM&D shall at all reasonable times have the right
to admit and inspection of all work on these properties. IM&D shall at all
reasonable times have the right to admit and inspection of all work on
site.
4. In the event ICMC fails to meet these work commitments IM&D at their
election may require ICMC to quitclaim deed their interest to IM&D or other
party at IM&D's request.
5. The parties are familiar with the "Force Majeure" concept as described
in the Golden Eagle Mining Lease and it shall apply to this agreement.
Option for Participation or Dilution of Interest Upon Production
In the event ICMC shall make a bona fide election to take the properties
into production the following rights and obligations shall apply.
1. ICMC shall give notice of its decision to take the property into
production.
2. Therefore IM&D shall have the right to elect within 60 days of receipt
of the notice of decision to participate in production.
3. In the event IM&D elects to participate in production ICMC shall advance
40% of the pre-production costs as a loan to IM&D to be repaid by IM&D from
profits from actual production together with interest at the rate of prime
rate +2% as published in The Wall Street Journal per annum until IM&D's 40%
share of pre-production cost is paid in full. Pre-production costs commence
upon the delineation of an inferred resource as defined by the Canadian
Mining and Metallurgy Ad Hoc Committee Report of September, 1996. In the
event profit from production is inadequate to repay IM&D
JOINT DEVELOPMENT AGREEMENT - 3
share of pre-production cost, the obligation of IM&D to pay pre-production
cost is forgiven.
4. In the event IM&D does not elect to participate in production, ICMC
shall have the right to proceed to production and IM&D's ownership
percentage shall decrease to 5% net smelter return. This provision shall
not be interpreted to reduce or diminish the work requirements of ICMC
herein.
First Right of Refusal.
1. Each party shall have a standard first right of refusal in the event the
other shall chose to alienate their interest.
Exploration Year. The parties recognize exploration and development is seasonal.
For the purpose of this agreement the "exploration year" shall be September 1 to
September 1 commencing September 1, 1998.
Arbitration. Any conflicts that arise under this agreement shall be submitted to
arbitration. The parties agree the arbitration shall be by the rules established
by the American Arbitration Association.
Notices. By Registered Mail.
Idaho Consolidated Metal Corporation
X X Xxx 0000
Xxxxxxxx, XX 00000
Idaho Mining and Development
Xxxxx 0, Xxx 000
Xxxxxxxxxx, XX 00000
THE PARTIES AGREE TIES DOCUMENT MIGHT BE SUBJECT TO VANCOUVER STOCK
EXCHANGE APPROVAL.
JOINT DEVELOPMENT AGREEMENT - 4
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year in this instrument first above written.
IDAHO CONSOLIDATED METALS CORPORATION
By: /s/ Del Xxxxxxx
-------------------------------------
President
/s/ Xxxx X. Xxx
-------------------------------
Secretary
IDAHO MINING AND DEVELOPMENT COMPANY
By: /s/ Xxx Xxxxxxx
-------------------------------------
Xxx Xxxxxxx, President
JOINT DEVELOPMENT AGREEMENT - 5
04/29/98
LIST OF CLAIMS SEPARATED INTO BLOCKS FOR
ANNUAL WORK COMMITMENT
___________ IMD SETTLEMENT AGREEMENT
File: claimlist.wb3
BLOCK 3
X. Xxxxxxx
S/S Xxxxx
S/S Ophir
A DETAILED LIST OF THE CLAIMS WITHIN THESE BLOCKS,
INCLUDING IMC NUMBERS, WILL BE PROVIDED
JOINT DEVELOPMENT AGREEMENT
This agreement made and entered into this 29th day of April 1998 by and
between Idaho Mining & Development Company, Xxx Xxxxxxx, etc., hereinafter IM&D
and Idaho Consolidated Metals Corporation hereinafter ICMC.
Whereas, the parties to this joint development agreement are or intend to
be co-owners of the mining properties (a list of which is attached hereto and
made a part hereof as exhibit A).
Whereas, the properties have been co-owned in the past and the intent of
this agreement is to establish the parties' respective rights and
responsibilities for future orderly exploration and development of any potential
mineable ore reserves on the various properties.
Whereas, ICMC shall be the operator of the joint development of the
properties with responsibilities standard to the mining industry including
without limitations those found in that certain lease between the parties on the
Golden Eagle Property entered into on April 29, 1998.
Therefore, this agreement witnesseth that in consideration of the promises
and of the mutual covenants, conditions, representations and warranties herein
set out, the parties hereto agree as follows:
Title. Title has been maintained on the properties to the best of IM&D's ability
in accordance with past agreements between the parties.
1. Neither party represents title warranties to the other
2. A procedure utilizing a statutory title preservation procedure known as
the "Small Miners Exemption" has been used to protect title to several of
the properties. Both parties are fully aware of the procedure and its
implications to clear property title for future exploration and
development.
3. IM&D agrees to provide quitclaim deed to all "Small Miner's Exemption"
properties from the exempt holder thereof reflected in Exhibit A attached.
a.) IM&D agrees to assist ICMC with whatever steps are necessary to
get title into a marketable condition if possible cost to be borne by
ICMC.
4. ICMC, as operator, agrees to record deeds, relocate claims and/or
generally take whatever action is necessary to get or keep title in a
marketable condition costs to be borne by ICMC.
JOINT DEVELOPMENT AGREEMENT - 1
5. Neither party represents to the other title can be maintained without
further action or documentation and some property may be lost. The parties
agree and hereby hold harmless each other for property lost due to
conditions beyond the party's control.
Ownership:
1. IM&D owns a undivided 40% (4/10) of the mining claims subject to this
agreement. A list of which is Exhibit A attached hereto and made a part
hereof by reference. in the event of an inadvertent document failure this
clause is controlling.
2. ICMC shall own an undivided 60% (6/10) of the mining claims subject to
this agreement. In the event of an inadvertent document failure this clause
is controlling.
Powers, Duties, and Obligations.
1. ICMC shall take whatever action is necessary concerning title promptly
and at ICMC's expenses. The obligation and responsibility to use good faith
in pursing marketable title shall be the obligation and responsibility of
ICMC.
2. Evaluation of all geological data on the properties shall commence
immediately under the direction and at the sole expense of ICMC for the
purpose of establishing a sound two year evaluation and exploration program
and for the purpose of determining the merit of each property. IM&D agrees
to provide copies of all documents containing geological data in its
possession to ICMC. All copying costs to be paid by ICMC.
3. ICMC shall have the power to make decisions as to whether a property has
merit and whether it should be "dropped" or maintained.
(A.) In the event a property is scheduled to be "dropped" it is
the obligation of ICMC to give IM&D 30 day notice prior to notice of
abandonment to the Bureau of Land Management (BLM). IM&D may elect to
keep the entire property at its own expense.
(1) ICMC agrees to provide or sign any documents required
upon said election by IM&D in order to transfer the interest
of ICMC to IM&D
4. ICMC shall be responsible for all reclamation, remediation and bonding
costs associated with operations on the claims.
JOINT DEVELOPMENT AGREEMENT - 2
Expenditure, Fees, and Maintenance
1. ICMC as "operator" shall be required to pay all Fees and Maintenance
requirements and other costs to keep the properties in good standing with
both the State of Idaho and the BLM. ICMC shall be required to pay all
reclamation, remediation and bonding costs associated with operations on
the claims.
2. ICMC shall be required to do $37,500 worth of exploration work on this
block of properties in year one (September 1, 1998 to September 1, 1999) of
the agreement.
A.) ICMC shall be required to do $75,000 worth of exploration work in
year two (September 1, 1999 and September 1, 2000) and each year
thereafter to maintain this agreement in good standing.
3. ICMC shall record an annual report of expenditures and progress of all
work on these properties. IM&D shall at all reasonable times have the right
to admit and inspection of all work on these properties. IM&D shall at all
reasonable times have the right to admit and inspection of all work on
site.
4. In the event ICMC fails to meet these work commitments IM&D at their
election may require ICMC to quitclaim deed their interest to IM&D or other
party at IM&D's request.
5. The parties are familiar with the "Force Majeure" concept as described
in the Golden Eagle Mining Lease and it shall apply to this agreement.
Option for Participation or Dilution of Interest Upon Production
In the event ICMC shall make a bona fide election to take the properties
into production the following rights and obligations shall apply.
1. ICMC shall give notice of its decision to take the property into
production
2. Therefore IM&D shall have the right to elect within 60 days of receipt
of the notice of decision to participate in production.
3. In the event IM&D elects to participate in production ICMC shall advance
40% of the pre-production costs as a loan to IM&D to be repaid by IM&D from
profits from actual production together with interest at the rate of prime
rate + 2% as published in The Wall Street Journal per annum until IM&D's
40% share of pre-production cost is paid in full. Pre-production costs
commence upon the delineation of an inferred resource as defined by the
Canadian Mining and Metallurgy Ad Hoc Committee Report of September, 1996.
In the event profit from production is inadequate to repay IM&D
JOINT DEVELOPMENT AGREEMENT - 3
share of pre-production cost, the obligation of IM&D to pay pre-production
cost is forgiven
4. In the event IM&D does not elect to participate in production, ICMC
shall have the right to proceed to production and IM&D's ownership
percentage shall decrease to 5% net smelter return. This provision shall
not be interpreted to reduce or diminish the work requirements of ICMC
herein.
First Right of Refusal.
1. Each party shall have a standard first right of refusal in the event the
other shall chose to alienate their interest.
Exploration Year. The parties recognize exploration and development is seasonal.
For the purpose of this agreement the "exploration year" shall be September 1 to
September 1 commencing September 1, 1998.
Arbitration. Any conflicts that arise under this agreement shall be submitted to
arbitration. The parties agree the arbitration shall be by the rules established
by the American Arbitration Association.
Notices. By Registered Mail.
Idaho Consolidated Metal Corporation
X X Xxx 0000
Xxxxxxxx, XX 00000
Idaho Mining and Development
Xxxxx 0, Xxx 000
Xxxxxxxxxx, XX 00000
THE PARTIES AGREE THIS DOCUMENT MIGHT BE SUBJECT TO VANCOUVER STOCK
EXCHANGE APPROVAL.
JOINT DEVELOPMENT AGREEMENT - 4
IN WITNESS WHEREOF, the parties hereto have set their hands die day and
year in this instrument first above written.
IDAHO CONSOLIDATED METALS CORPORATION
By: /s/ Del Xxxxxxx
-------------------------------------
President
/s/ Xxxx X. Xxx
-----------------------------------
Secretary
IDAHO MINING AND DEVELOPMENT COMPANY
By: /s/ Xxx Xxxxxxx
-------------------------------------
Xxx Xxxxxxx, President
JOINT DEVELOPMENT AGREEMENT - 5
04/29/98
LIST OF CLAIMS SEPARATED INTO BLOCK FOR
ANNUAL WORK COMMITMENT
__________ IMD SETTLEMENT AGREEMENT
File: claimlist.wb3
BLOCK 4
Cuddy Copper
IXL
New IXL
A DETAILED LIST OF THE CLAIMS WITHIN THESE BLOCKS,
INCLUDING IMC NUMBERS, WILL BE PROVIDED
JOINT DEVELOPMENT AGREEMENT
This agreement made and entered into this 29 day of April 1998 by and
between Idaho Mining & Development Company, Xxx Xxxxxxx, etc., hereinafter IM&D
and Idaho Consolidated Metals Corporation hereinafter ICMC.
Whereas, the parties to this joint development agreement are or intend to
be co-owners of the mining properties (a list of which is attached hereto and
made a part hereof as exhibit A).
Whereas, the properties have been co-owned in the past and the intent of
this agreement is to establish the parties' respective rights and
responsibilities for future orderly exploration and development of any potential
mineable ore reserves on the various properties.
Whereas, ICMC shall be the operator of the joint development of the
properties with responsibilities standard to the mining industry including
without limitations those found in that certain lease between the parties on the
Golden Eagle Property entered into on April 29, 1998.
Therefore, this agreement witnesseth that in consideration of the promises
and of the mutual covenants, conditions, representations and warranties herein
set out, the parties hereto agree as follows:
Title. Title has been maintained on the properties to the best of IM&D's ability
in accordance with past agreements between the parties.
1. Neither party represents title warranties to the other.
2. A procedure utilizing a statutory title preservation procedure known as
the "Small Miners Exemption" has been used to protect title to several of
the properties. Both parties are fully aware of the procedure and its
implications to clear property title for future exploration and
development.
3. IM&D agrees to provide quitclaim deed to all "Small Miner's Exemption"
properties from the exempt holder thereof reflected in Exhibit A attached.
a.) IM&D agrees to assist ICMC with whatever steps are necessary to
get title into a marketable condition if possible cost to be borne by
ICMC.
4. ICMC, as operator, agrees to record deeds, relocate claims and/or
generally take whatever action is necessary to get or keep title in a
marketable condition costs to be borne by ICMC.
JOINT DEVELOPMENT AGREEMENT - 1
5. Neither party represents to the other title can be maintained without
further action or documentation and some property may be lost. The parties
agree and hereby hold harmless each other for property lost due to
conditions beyond the party's control.
Ownership:
1. IM&D owns a undivided 40% (4/10) of the mining claims subject to this
agreement. A list of which is Exhibit A attached hereto and made a part
hereof by reference. In the event of an inadvertent document failure this
clause is controlling.
2. ICMC shall own an undivided 60% (6/10) of the mining claims subject to
this agreement. In the event of an inadvertent document failure this clause
is controlling.
Powers, Duties, and Obligations.
1. ICMC shall take whatever action is necessary concerning title promptly
and at ICMC's expenses. The obligation and responsibility to use good faith
in pursing marketable title shall be the obligation and responsibility of
ICMC.
2. Evaluation of all geological data on the properties shaft commence
immediately under the direction and at the sole expense of ICMC for the
purpose of establishing a sound two year evaluation and exploration program
and for the purpose of determining the merit of each property. IM&D agrees
to provide copies of all documents containing geological data in its
possession to ICMC. All copying costs to be paid by ICMC.
3. ICMC shall have the power to make decisions as to whether a property has
merit and whether it should be "dropped" or maintained.
(A.) In the event a property is scheduled to be "dropped" it is
the obligation of ICMC to give IM&D 30 day notice prior to notice of
abandonment to the Bureau of Land Management (BLM). IM&D may elect to
keep the entire property at its own expense.
(1) ICMC agrees to provide or sign any documents required
upon said election by IM&D in order to transfer the interest
of ICMC to IM&D.
4. ICMC shall be responsible for all reclamation, remediation and bonding
costs associated with operations on the claims
JOINT DEVELOPMENT AGREEMENT - 2
Expenditure, Fees, and Maintenance
1. ICMC as "operator" shall be required to pay all Fees and Maintenance
requirements and other costs to keep the properties in good standing with
both the State of Idaho and the BLM. ICMC shall be required to pay all
reclamation, remediation and bonding costs associated with operations on
the claims.
2. ICMC shall be required to do $37,500 worth of exploration work on this
block of properties in year one (September 1, 1998 to September 1, 1999) of
the agreement.
A.) ICMC shall be required to do $75,000 worth of exploration work -in
year two (September 1, 1999 and September 1, 2000) and each year
thereafter to maintain this agreement in good standing.
3. ICMC shall record an annual report of expenditures and progress of all
work on these properties. IM&D shall at all reasonable times have the right
to admit and inspection of all work on these properties. IM&D shall at all
reasonable times have the right to admit and inspection of all work on
site.
4. In the event ICMC fails to meet these work commitments IM&D at their
election may require ICMC to quitclaim deed their interest to IM&D or other
party at IM&D's request.
5. The parties are familiar with the "Force Majeure" concept as described
in the Golden Eagle Mining Lease and it shall apply to this agreement.
Option for Participation or Dilution of Interest Upon Production
In the event ICMC shall make a bona fide election to take the properties
into production the following rights and obligations shall apply.
1. ICMC shall give notice of its decision to take the property into
production
2. Therefore IM&D shall have the night to elect within 60 days of receipt
of the notice of decision to participate in production.
3. In the event IM&D elects to participate in production ICMC shall advance
40% of the pre-production costs as a loan to IM&D to be repaid by IM&D from
profits from actual production together with interest at the rate of prime
rate +2% as published in The Wall Street Journal per annum until IM&D's 40%
share of pre-production cost is paid in full. Pre-production costs commence
upon the delineation of an inferred resource as defined by the Canadian
Mining and Metallurgy Ad Hoc Committee Report of September, 1996. In the
event profit from production is inadequate to repay IM&D
JOINT DEVELOPMENT AGREEMENT - 3
share of pre-production cost, the obligation of IM&D to pay pre-production
cost is forgiven.
4. In the event IM&D does not elect to participate in production, ICMC
shall have the right to proceed to production and IM&D's ownership
percentage shall decrease to 5% net smelter return. This provision shall
not be interpreted to reduce or diminish the work requirements of ICMC
herein.
First Right of Refusal.
1. Each party shall have a standard first right of refusal in the event the
other shall chose to alienate their interest.
Exploration Year. The parties recognize exploration and development is seasonal.
For the purpose of this agreement the "exploration year" shall be September 1 to
September 1 commencing September 1, 1998.
Arbitration. Any conflicts that arise under this agreement shall be submitted to
arbitration. The parties agree the arbitration shall be by the rules established
by the American Arbitration Association.
Notices. By Registered Mail.
Idaho Consolidated Metal Corporation
X X Xxx 0000
Xxxxxxxx, XX 00000
Idaho Mining and Development
Xxxxx 0, Xxx 000
Xxxxxxxxxx, XX 00000
THE PARTIES AGREE TIES DOCUMENT MIGHT BE SUBJECT TO VANCOUVER STOCK
EXCHANGE APPROVAL.
JOINT DEVELOPMENT AGREEMENT - 4
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year in this instrument first above written.
IDAHO CONSOLIDATED METALS CORPORATION
By: /s/ Del Xxxxxxx
-------------------------------------
President
/s/ Xxxx X. Xxx
------------------------------------
Secretary
IDAHO MINING AND DEVELOPMENT COMPANY
By: /s/ Xxx Xxxxxxx
-------------------------------------
Xxx Xxxxxxx, President
JOINT DEVELOPMENT AGREEMENT - 5
04/29/98
LIST OF CLAIMS SEPARATED INTO BLOCKS FOR
ANNUAL WORK COMMITMENT
__________ IMD SETTLEMENT AGREEMENT
File: claimlist.wb3
BLOCK 2
Buster Extension
Coeur d'Xxxxx
Xxxxxx
Tonapah
Union D
A DETAILED LIST OF THE CLAIMS WITHIN THESE BLOCKS,
INCLUDING IMC NUMBERS, WILL BE PROVIDED
