DEED OF TRUST, SECURITY AGREEMENT,
FINANCING STATEMENT AND
ASSIGNMENT OF PRODUCTION AND PROCEEDS
dated as of January 16, 1997
by and among
GOLD CAPITAL CORPORATION
and
XXXXXXX TITLE OF NORTHEASTERN NEVADA
(as Trustee)
and
GLOBEX MINING ENTERPRISES, INC.
--------------------------------------------------------------------------------
WHEN RECORDED PLEASE
RETURN TO:
Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxxxx & Xxxxxx LLP
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
(000) 000-0000
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THIS DEED OF TRUST SHALL BE EFFECTIVE AS A FIXTURE FILING, AND SHALL BE INDEXED
NOT ONLY AS A DEED OF TRUST BUT ALSO AS A FIXTURE FILING.
DEED OF TRUST, SECURITY AGREEMENT, FINANCING
STATEMENT AND ASSIGNMENT OF PRODUCTION AND PROCEEDS
---------------------------------------------------
THIS DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT
OF PRODUCTION AND PROCEEDS (this "Deed of Trust"), dated as of January 16, 1997
is made by and among GOLD CAPITAL CORPORATION, a Colorado corporation (the
"Company"), whose address is 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx,
Xxxxxxxx XXX 00000, and XXXXXXX TITLE OF NORTHEASTERN NEVADA, a Nevada
corporation (the "Trustee"), whose address is 000 Xxxxx Xxxxxx, Xxxx, Xxxxxx
00000, for the benefit of GLOBEX MINING ENTERPRISES, INC., a Quebec corporation
(the "Lender"), whose address is 000 - 00xx Xxxxxx, Xxxxx-Xxxxxxx, Xxxxxx,
Xxxxxx X0X 0X0.
Recitals
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A. The Company has entered into a Loan Agreement with the
Lender and Tonkin Springs Venture Limited Partnership, a Nevada limited
partnership ("TSVLP") dated January 16, 1997 (the "Loan Agreement"), whereunder
the Lender committed to extend credit and make loans to the Company, subject to
the terms and conditions stated in the Loan Agreement, consisting of an Initial
Advance of $415,000 and such additional amounts as may be advanced pursuant to
the Loan Agreement (the "Loan");
B. Pursuant to the Loan Agreement, the Company has executed a promissory
note (the "Note"), under which the aggregate principal amount and the interest
thereon are due and payable not later than the earlier of (i) the date of full
execution and delivery of definitive agreements by which the Lender acquires all
of the issued and outstanding shares of common stock of the Company, or (ii)
August 30, 1997;
C. It is a condition precedent to the Lender making the Loan to the Company
under the Loan Agreement that the Company shall have granted the liens and
security interests contemplated by this Deed of Trust; and
D. All capitalized terms not defined herein shall have the same meaning as
set forth in the Loan Agreement.
Agreement
---------
NOW, THEREFORE, in consideration of the premises and in order to induce the
Lender to make the Loan and disburse funds pursuant to the Loan Agreement, the
Company hereby agrees with the Trustee and the Lender as follows:
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ARTICLE I
GRANT OF SECURITY
-----------------
1.1 The Collateral. In order to secure the payment of the Indebtedness (as
defined herein), the Company hereby grants, bargains, sells, assigns, transfers,
pledges, conveys and mortgages to the Trustee for the benefit of the Lender, and
for the same consideration grants a security interest to the Lender in, the
following real and personal property, rights, title and interests (collectively,
the "Collateral"):
(a) Lands. All of the Company's present or hereafter acquired right,
title and interest in and to (i) the agreements (and the properties covered
thereby) described in Part 1 of Schedule A attached hereto and (ii) the
unpatented mining claims and millsites, all described in Part 2 of Schedule A
attached hereto, located in Eureka County, Nevada (collectively, the "Lands").
(b) Improvements. All of the Company's present or hereafter acquired
right, title and interest in and to all buildings, structures and improvements
now or hereafter located or erected on the Lands (the "Improvements") and any
and all easements, licenses and rights-of-way used in connection therewith.
(c) Water Rights. All of the Company's present or hereafter acquired
water and water rights, ditch and ditch rights, reservoir and reservoir rights
of whatever nature or kind, used in relation to the Lands, including, but not
limited to, the water rights described in Part 3 of Schedule A attached hereto.
(d) Minerals. All ores, minerals and mineral resources, whether in
place, mined or unmined, work in progress, produced or severed, in finished or
unfinished form, in, on, under or derived from the Lands and to which the
Company is presently or hereafter entitled (herein called the "Minerals").
(e) Personal Property. All of the Company's present or hereafter
acquired right, title and interest in and to the surface or subsurface
machinery, furniture, goods, equipment, supplies, raw materials, goods in
process, work in process, finished and unfinished products, wares and
merchandise, inventory, all documents of title, and other personal property,
structures and fixtures, as defined under applicable law, now or hereafter
located in, on, under or affixed to the Lands or the Improvements which are used
or acquired for the production, treatment, processing, storage, transportation,
manufacture or sale of the Minerals and any replacements thereof, substitutions
therefor or accessions thereto (the "Operating Equipment"), including, but not
limited to, the personal property listed in Schedule B attached hereto.
(f) Contract Rights. All of the Company's present or hereafter
acquired right, title and interest in and to all deeds, leases, contracts and
agreements for the use, sale or assignment of property, whether tangible or
intangible, leaseholds, mortgages, assignments, options and licenses of every
kind and description, and all documents and muniments of title relating to or in
any way connected with the Lands or the Operating Equipment, whether tangible or
intangible;
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(g) General Intangibles. All of the Company's present or hereafter
acquired right, title or interest in and to general intangibles of every kind
whatsoever and all files, books, records and other writings of the Joint Venture
(as defined below), including without limitation, all records and books of
account, all minute books and all stock ledgers, and also including, without
limitation, all computer programs and tapes and all electronic data processing
software and all other computer software, and all information of every
description recorded or contained or stored in any of the foregoing, all rights
of access to computer service bureaus, all service bureau service contracts, all
computer data and all concepts and ideas on which said data is based, all
developmental ideas and concepts, all papers, drawings, blueprints, sketches and
documents relating to any of the Collateral, all databases, supplier and
customer lists, all trade secrets, patents, trademarks and service marks and all
applications for and licenses, rights and interests to or under or in respect of
any patents, trademarks, trade names or copyrights;
(h) Products. All of the Company's present or hereafter acquired
right, title and interest in and to the severed and extracted Minerals produced
from the Lands or the Project.
(i) Proceeds. All the cash and noncash proceeds and products of the
property described in subparagraphs (a) through (h) above now existing or
hereafter arising, including, without limitation, whatever is received upon the
sale, exchange, collection or other disposition of said property and the
insurance payable by reason of loss or damage to said property (the "Proceeds"),
and all additions thereto, substitutions and replacements thereof or accessions
thereto.
(j) All of the interest and rights of the Company under that certain
Joint Venture Agreement between the Company and TSVLP dated as of December 31,
1993 (the "Mining Venture Agreement") creating the Tonkin Springs Project Joint
Venture (the "Joint Venture") and governing operations at the Tonkin Springs
Project in Eureka County, Nevada (the "Project"), including all of the income,
products and proceeds of, and all additions, substitutions and accessions to,
the properties and assets described in subparagraphs (a)-(i) above.
TO HAVE AND TO HOLD all of the Collateral, together with all of the rights,
privileges, benefits, hereditaments and appurtenances in any wise belonging,
incidental or appertaining thereto, to the Trustee IN TRUST, NEVERTHELESS, for
the security and benefit of the Lender and its successors and assigns, subject
to all of the terms, conditions, covenants, agreements and trusts herein set
forth. In accordance with Article 21 of that certain lease effective January 1,
1986, among the Xxxx X. Xxxxxxxx Trust, Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx,
as lessors, and TSVLP, as lessee, which is expressly incorporated into this Deed
of Trust, the Company acknowledges that the assignment of its interest in that
lease pursuant to this Deed of Trust shall be null and void unless the Company
provides the lessors thereunder with a bona fide copy of this Deed of Trust and
any exhibits, attachments, amendments, or modifications hereto within thirty
(30) days after the date of execution of this Deed of Trust.
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ARTICLE II
INDEBTEDNESS SECURED
--------------------
2.1 Obligations Secured. This instrument is executed and delivered by the
Company to secure and enforce the payment and satisfaction of the Company's
indebtedness under the Loan Agreement and as described below (collectively, the
"Indebtedness"):
(a) All sums advanced to the Company pursuant to the Loan Agreement as
evidenced by the Note and all interest on the sums so advanced;
(b) All sums advanced and costs and expenses incurred by the Lender in
collecting any Indebtedness (directly or on its behalf by the Trustee),
including, without limitation, all reasonable legal fees and expenses, made or
incurred in connection with the Indebtedness or any part thereof, any renewal,
extension or change of or substitution for the Indebtedness or any part thereof,
or the acquisition or perfection of the security therefor, whether such
advances, costs and expenses were made and incurred at the request of the
Company, the Trustee or the Lender; and
(c) All renewals, extensions, amendments and changes of, or
substitutions for, all or any part of the items described under (a) and (b)
above.
ARTICLE III
COVENANTS, REPRESENTATIONS AND WARRANTIES
-----------------------------------------
3.1 Representations and Warranties. The Company represents and warrants to
the Trustee and the Lender that:
(a) Existence. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Colorado, and is
qualified to do business and in good standing in the State of Nevada. The
Company is qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business transacted
by it or the nature of the property owned or leased by it makes such
qualification necessary and where failure to so qualify would have a material
adverse effect on the ability of the Company to perform its obligations under
this Deed of Trust.
(b) Authority. The Company has all necessary corporate power and
authority to execute, deliver, observe and perform the terms of this Deed of
Trust. Neither the Company's execution and delivery of this Deed of Trust, nor
the performance or observance by the Company of the provisions hereof, violates,
or will violate, any provisions in the Company's articles of incorporation or
bylaws, or will constitute a default or a violation under, or result in the
imposition of any lien under, or conflict with, or result in any breach of any
of the provisions of, any existing contract or other obligation binding upon the
Company or its property or the Collateral. This Deed of Trust has been duly
executed and delivered by the Company and is a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms (subject to applicable bankruptcy, reorganization, insolvency or
similar laws affecting the enforcement of
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creditors' rights generally). The Company's obligations hereunder will rank not
less than pari passu with all of the Company's secured indebtedness to TSVLP, as
evidenced by the TSVLP Security Agreement.
(c) Litigation; Taxes. Except for Permitted Liens, there are no legal
or arbitral proceedings or any proceedings by or before any judicial,
governmental or regulatory body, now pending, or (to the knowledge of the
Company) threatened, against the Company or pertaining to or which could affect
any of its property which, if adversely determined, could have a material
adverse effect on the ability of the Company to perform its obligations under
this Deed of Trust, or which could have a material adverse impact on the
Project. The Company has filed all United States Federal income tax returns and
all other material tax returns which are required to be filed by it and has paid
all taxes due pursuant to such returns or pursuant to any assessment received by
the Company or any of its subsidiaries. The charges, accruals and reserves on
the books of the Company and its subsidiaries in respect of taxes and other
governmental charges are, in the opinion of the Company, adequate therefor.
(d) Financial Condition; No Material Adverse Effect. The Company has
delivered to the Lender audited consolidated financial statements as of and for
the year ended December 31, 1995 and unaudited consolidated financial statements
for the three quarters ended September 30, 1996, which have been certified by
the principal financial officer of the Company. Such financial statements are
complete and correct in all material respects and have been prepared in
accordance with generally accepted accounting principles consistently applied
and fairly and accurately present the financial position of the Company as of
said dates and the results of its operations for the periods then ended
(subject, in the case of unaudited quarterly financial statements, to normal and
customary year-end adjustments). Since September 30, 1996, to the best of the
Company's knowledge (except as set forth on the Schedules to the Loan
Agreement), no event or condition has occurred that reasonably could be expected
to have a material adverse effect on the ability of the Company to perform its
obligations under this Deed of Trust.
(e) No Approvals or Consents. No authorization or approval or other
action by, and no notice to or filing with, any court, governmental authority or
regulatory body, and no approval or consent of any other third party, is
required for the due execution, delivery and performance by the Company of this
Deed of Trust, or any other agreements or instruments required of the Company by
this Agreement.
(f) Title to Properties.
(i) The Company owns an undivided sixty percent (60%) interest in
and to the Project pursuant to the provisions of the Mining Venture
Agreement. The Mining Venture Agreement is in full force and effect;
provided, however, that the parties acknowledge that the Company is in
technical default under the Mining Venture Agreement as to the
performance of certain of the Company's obligations as Manager
thereunder.
-5-
(ii) (A) The Company owns an undivided sixty percent (60%)
interest, and, to the best of the Company's knowledge, TSVLP owns
an undivided forty percent (40%) interest in and to all of the
unpatented lode mining claims comprising a portion of the Project
and which are described in Schedule A-1 to the Deed of Trust,
which title is, subject to Liens held by TSVLP, Permitted Liens,
and the Royalties described in Loan Agreement, superior and
paramount to any adverse claim or right of title which may be
asserted subject only to the paramount title of the United States
as to any unpatented mining claims and the rights of third
parties to such unpatented mining claims pursuant to the Multiple
Mineral Development Act of 1954 and the Surface Resources and
Multiple Use Act of 1955.
(B) The Company and TSVLP are tenants in common and hold an
undivided one hundred percent (100%) leasehold interest in and to
each of the Mining Leases. Each of the Mining Leases is in full
force and effect, the lessee has performed all of its obligations
thereunder (except for payment of the Advance Minimum Royalty
payment due thereunder between January 1 and 15, 1997), and
neither party is in default thereunder. To the best of the
Company's knowledge, the title of the lessor under each of the
Mining Leases to the unpatented mining claims covered thereby is,
subject to Liens held by TSVLP, and the Royalties described in
the Loan Agreement, superior and paramount to any adverse claim
or right of title which may be asserted subject only to the
paramount title of the United States as to any unpatented mining
claims and the rights of third parties to such unpatented mining
claims pursuant to the Multiple Mineral Development Act of 1954
and the Surface Resources and Multiple Use Act of 1955.
(iii) With respect to the unpatented lode mining claims and
millsites listed on Schedule A-1 attached hereto; (1) the Company is
in exclusive possession thereof, free and clear of all liens, claims,
encumbrances or other burdens on production (other than Permitted
Liens, the Lien held by TSVLP pursuant to the TSVLP Security Agreement
and the Royalties described in the Loan Agreement); (2) the claims
were located, staked, filed and recorded on available public domain
land in compliance with all applicable state and federal laws and
regulations; (3) assessment work, intended in good faith to satisfy
the requirements of state and federal laws and regulations and
generally regarded in the mining industry as sufficient, for all
assessment years up to and including the assessment year ending
September 1, 1992, was timely performed on or for the benefit of the
claims and affidavits evidencing such work were timely recorded; (4)
claim rental and maintenance fees required to be paid under federal
law in lieu of the performance of assessment work, in order to
maintain the claims commencing with the assessment year ending on
September 1, 1993 and through the assessment year ending on September
1, 1997, have been timely and properly paid, and affidavits or other
notices evidencing such payments and required under federal or state
laws or
-6-
regulations have been timely and properly filed or recorded; (5) all
filings with the BLM with respect to the claims which are required
under the Federal Land Policy and management act of 1976 ("FLPMA")
have been timely and properly made, and (6) there are no actions or
administrative or other proceedings pending or to the best of the
Company's knowledge threatened against or affecting the claims. With
respect to the unpatented lode mining claims and millsites listed on
Schedule A-2 attached hereto; (1) the Company is in exclusive
possession thereof, free and clear of all liens, claims, encumbrances
or other burdens of production (except as set forth in the Mining
Leases); (2) to the best of the Company's knowledge, the claims were
located, staked, filed and recorded on available public domain land in
compliance with all applicable state and federal laws and regulations;
(3) to the best of the Company's knowledge, assessment work, intended
in good faith to satisfy the requirement of state and federal laws and
regulations and generally regarded in the mining industry is
sufficient, for all assessment years up to and including the
assessment year ending year ending September 1, 1992, was timely
performed or for the benefit of the claims and affidavits evidencing
such work were timely recorded; (4) claim rental and maintenance fees
required to be paid under federal law in lieu of the performance of
assessment work, in order to maintain the claims commencing with the
assessment year ending on September 1, 1993 and through the assessment
year ending on September 1, 1997, have been timely and properly paid,
and affidavits or other notices evidencing such payment and required
under federal or state laws or regulations have been timely and
properly filed and recorded; (5) all filings with the BLM with respect
to the claims which are required under FLPMA have been timely and
properly made; and (6) there are no actions or administrative or other
proceedings pending or to the best of the Company's knowledge
threatened against or affecting the claims. Nothing herein shall be
deemed a representation that any unpatented claim listed on Schedule A
contains a discovery of valuable minerals. In addition, with respect
to each of the unpatented mining claims listed on Schedule A, the
Company represents that they have been remonumented as necessary, and
that evidence of such remonumentation has been timely and properly
recorded, all in compliance with the provisions of N.R.S.Section
517.030.
(iv) The Company has good and marketable title to the Operating
Equipment described in Schedule B attached hereto. The Lands that are
described in Schedule A attached hereto and the Operating Equipment
described in Schedule B attached hereto constitute all of the
properties and assets, tangible or intangible, real or personal, which
are used in the conduct of the business of the Company, as such
business is presently being conducted and as pertains to the Project.
All such properties and assets are owned free and clear of all clouds
to title and of all Liens, except Permitted Liens and Liens created
under the TSVLP Security Agreement. All of the Operating Equipment
described in Schedule B attached hereto is in a state of repair
adequate for normal operations and is in all material respects in good
working order.
(g) Leases and Royalties. The Lands described in Schedule A attached
hereto are not subject to any leases or other agreements other than the
Mining Leases. The Lands described in Schedule A attached hereto are not
subject to any Royalties burdening such Lands except as set forth in
Schedule 5.7 to the Loan Agreement and the Mining Leases. For purposes
hereof, "Royalties" shall mean all
-7-
amounts payable as a share of the product or profit or profit from the
Lands or any mineral products produced therefrom and includes without
limitation, production payments, net profits interests, net smelter return
royalties, landowner's royalties, minimum royalties, overriding royalties
and royalty bonuses.
(h) Agreements. Other than the Material Project Agreements, the
Company is not a party to any agreement or instrument or subject to any
charter or other corporate restriction adversely affecting its business or
the Project. Except for failure to make payments required under certain of
the Material Project Agreements, as set forth in the Loan Agreement, all
such Material Project Agreements are in full force and effect and the
Company is not (nor, to the Company's best knowledge, is any other party to
such agreements) in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in any
Material Project Agreement or any other agreement or instrument to which it
is a party, the effect of which would have a material adverse effect on the
financial condition, properties or operations of the Company or on the
Collateral. Copies of all such Material Project Agreements have been
delivered to the Lender and its counsel and are full, complete and current
copies of such agreements.
(i) Compliance with Laws. With respect to the Project and operations
undertaken at the Project or in connection therewith, the Company, except
as set forth in Schedule 5.9 of the Loan Agreement, has complied in all
material respects with all applicable local, state and federal laws,
including Environmental Laws, and regulations relating to the operation of
the Project, and the Company is not aware of any investigation (other than
a routine inspection) of the Company or the Project underway by any local,
state or federal agency with respect to enforcement of such laws and
regulations. The existing and planned use of the Project complies with all
legal requirements, including, but not limited to, applicable zoning in
ordinances, regulations and restrictive covenants affecting the Lands as
well as all environmental, ecological, landmark and other applicable laws
and regulations; and all requirements for such use have been satisfied. No
release, emission or discharge into the environment of hazardous
substances, as defined under any Environmental Law, has occurred or is
presently occurring or will occur in operating the Project in its intended
form in excess of federal or state permitted release levels or reportable
quantities, or other concentrations, standards or limitations under the
foregoing laws or under any other federal, state or local laws, regulations
or governmental approvals in connection with the construction, ore
treatment, fuel supply, power generation and transmission or waste
disposal, or any other operations or processes relating to the Project. The
Lands and the Company's use and proposed use thereof are not and will not
be in violation of any environmental, occupational safety and health or
other applicable law now in effect, the effect of which violation, in any
case or in the aggregate, would materially adversely affect the Lands or
the Company's use thereof, or which, in any case or in the aggregate, would
impose a material liability on the Lender or jeopardize the interest of the
Lender in the Lands. Except as set forth in Schedule 5.9 of the Loan
Agreement, the Company has no knowledge of any past or existing violations
of any such laws, ordinances or regulations issued by any governmental
authority.
-8-
(j) Permits Affecting Properties. The Company has obtained as set
forth in Schedule 5.10 to the Loan Agreement all licenses, operating bonds
(other than the reclamation bond required by the BLM), permits and
approvals from all governments, governmental commissions, boards and other
agencies required in respect to its present operations at the Project, but
the Company does not warrant that those constitute all of the permits that
will be required for the Project. Copies of all such Material Project
Permits have been made available to the Lender and are full, complete and
current copies of same.
(k) Prior Security Interest. Except for the due and timely filing or
recording of any Security Document (and except for the delivery to the
Lender of any Collateral as to which possession is the only method of
perfecting a security interest in or Lien on such Collateral), no further
action is necessary to establish and perfect the Lender's prior security
interest in or shared first Lien on all Collateral other than Collateral
subject to Permitted Liens and the Lien created by the TSVLP Security
Agreement.
3.2 Affirmative Covenants. The Company covenants and agrees with the Lender
that so long as any of the Indebtedness secured hereby remains unpaid (unless
the Lender shall have otherwise consented in writing):
(a) Due Payment. The Company will pay when due, or within any
applicable grace periods with respect thereto, any and all amounts for
which it is obligated under the terms of the Loan Agreement, and the Note
and this Deed of Trust and will comply with all of the terms and provisions
thereof and hereof;
(b) Perfection; Maintenance of Liens. The Company shall promptly, at
the Company's own expense and insofar as not contrary to applicable law,
file and refile in such offices, at such times and as often as may be
necessary, any instrument as may be necessary to create, perfect, maintain
and preserve the lien and security interest intended to be created hereby
and the rights and remedies hereunder; shall promptly furnish to the Lender
evidence satisfactory to the Lender of all such filings and refilings; and
otherwise shall do all things necessary or expedient to be done to
effectively create, perfect, maintain and preserve the liens and security
interests intended to be created hereby as a valid lien of first priority
on real property and fixtures and a perfected security interest in personal
property and fixtures, subject to Permitted Liens and the Lien created by
the TSVLP Security Agreement, and hereby authorizes the Trustee and the
Lender to file one or more financing or continuation statements, and
amendments thereto, relative to any or all of the Collateral without the
signature of the Company, where permitted by law;
(c) Maintenance of Lands. The Company will (i) cause each of the
agreements described in Part 1 of Schedule A and any water rights, rights
of way, easements or privileges owned or hereafter acquired by or for the
Project and necessary or appropriate to the operation of a mine or mines
upon the Lands to be kept in full force and effect by the payment of
whatever sums may become payable and by the fulfillment of whatever other
obligations, and the performance of whatever other acts may be required to
the end that forfeiture or termination of each such interest shall be
prevented unless the termination, forfeiture or other relinquishment of the
interest is authorized by any operating plan or plan of operations then in
effect thereunder, (ii) conduct all mining and related operations in
-9-
accordance with good and minerlike practice, (iii) timely perform adequate
amounts of annual assessment work sufficient to maintain the unpatented
mining claims listed on Schedule A so long as this Deed of Trust remains in
effect, or timely pay all required federal claim maintenance fees required
in lieu thereof, and timely record and file in the appropriate county and
federal offices adequate affidavits and notices of the timely performance
of such work or timely payment of such fees, and amend, relocate, locate
new mining claims and apply for patents with respect to those unpatented
mining claims as reasonably necessary to protect the Company's and the
Lender's interest in the Collateral, (iv) permit the Lender, through its
employees and agents, to enter upon the Lands for the purpose of
investigating and inspecting the condition and operation of the Collateral,
and do all other things necessary or proper to enable the Lender to
exercise this right upon reasonable notice at such times as the Lender may
reasonably request, and (v) do all other things necessary to preserve the
Lender's interest in the Collateral;
(d) Maintenance of Collateral. The Company will keep all Improvements,
Operating Equipment, inventory and fixtures of every kind now or hereafter
included in the Collateral in good working order, and all repairs,
renewals, replacements, additions, substitutions and improvements needful
to such end shall be promptly made;
(e) Compliance with Laws. The Company will comply with all lawful
rulings and regulations of each regulatory authority or governmental agency
having jurisdiction over the Lands and the Project;
(f) Payment of Obligations. The Company will pay when due all
liabilities of any nature, including all liabilities for labor and material
and equipment, incurred in or arising from the administration or operation
of the Lands and the Project;
(g) Protection of Collateral. The Company will protect every part of
the Collateral from removal, destruction and damage, and will protect same
from the doing or suffering to be done of any act, other than the use of
the Collateral as hereby contemplated, whereby the value of the Collateral
may be lessened;
(h) Insurance. The Company will carry (i) workmen's compensation
insurance covering persons who are employed by or for the benefit of the
Project in compliance with applicable laws, and (ii) other insurance as
required by the Mining Venture Agreement;
(i) Further Assurances. The Company shall execute, acknowledge and
deliver to the Lender such other and further instruments and do such other
acts as in the opinion of the Lender may be necessary or desirable to
effect the intent of this Deed of Trust, upon the reasonable request of the
Lender and at the Company's expense;
(j) Defend Title. If the title or the right of the Company or the
Lender to the Lands or any other Collateral or any part thereof shall be
attacked, either directly or indirectly, or if any legal proceedings are
commenced against the Company, the Company shall promptly give written
notice thereof to the Lender and, at the Company's own expense, shall
proceed diligently to defend against any such attack or proceedings, and
the Lender may take such independent action in connection therewith as it
may, in its reasonable discretion, deem advisable to protect its interest
in the Collateral, and all costs, expenses and reasonable attorneys' fees
incurred by the Lender in connection therewith shall be a demand obligation
owing by the Company to the Lender, and shall bear interest at the rate
specified in the Loan Agreement from the date such expenses are incurred
until paid, and shall be part of the Obligations;
-10-
(k) Change in General Mining Law. In the event of the repeal or
substantial modification of the current General Mining Law of 1872 during
the term of the Loan Agreement and this Deed of Trust, such that the
interest of the Company in those lands which are material to the
exploration, development or operation of the Lands and the Project is
modified or transformed, the Company will use its best efforts to retain
its interest in those lands and will consult with the Lender to determine
how best to preserve the interest of the Company and the Lender's interest
in the affected Collateral, and the Company shall take no action, which in
the reasonable opinion of the Lender or its counsel could adversely affect
or impair the Lender's interest in the Collateral or under this Deed of
Trust;
(l) Information. The Company shall promptly furnish to the Lender such
information concerning the Company, the Company's business affairs and
financial condition, the Collateral and the operations and financial
condition of the Company and the Project as the Lender may reasonably
request in accordance with the Loan Agreement; and
(m) Access. The Company shall keep proper books, records and accounts
in which complete and correct entries shall be made of the Company's
transactions in accordance with generally accepted accounting principles,
and shall keep the records concerning the accounts and contract rights
included in the Collateral at the Company's place of business, and the
Lender shall have the right to inspect such records, and the Company shall
furnish copies upon reasonable request and upon reasonable notice in
accordance with the Loan Agreement.
3.3 Negative Covenants. The Company covenants and agrees with the Lender
that, so long as any of the Indebtedness secured hereby remains unpaid, the
Company shall not, either directly or indirectly, without the prior written
consent of the Lender:
(a) No Disposition of Assets. Except as permitted under the Loan
Agreement, dispose of any fixed or capital assets of the Company other than
for full, fair and reasonable consideration enter into any sale and
leaseback agreement covering any of its fixed or capital assets;
(b) No Debt. Except as permitted under the Loan Agreement, incur,
create, assume or permit any Debt to exist or incur, create or enter into
any guaranty of any obligation of any other person or entity;
(c) No Liens. Except as permitted under the Loan Agreement, create,
assume or suffer to exist any Lien on any of the Project property, real or
personal or mixed, whether now owned or hereinafter acquired, except
Permitted Liens and the Lien created by the TSVLP Security Agreement;
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(d) Changes in Business. Except as permitted under the Loan Agreement,
liquidate or dissolve, or enter into any consolidation, merger, or enter
into any partnership, joint venture or other combination where such
combination involves a contribution by the Company of all or a substantial
portion of its assets, or sell, lease or dispose of its business or assets
of the Company; or
(e) Changes in Activities. Engage in any business activities or
operations substantially different from or unrelated to the gold
exploration, development, mining or production business.
3.4 Performance by the Lender. The Company covenants and agrees with the
Lender that if the Company fails to perform any act which it is required to
perform hereunder, or if the Company fails to pay any money which it is required
to pay hereunder, the Lender may, but shall not be obligated to, perform or
cause to be performed such act and may pay such money, and any expenses so
incurred by the Lender, and any money so paid by the Lender shall be a demand
obligation owing by the Company to the Lender, and shall bear interest at the
rate specified in the Loan Agreement from the date of making such payment until
paid and shall be a part of the Obligations hereby secured. No such advancement
or expenditure thereof shall relieve the Company of any default under the terms
of this Deed of Trust.
ARTICLE IV
COLLECTION OF PRODUCTION PROCEEDS
---------------------------------
4.1 The Lender's Receipt of Production Proceeds. Pursuant to the assignment
and security interest granted hereby, and except as provided in the agreements
listed in Part 1 of Schedule A attached hereto, the Company has transferred and
assigned to the Lender as collateral security all Minerals (and the Proceeds
therefrom) which are extracted from or attainable to the Lands beginning on the
date hereof. After an Event of Default, as defined in Article VI below, shall
have occurred and is continuing and upon notice from the Lender (and subject to
the terms and conditions of that Intercreditor Agreement between Lender and
TSVLP of even date herewith, referred to hereinafter as the "Intercreditor
Agreement"), all parties producing, purchasing and receiving Minerals or the
Proceeds therefrom are authorized and directed to treat the Lender as the person
entitled in the Company's place and stead to receive the same, and the Company
hereby irrevocably appoints the Lender to serve as the Company's
attorney-in-fact while this instrument is in force and effect for such purpose;
and, further, those parties will be fully protected in so treating the Lender
and will be under no obligation to see to the application by the Lender of any
Proceeds received by it. In this connection, the Company agrees to furnish to
the Lender promptly the name and address of each new or additional party who
hereafter becomes a purchaser of such Minerals; and the Company further agrees
that, if any Proceeds from such Minerals are hereafter paid to the Company, they
shall constitute trust funds in the hands of the Company and after any Event of
Default shall have occurred and be continuing shall be forthwith paid over by
the Company to the Lender. The Company shall, if and when requested by the
Lender, execute and file with any production purchaser a payment instruction or
other instrument declaring the Lender to be entitled to the Proceeds and severed
Minerals and instructing such purchaser to pay such Proceeds to the Lender.
-12-
4.2 Application of Proceeds. All payments of Proceeds received by the
Lender pursuant to Section 4.1 above shall be applied as follows:
(a) first, to the payment of all accrued interest and fees then due
and owing to the Lender on the Note or otherwise as of the date such
application is made;
(b) next, to the payment of all costs and expenses incurred in
connection with the collection and receipt of all such Proceeds and all
other unreimbursed expenses incurred pursuant to Section 6.4 below;
(c) next, to the outstanding principal amount then due and owing to
the Lender hereunder on the Loan as of the date that such application is
made;
(d) next, at the Lender's election, to the payment of any other
Indebtedness then due and owing; and
(e) next, the excess to the Company.
After any Event of Default shall have occurred and been continuing, the
Lender may at its option hold any surplus balances from payments of Proceeds
received by the Lender pursuant to Section 4.1 for application to the
indebtedness under the Note as it becomes due and payable.
4.3 The Company's Payment Duties. Nothing contained herein will limit the
Company's duty to make payment on the Indebtedness when the Proceeds received by
the Lender pursuant to this Article IV are insufficient to pay the costs,
interest and principal thereof then owing, and the receipt of Proceeds by the
Lender will be in addition to all other security now or hereafter existing to
secure payment of the Indebtedness.
4.4 Liability of the Lender. The Lender has no obligation to enforce
collection of any Proceeds and is hereby released from all responsibility in
connection therewith except the responsibility to account for Proceeds actually
received.
4.5 Indemnification. The Company agrees to indemnify the Lender against all
claims, actions, liabilities, losses, judgments, attorneys' and consultants'
fees, costs and expenses and other charges of any description whatsoever (all of
which are hereafter referred to in this Section 4.5 as "Claims") made against or
sustained or incurred by the Lender as a consequence of the assertion, either
before or after the payment in full of the Indebtedness, that the Lender
received Minerals or Proceeds pursuant to this instrument. The Lender will have
the right to employ attorneys and to defend against any Claims, and, unless
furnished with satisfactory indemnity, the Lender will have the right to pay or
compromise and adjust all Claims in its sole discretion, reasonably exercised.
The Company shall indemnify and pay to the Lender all amounts as may be paid by
the Lender in compromise or adjustment of any of the Claims or as may be
adjusted against the Lender in respect of any of the Claims. The liabilities of
the Company as set forth in this Section 4.5 will constitute Indebtedness and
will survive the termination of this Instrument.
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ARTICLE V
TERMINATION
-----------
5.1 Termination. Upon the payment in full of the Indebtedness pursuant to
the terms and conditions of this Deed of Trust and the instruments evidencing
the Indebtedness, or the forgiveness of the Indebtedness pursuant to the
provisions of the Loan Agreement, this Deed of Trust shall become null and void.
In such event, the within conveyance of the Collateral shall become of no
further force and effect, all of the Collateral shall revert to the Company, and
the entire right, title and interest of the Lender shall terminate. The Lender
shall, promptly after the request of the Company, and at the Company's cost and
expense, execute, acknowledge and deliver to the Company proper instruments
evidencing the termination of this Deed of Trust and any Uniform Commercial Code
financing statements filed in connection herewith, and the relinquishment of any
right, interest, claim or demand in or to all or any portion of the Collateral.
Otherwise, this Deed of Trust shall remain and continue in full force and
effect.
ARTICLE VI
DEFAULT
-------
6.1 Events of Default. Any of the following events which shall occur and be
continuing shall be called an "Event of Default:"
(a) Failure by the Company duly to observe or perform any term,
covenant, condition or agreement of this Deed of Trust which failure is not
remedied to the Lender's satisfaction within five (5) days after written
notice from the Lender to the Company; or
(b) The occurrence of an Event of Default under the Loan Agreement;
(c) The declaration of an Event of Default by TSVLP under the TSVLP
Security Agreement; or
(d) The occurrence of a default by the Company under the Mining Leases
described in Part 1 of Schedule A hereto or the Mining Venture Agreement
which is material to the operation of the Project and which not cured
within the applicable grace period provided for in the pertinent Mining
Lease or the Mining Venture Agreement, respectively.
6.2 Acceleration. (a) In the case of an Event of Default, other than one
referred to in Section 7.3 of the Loan Agreement, any obligation on the part of
the Lender to make or continue the Loans shall terminate and the Lender may
declare all sums of principal and interest outstanding on the Loans, and all
other sums outstanding under or in respect of the Loan Agreement and this Deed
of Trust, immediately due and payable, without notice of default, presentment or
demand for payment, protest or notice of nonpayment or dishonor, or other
notices or demands of any kind or character (other than as stated in any of the
foregoing sections of this Article VI), all of which are hereby expressly waived
by the Company; and in the case of an Event of Default referred to in Section
7.3 of the Loan Agreement, the Lender's obligation to make or continue the Loans
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shall be canceled and the full amount of all outstanding Obligations and all
other sums outstanding under or in respect of the Loan Agreement and this Deed
of Trust shall automatically become immediately due and payable without notice
of default, presentment or demand for payment, protest or notice of nonpayment
or dishonor, all of which are hereby expressly waived by the Company.
6.3 Remedies Upon Event of Default. Upon the occurrence of any Event of
Default, or at any time thereafter during which such Event of Default is
continuing, the Lender may elect to treat the fixtures included in the
Collateral either as real property or as personal property, but not as both, and
proceed to exercise such rights as apply to the type of property selected. The
Lender may resort to any security given by this Deed of Trust, or to any other
security now existing or hereafter given to secure the payment of any of the
Indebtedness secured hereby, in whole or in part, and in such portions and in
such order as may seem best to the Lender, in its sole discretion, and any such
action shall not in any way be considered as a waiver of any of the rights,
benefits or liens created by this Deed of Trust or granted by applicable law. In
any foreclosure proceeding or private sale, the Collateral may be sold in its
entirety, and shall not be required hereunder to be sold parcel by parcel.
6.4 Reimbursement of Expenses. All costs, expenses and reasonable
attorneys' fees incurred by the Lender in protecting and enforcing its rights
hereunder shall constitute a demand obligation owing by the Company to the
Lender and shall draw interest at the rate specified in the Loan Agreement from
the date such expenses are incurred until paid, all of which shall constitute a
portion of the Indebtedness secured by this instrument pursuant to Article II
hereof.
6.5 Rights Upon Default. Upon the occurrence of any Event of Default, and
at all times thereafter during which such Event of Default is continuing, in
addition to all other rights and remedies herein conferred, the Lender shall
have all of the rights and remedies of a beneficiary under a deed of trust
granted by applicable law, and the Lender shall have all the rights and remedies
of an assignee and secured party granted by applicable law, including the
Uniform Commercial Code, and shall, to the extent permitted by applicable law,
have the right and power, but not the obligation, to enter upon and take
immediate possession of the Collateral or any part thereof, to exclude the
Company therefrom, to the extent of the Company's interest therein at such time
to take possession of the mining and milling operation thereon and the
production from such operation, to remove any personal property included in the
Collateral, to hold, use, operate, manage and control the Collateral, to make
all such repairs, replacements, alterations, additions and improvements to the
same as it may deem proper, to sell all of the severed and extracted Minerals
included in the same, to demand, collect and retain all earnings, proceeds and
other sums due or to become due with respect to the Obligations after charging
against the receipts therefrom all costs, expenses, charges, damages and losses
incurred by reason thereof plus interest thereon at the rate specified in the
Loan Agreement as fully and effectually as if the Lender was the absolute owner
of the Collateral and without any liability to the Company in connection
therewith.
6.6 Foreclosure or Sale of Collateral. Upon the occurrence of any Event of
Default, or at any time thereafter during which such Event of Default is
continuing, the Lender, in lieu of or in addition to exercising any other power
hereby granted, may, without notice, demand, or declaration of default, which
are hereby waived by the Company except as expressly provided herein, proceed by
-15-
an action or actions in equity or at law for the seizure and sale of the
Collateral or any part thereof, for the specific performance of any covenant or
agreement herein contained or in aid of the execution of any power herein
granted, for the foreclosure or sale of the Collateral or any part thereof under
the judgment or decree of any court of competent jurisdiction, for the
appointment or decree of a receiver pending any foreclosure hereunder or the
sale of the Collateral or any part thereof, or for the enforcement of any other
appropriate equitable or legal remedy.
6.7 Disposal of Collateral. Upon the occurrence of any Event of Default, or
at any time thereafter during which such Event of Default is continuing, the
Lender may require the Company to assemble the personal property included in the
Collateral and make it available to the Lender at a place to be designated by
the Lender which is reasonably convenient to all parties. If notice is required
by applicable law, thirty (30) days prior written notice of the time and place
of any public sale or of the time after which any private sale or any other
intended disposition thereof is to be made shall be reasonable notice to the
Company. No such notice is necessary if such property is perishable, threatens
to decline speedily in value or is of a type customarily sold on a recognized
market. If the Lender reasonably believes that the Securities Act of 1933, or
any other state or federal law, prohibits or restricts the customary manner of
sale or distribution of any of such property, the Lender may sell such property
privately, or in any other manner reasonably deemed advisable by the Lender, at
such price or prices as the Lender determines in its reasonable discretion. The
Company recognizes that such prohibition or restriction may cause such property
to have less value than it otherwise would have and that, consequently, such
sale or disposition by the Lender may result in a lower sales price than if the
sale were otherwise held.
6.8 Right of Sale. Upon the occurrence of any Event of Default, or at any
time thereafter during which such Event of Default is continuing, the Lender,
with or without entry, by itself or by its agents or attorneys, insofar as
applicable, shall have the power and authority to invoke the power of sale,
which is hereby granted to the Trustee. The Lender shall give written notice to
the Trustee of its election to invoke the power of sale, and the Trustee shall
give to the Company such notice of the Company's rights as is provided by law.
The Trustee shall advertise the time and place of the sale of the real property
included in the Collateral in such manner as is required by law and shall mail
copies of such notice of sale to the Company and other persons as prescribed by
law. After the lapse of such time as may be required by law, the Trustee,
without demand on the Company, shall sell the real property included in the
Collateral at public auction to the highest bidder for cash at the time and
place and in one or more parcels as the Trustee may think best and in such order
as the Trustee may determine. The Lender may become a purchaser at any such sale
and shall have the right to credit the amount of its bid to the amount due to
it. It shall not be obligatory upon any purchaser at any such sale to see to the
proper application of the purchase money. The Lender shall be entitled to a
receiver for the real property included in the Collateral upon or at any time
after the election to invoke the power of sale, and shall be entitled to such
receiver without notice, without regard to the solvency of the Company at the
time of the application for the appointment of such receiver, and without regard
to the then value of the real property included in the Collateral.
6.9 Company's Obligations Upon Sale. Any sale of the Collateral, or any
part thereof, pursuant to the provisions of this Article VI will operate to
divest all right, title, interest, claim and demand of the Company in and to the
property sold and will be a perpetual bar against the Company. Nevertheless, if
-16-
if requested by the Trustee or the Lender to do so, the Company shall join in
the execution, acknowledgment and delivery of all proper conveyances,
assignments and transfers of the property so sold. Any purchaser at a
foreclosure sale will receive immediate possession of the property purchased,
and the Company agrees that if the Company retains possession of the property or
any part thereof subsequent to such sale, the Company will be considered a
tenant at sufferance of the purchaser, and will, if the Company remains in
possession after demand to remove, be guilty of unlawful detainer and will be
subject to eviction and removal, forcible or otherwise, with or without process
of law, and all damages by reason thereof are hereby expressly waived.
6.10 Liens and Rights Unaffected. The liens and rights created and granted
hereby shall not affect or be affected by any other security taken by the Lender
for the same debts or any part thereof. The Company shall have and assert no
rights, under any statute or rule of law pertaining to the marshalling of
assets, the exemption of homestead, the administration of estates of decedents,
or other matters whatever, to defeat, reduce or affect the rights of the Lender
under the terms of this Deed of Trust, to a sale of the Collateral for the
collection of the Obligations secured hereby or the right of the Lender, under
the terms of this Deed of Trust, to the payment of the Obligations secured
hereby out of the proceeds of the sale of the Collateral in preference to every
other person and claimant whatever.
6.11 Application of Proceeds. The proceeds of any sale of the Collateral or
any part thereof made pursuant to this Article VI shall be applied as follows:
(a) First, to the payment of all out-of-pocket costs and expenses
incident to the enforcement of this instrument, including, but not limited
to, a reasonable compensation to the attorneys for the Lender;
(b) Second, to the payment of the Indebtedness; and
(c) Third, the remainder, if any, to be distributed as required by law
or paid to the Company.
6.12 Power of Attorney. If an Event of Default shall occur hereunder, the
Company will, upon the request of the Lender, execute and deliver to such person
or persons as may be designated by the Lender appropriate powers of attorney to
act for and on behalf of the Company in all transactions with TSVLP or any other
person owning an interest in the Lands or the Project and any governmental
agency or entity having authority relating to any of the Collateral.
6.13 Intercreditor Agreement. The rights and remedies granted to the Lender
under the provisions of this Article VI shall be subject to the terms and
conditions of the Intercreditor Agreement.
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ARTICLE VII
MISCELLANEOUS PROVISIONS
------------------------
7.1 No Waiver; Cumulative Remedies. All options, powers, remedies and
rights herein granted to the Lender are continuing, cumulative and not
exclusive, and the failure to exercise any such option, power, remedy or right
upon a particular default or breach, or upon any subsequent default or breach,
shall not be construed as waiving the right to exercise such option, power,
remedy or right with respect to the Obligations secured hereby after its due
date. No exercise of the rights and powers herein granted, and no delay or
omission in the exercise of such rights and powers shall be held to exhaust the
same or be construed as a waiver thereof, and every such right and power may be
exercised at any time. Any and all covenants in this Deed of Trust may, from
time to time, by instrument in writing signed by the Lender, be waived to such
extent and in such manner as the Lender may desire, but no such waiver shall
ever affect or impair the Lender's rights hereunder, except to the extent
specifically stated in such written instrument. All changes to and modifications
of this Deed of Trust must be in writing and signed by the Lender.
7.2 No Release. No release from the lien of this Deed of Trust on any part
of the Collateral shall in any way alter, vary or diminish the force, effect or
lien of this Deed of Trust on the balance of the Collateral.
7.3 Severability; References. If any provision hereof is invalid or
unenforceable in any jurisdiction, the other provisions hereof shall remain in
full force and effect in such jurisdiction, the remaining provisions hereof
shall be liberally construed in favor of the Lender in order to effectuate the
provisions hereof, and the invalidity or unenforceability of any provisions
hereof in any jurisdiction shall not affect the validity or enforceability of
any such provision in any other jurisdiction. Any reference herein contained to
the statutes or laws of a state in which no part of the Collateral is situated
shall be deemed to be inapplicable to, and not used in, the interpretation
hereof.
7.4 Subrogation. This Deed of Trust is made with full substitution and
subrogation of the Lender in and to all covenants and warranties by others
heretofore given or made in respect of the Collateral or any part thereof.
7.5 No Duties. No provision of this Deed of Trust shall be construed to
impose upon the Lender a duty to perform any of the covenants and Obligations of
the Company.
7.6 Assignment of Rights. This Deed of Trust will be deemed to be, and may
be enforced from time to time as, an assignment, chattel mortgage, contract or
security agreement, and from time to time as any one or more thereof as is
appropriate under applicable state law.
7.7 Recording References. All recording references in Schedule A are to the
real property records of the county in which the Lands are located.
7.8 Counterparts. This Deed of Trust may be executed in several original
counterparts and each counterpart shall be deemed to be an original for all
purposes, and all counterparts shall together constitute but one and the same
instrument.
-18-
7.9 Notices. All deliveries hereunder shall be deemed to have been duly
made if actually delivered, of if mailed by registered or certified mail,
postage prepaid, to the addresses first set forth hereinabove. Each party may,
by written notice so delivered to the other, change the address to which
delivery shall thereafter be made.
7.10 Successor Trustee. The Lender may appoint a successor trustee at any
time to operate the trust created by this Deed of Trust by recording, in the
office of the Eureka County Clerk and Recorder, a substitution of trustee in
conformance with Nevada law. From the time the substitution is recorded, the new
trustee shall succeed to all the powers, duties, authority and title of the
Trustee named herein or of any successor trustee. Each such substitution shall
be executed and acknowledged, and notice thereof shall be given and proof
thereof made, in the manner provided by law.
7.11 Binding Effect. The terms, provisions, covenants and conditions hereof
shall bind and inure to the benefit of the respective successors and assigns of
the Company and of the Lender.
7.12 Usury Laws. No provision of the Note or other instrument constituting
or evidencing any of the Indebtedness or any other agreements between the
parties shall require the payment or permit the collection of interest in excess
of the maximum non-usurious rate which the Company may agree to pay under
applicable laws. The intention of the parties being to conform to applicable
usury laws now in force, the interest on the principal amount of the Note and
the interest on other amounts due under and/or secured by this Deed of Trust
shall be held to be subject to reduction to the amount allowed under said
applicable usury laws as now or hereafter construed by courts having
jurisdiction, and any excess interest paid shall be credited to Company.
7.13 Governing Law. The terms and conditions of this Deed of Trust shall be
governed by the laws of the State of Nevada, without regard to its rules
concerning conflicts of laws.
7.14 Further Assurances. At the request of either party hereto, the other
party shall execute and deliver any further instruments, agreements, documents
or other papers and take such other actions as may be reasonably requested by
either party to effect the purposes of this Deed of Trust and the transactions
contemplated hereby.
7.15 Public Announcements. Each party shall obtain the prior written
consent of the other party to this Deed of Trust before making any public
announcement with respect to this Deed of Trust, any related agreement or the
transactions contemplated hereunder or thereunder, unless counsel for the
disclosing party advises it that such public announcement is required under
applicable laws or securities exchange regulations (in which case such public
announcement shall be made only after the text of such announcement has been
disclosed to the other parties with reasonable advance notice).
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IN WITNESS WHEREOF, the Company and the Lender have caused this Deed of Trust to
be duly executed by their duly authorized officers, all as of the day and year
first above written.
GOLD CAPITAL CORPORATION
a Colorado corporation
By: /S/ XXXX X. XXXXXX
-----------------------------------
Xxxx X. Xxxxxx (Name)
-----------------------------------
Pres (Title)
------------------------------------
GLOBEX MINING ENTERPRISES, INC., a
Quebec corporation
By:
------------------------------------
(Name)
------------------------------------
(Title)
------------------------------------
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ACKNOWLEDGMENTS
---------------
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me on January 16th, 1997,
by , Xxxx Xxxxxx as Pres of GOLD CAPITAL CORPORATION, a Colorado corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this Deed of Trust first above written.
---------------------------------
Notary Public
My Commission expires: 12/23/98
---------
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ACKNOWLEDGMENTS
---------------
STATE OF )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me on January __, 1997, by
Xxxx Xxxxx as President of GLOBEX MINING ENTERPRISES INC., a Quebec corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this Deed of Trust first above written.
---------------------------------
Notary Public
My Commission expires:
---------------------
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SCHEDULE A to Deed of Trust
(Lands)
-23-
SCHEDULE B to Deed of Trust
(Operating Equipment)
-24-
