May 21, 2019
May 21, 2019
VIA EMAIL
Rocky Mountain Minerals Corp.
000 Xxxxx Xxx Xxxxx
Grand Junction, CO 81505
Attention: Xxxxx Xxxxxx (xxxx@xxxxxxxxxxxx.xxx)
Re: Letter Agreement Mineral Lease and Option to Purchase - Amendment
Dear Xx. Xxxxxx:
This Letter Agreement amends that certain Mineral Lease and Option to Purchase dated March 23, 2015 by and between Barrick Bullfrog Inc., a Delaware corporation ("Barrick Bullfrog") and Rocky Mountain Minerals Corp. ("Rocky Mountain") (the "Agreement"). Capitalized terms not defined in this Letter Agreement will have the definitions set forth in the Agreement.
Barrick Bullfrog and Rocky Mountain wish to amend the Agreement in order to provide an additional six-month period for completion of the Project Work Commitment. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Barrick Bullfrog and Rocky Mountain amend the Agreement by deleting Section 5.1 (b) in its entirety and replacing it with the following:
(b) Rocky Mountain shall expend $1.5 million as minimum work commitments for the benefit of the Properties prior to September 23, 2020 per the schedule below ("Project Work Commitment"):
| Annual Project Work | Minimum Project |
| Commitment Deadlines | Commitment ($) |
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| First Anniversary of Effective Date | 100,000 |
| Second Anniversary of Effective Date | 200,000 |
| Third Anniversary of Effective Date | 300,000 |
| Fourth Anniversary of Effective Date | 400,000 |
| By September 23, 2020 | 500,000 |
As the Property is part of a logical land and mining unit, work performed on any of the Properties will be counted toward Rocky Mountain's Project Work Commitment. In any given year, if Rocky Mountain incurs Project Work Commitment expenditures in excess of the Project Work Commitment for that year, then up to 20% of the excess expenditures, as measured against the Project Work Commitment for that year, shall be credited toward the minimum Project Work Commitment expenditures for the following years. In any given year, if
Rocky Mountain incurs expenditures below the required Project Work Commitment for that year, then up to 20% of the measured against the Project Work Commitment for that year, may be carried forward by Rocky Mountain and added to the minimum Project Work Commitment expenditures for the following year. In such case, Rocky Mountain shall make cash payments to Barrick Bullfrog equal to the remaining expenditure shortfall for the year. Further, if Rocky Mountain incurs expenditures below the required Project Work Commitment for a given year but elects not to carry forward any shortfall to the subsequent year, then Rocky Mountain shall make cash payments to Barrick Bullfrog equal to the expenditure shortfall for the year; provided however, that if Rocky Mountain elects not to carry forward any shortfall such payment shall not be due if Rocky Mountain terminates this Agreement before the end of the year of with the expenditure shortfall. The Project Work Commitment shall include all the expenditures defined under Mining Operations herein plus a 5% management fee of the total expenditures; but excluding any corporate expenses of Rocky Mountain.
Except as specifically amended by this Letter Agreement, the Agreement will remain in full force and effect and is hereby ratified and confirmed.
By executing this Letter Agreement in the space provided below, Rocky Mountain agrees to the amendment of the Agreement as set forth herein.
| BARRICK BULLFROG INC. |
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| By: /s/ Xxxx Xxxxxxxx |
| By: /s/ Xxxxx Xxxxxxx |
| Name: Xxxx Xxxxxxxx |
| Name: Xxxxx Xxxxxxx |
| Title: Secretary |
| Title: Director |
Agreed to and accepted by Rocky Mountain Minerals Corp.,
This 22nd day of May, 2019
ROCKY MOUNTAIN MINERALS CORP.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President & CEO
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