================================================================================
BONANZA GOLD
PROJECT ACQUISITION AGREEMENT
BETWEEN
GALAXY MINERALS INC.
AND
SEARCHLIGHT EXPLORATION, LLC.
Dated as of March 14, 2005
================================================================================
PROJECT ACQUISITION AGREEMENT
This PROJECT ACQUISITION AGREEMENT (this "Agreement"), dated as of
March 14, 2005 is made by and between Galaxy Minerals Inc.., a Florida
corporation, having offices at 000 Xxxx Xxx., Xxxxx 000, Xxxx Xxxxx, XX 00000
X.X.X. ("Company") and Searchlight Exploration LLC, an Arizona limited liability
company with offices at 0000 Xxxxxxxx Xxxxx Xxx., Xxx Xxxxx, XX 00000 U.S.A.
("Searchlight" or "Claimholder") .
1. Grant of Lease, Purchase Option and 75% Net Profits Interest. In
consideration for the sum of US$5,000 to be paid by Company to Claimholder on
signing (the "Initial Payment"), the further payments of $10,000 to be paid by
Company to Claim holder quarterly during the Lease Term ("Quarterly Payments"),
250,000 shares of common stock of Galaxy Minerals Inc. and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Claimholder hereby leases the unpatented placer and / or lode
mining claims known as the Bonanza Gold Project (which includes the Burnt Well
Project) and more particularly described in Exhibit A hereto (the "Property") to
Company (the "Lease") and grants to Company a 75% net profits interest and an
exclusive irrevocable option (the "Purchase Option") to purchase the Property,
each on the terms and conditions set forth below. Provided the Initial Payment
has been made, the term of the Lease shall commence on the date hereof and,
provided that all Quarterly Payments are made, shall run to and including March
15, 2008 (the "initial term"), with the right of Company at its option to extend
the Lease for up to three (3) additional three year terms on the same terms and
conditions to and including March 15, 2017 (an "extended term") (the initial and
extended terms being hereinafter referred to as the "Lease Term"). Company shall
have the right to sooner terminate the Lease pursuant to Section 6 and, subject
to Section 15 below, to exercise the Purchase Option pursuant to Section 7 at
any time during the Lease Term. The Purchase Option may be exercised by Company
only upon the delivery to Claimholder of each of (a) a "positive" feasibility
study for the Property, (b) corporate resolution of the Company (and any parent
company thereof) evidencing an affirmative production decision for the Property
and (c) evidence satisfactory to Claimholder that Company has obtained the
financing necessary to develop and operate the Property. Upon transfer of title
pursuant to exercise of the Purchase Option, the Lease shall terminate.
1A. Additional consideration made payable no later than 10 days from the
date this agreement is dually signed, Galaxy Minerals Inc. will pay a
locator fee to Serpent Mining Limited in the Sum of 50,000,000 Shares of
Stock Subject to Restriction under SEC rule 144.
2. Title to the Property.
A. Claimholder hereby represents and warrants to Company as follows:
(i) Claimholder owns or is able to convey a full and undivided interest in
and to each of the unpatented mining claims included in the Property as of the
date hereof;
2
(ii) To the best of the knowledge, information and belief of Claimholder,
all such claims have been validly located and maintained in accordance with all
applicable laws and regulations;
(iii) All such claims are free and clear of all liens, claims, and
encumbrances whatsoever, subject only to the paramount interest of the United
States of America and / or the State of Arizona; all taxes, if any, which may be
or which may become a lien upon the Property, as of the date hereof, have been
paid;
(iv) The Property is not in any manner encumbered as a result of any
conduct or activity of Claimholder;
(vi) Having secured the approval of its sole member to the terms and
conditions of this Agreement, Claimholder has full and complete authority to
execute this Agreement and to grant the rights herein conferred on Company; and
(vii) Claimholder has no knowledge that any of the mining claims
comprising the Property are invalid, or that, except for patented ground lying
within the Project Area and the senior unpatented claims of X. Xxxx comprising
the Rawhide Mine which conflict with the SMG#1 and SMG#2 claims, there are other
senior mining claims in conflict with any of such claims.
3. Lease Payments and Other Payments.
A. During the Lease Term, Company shall make the following payments
to Claimholder, which shall constitute a portion of the purchase price for the
Property:
(i) The Initial Payment of $5,000, on signing; and
(ii) The Quarterly Payments each in the amount of $10,000,
payable on June 15, September 15, December 15 and March 15 of each year during
the Lease Term, commencing with June 15, 2005.
B. Following Company's exercise of the Purchase Option under Section
7 and resulting termination of the Lease as provided in Section 1, Company shall
pay to Claimholder (i) the Claimholder's net profits interest (NPI) under
Section 8A and (ii) the Claimholder's net smelter return (NSR) royalty under
Section 8B. Company's obligation to make payment under Section 8A and Section 8B
shall cease to accrue on the first to occur of (i) completion by Company of
mining operations, residual leaching and reclamation in the Project Area or (ii)
other decision of Company to terminate operations in the Project Area and, if
Claimholder so desires, to reconvey the property to Claimholder once reclamation
and other environmental obligations have been satisfied, although this provision
shall not relieve Company from its obligation to make payments that accrued
prior to such occurrence.
C. All payments shall be paid in US$dollars in immediately available
funds.
3
D. Company hereby represents and warrants to Claimholder that it has
adequate financial resources to make the payments required under this Section 3,
as well as the Work Expenditures required under Section 4.
E. Company shall reimburse Searchlight on or before April 1, 2005
for the cost of staking and filing the 18 lode claims located in December 2004
in the Project Area at the rate of $150 per claim.
F. Company shall also deliver to Searchlight, on or before April 1,
2005, 250,000 shares of common stock of Galaxy Minerals Inc. ("GAXY"), said
number to be increased proportionally in the event of any stock splits by GAXY
between the date of this Agreement and the date of delivery of the shares. The
shares shall be validly issued, fully paid and nonassessable. The shares shall
be duly endorsed to Searchlight, with accompanying stock powers, but shall be
restricted and eligible for resale pursuant to Rule 144 in accordance with said
rule. Company shall use its best efforts to induce GAXY to comply with its
reporting obligations under applicable securities law so as to enable
Searchlight to utilize Rule 144 for resale of the shares following the
applicable holding period.
4. Work Expenditures. During the Lease Term, until terminated by Company
under Section 6 or until the Purchase Option is exercised under Section 7,
Company shall make work expenditures ("Work Expenditures") on or for the benefit
of the Property in the following amounts:
A. The sum of $100,000 on or before March 15, 2006. This is a
firm commitment. If Company fails to perform the total amount
of such Work Expenditures, Company shall pay Claimholder the
deficiency in immediately available funds.
B. The sum of $100,000 on or before March 15, 2007.
C. The sum of $100,000 on or before March 15 of each year
thereafter.
Any excess of Work Expenditures in any year shall be carried forward to the
succeeding year. If Work Expenditures in any year after the period ended March
15, 2006 are deficient and Company desires to maintain the Lease and Purchase
Option in effect, Company shall pay Claimholder in immediately available funds a
sum equal to the deficiency in lieu of the Work Expenditure shortfall. For
purposes of this Agreement, "Work Expenditures" is defined as sums spent or
incurred by Company directly on the Property for exploration and development of
the Property, including drilling, geochemical sampling, geophysical or seismic
survey, assaying, and ore reserve calculation; metallurgical and engineering
analyses; environmental and permitting analyses and activities; feasibility
studies; and financing investigations; plus 5% of such direct costs in lieu of
headquarters overhead and general and administrative expenditures.
5. Rights and Obligations During Lease Term. The parties shall have the
following rights and obligations during the Lease Term:
A. Access to Property and Provision of Data. Company shall have full
access to the Property to conduct such investigations and examinations as
Company may deem desirable and to all information and data in Claimholder's
possession and control pertaining to the Property necessary or desirable to
enable Company to fully evaluate the Property and its commercial feasibility.
Claimholder agrees to cooperate fully with Company in its investigation.
4
B. Activities by Company. Company shall have exclusive possession of
the Property, subject to the paramount rights of the United States and / or the
State of Arizona with respect to unpatented mining claims included in the
Property, and shall have the exclusive right to conduct such exploration,
evaluation, and development activities on the Property (including bulk sampling)
as Company may desire. Claimholder shall provide at Company's expense all
reasonable assistance to Company for the obtaining of any permits, licenses, and
third party consents needed for such work. Company shall also have the right to
contact the pertinent federal, state, and local permitting agencies, and to
negotiate with such agencies.
C. Maintenance of Property. Company shall maintain in good standing
all unpatented mining claims that comprise the Property. Company shall, as
required by the Federal Government with respect to unpatented mining claims on
federal lands, perform required assessment work or timely pay all claim
maintenance or rental fees and all required property taxes, and shall timely
make all filings and recordings in the appropriate governmental offices required
in connection with such payments. In the event Claimholder makes any such
payment (although it shall have no obligation to do so), Company shall promptly
reimburse Claimholder for payment of such holding costs upon receipt by Company
of evidence of such payment. Company shall have the right to amend or relocate
in the name(s) of Claimholder any unpatented mining claims included in the
Property, to locate different types of claims on ground covered by existing
claims, and to locate any fractions.
D. Sharing of Data. During each year of the Lease Term, Company will
share with Claimholder all information (including interpretive and
non-interpretive data, subject to typical disclaimers regarding interpretive
data and statements that Claimholder may not rely upon the same) obtained from
the exploration, evaluation, and development activities pertaining to the
Property, including providing a copy of any geological and other principal
reports relating to the Property, and will report to Claimholder in writing at
least quarterly regarding the progress of the exploration and evaluation work
and Work Expenditures made during the period.
E. Claimholder Access to Property. Claimholder may have access to
the Property at its sole risk on reasonable notice, and shall be entitled to
conduct tours of the Property for investor relations and financing activities.
Claimholder's exercise of its access rights shall not interfere in any way with
Company's operations on the Property, which shall take precedence in the event
of any conflict.
F. Conduct of Operations by Company at the Property. All of the
exploration, development, mining, milling and related work and any other
activities which may be performed by Company or its agents or contractors
hereunder shall be performed in accordance with all of the terms and conditions
of this Agreement and good mining practices, but the timing, nature, manner and
extent of any exploration, development or any other operations or activities
hereunder shall be in the sole discretion of Company, and there shall be no
implied covenant to begin or continue any such operations or activities.
5
G. Indemnity. Except for damages sustained by Claimholder while on
the Property pursuant to Section 5F., Company agrees to indemnify and hold
Claimholder and its affiliates, and their respective, officers, directors,
employees, agents, members, partners and agents harmless from and against any
loss, liability, cost, expense or damage (including reasonable attorney's fees)
that may be incurred for injury to or death of persons or damage to property, or
otherwise, as a result of Company or its agents or contractors conducting any
operations on or in connection with the Property.
H. Insurance. Company agrees to carry such insurance, covering all
persons working at or on the Property for Company, as will fully comply with the
requirements of the statutes of the State of Arizona pertaining to worker's
compensation and occupational disease and disabilities as are now in force or as
may be hereafter amended or enacted. In addition, Company agrees to carry
liability insurance with respect to its operations at the Property in reasonable
amounts in accordance with accepted industry practices. Company agrees that
Claimholder shall be named as an additional insured on all such policies, and
agrees to forward to Claimholder certificates of such insurance policies not
later than 10 days prior to the date that Company commences any such activities
on the Property. Company shall have no right to commence any such activities
until such certificates are delivered to Claimholder.
I. Compliance with Laws. Company agrees to conduct and perform all
of its operations at the Property during the term of this Agreement in
compliance with all valid and applicable federal, state and local laws, rules
and regulations, including without limitation laws, rules and regulations
pertaining to environmental protection, human health and safety, social
security, unemployment compensation, wages and hours and conditions of labor,
and Company shall indemnify and hold Claimholder harmless from and against any
loss, liability, cost, expense or damage (including reasonable attorney's fees)
arising from or related to Company's failure to comply with said laws.
J. Taxes. During the term of this Agreement, Company shall be
responsible for payment of all taxes levied or assessed upon or against the
Property, as well as any facilities or improvements located thereon.
K. Liens and Encumbrances. Company shall keep title to the Property
free and clear of all liens and encumbrances resulting from its operations
hereunder; provided, however, that Company may refuse to pay any claim asserted
against it which it disputes in good faith. At its sole cost and expense,
Company shall contest any suit, demand or action commenced to enforce such a
claim and, if the suit, demand or action is decided by a court or other
authority of ultimate and final jurisdiction against Company or the Property,
Company shall promptly pay the judgment and shall post any bond and take all
other action necessary to prevent any sale or loss of the Property or any part
thereof. Company shall permit Claimholder to post Notices of Non-Responsibility
at the collars of any shafts and in other locations required under Arizona law
in order to prevent certain liens from attaching to the Property, and Company
shall take all actions reasonably necessary to keep such notices posted in these
locations.
6
L. Reclamation and Remediation. Company shall reclaim the Property,
to the extent disturbed by Company during the term of this Agreement, in
accordance with and as required by applicable federal, state and local laws,
rules and regulations.
6. Right to Terminate.
A. Termination.
(1) By the Company. Company may terminate this Agreement or
the Lease at any time at its sole option by giving
Claimholder 30 days' prior written notice, upon which
all rights and obligations of the parties under this
Agreement shall cease, except for any limitation of
liability, indemnification, and confidentiality
provisions set forth herein; provided, however, that (i)
if Company terminates this Agreement after April 1 of
any year, Company agrees to pay governmental fees and
make all governmental filings necessary to maintain the
unpatented mining claims for the assessment year
commencing on September 1 next following such notice of
termination and (ii) if Company terminates this
Agreement or the Lease on or before January 15, 2006,
Company shall remain obligated to comply with Section
4A.
(2) By Claimholder. In the event that (i) Company shall fail
to pay any of its monetary obligations under this
Agreement when due and shall not pay same within 14 days
following notice thereof by Claimholder or (ii) Company
shall fail to perform any of its nonmonetary obligations
under this Agreement and shall not cure its failure
within 30 days following notice thereof by Claimholder
(in each case an "uncured default"), Claimholder may
terminate this Agreement upon three days written notice
to Company. Termination pursuant to this Section 6.A.(2)
shall not excuse Company from any of its obligations
which accrued prior to the date of termination, and
Claimholder shall retain all of its rights in law or in
equity with respect thereto.
B. Return of Data. As soon as practicable upon the termination of
this Agreement, Company shall return to Claimholder copies of all title,
environmental, metallurgical, geological, geophysical, milling and other data
concerning the Property and furnished by Claimholder or previous owners of the
Property or their agents or consultants to Company. At such time, Company shall
also make available to Claimholder for examination and copying all survey maps,
drill hole logs, sample locations and assays developed by Company with respect
to the Property during the term of this Agreement and not previously made
available to Claimholder and shall transfer custody to Claimholder of all drill
cores.
C. Release. Upon termination of this Agreement, Company will
promptly execute and deliver to Claimholder appropriate documents of conveyance
releasing and conveying its interest in the Property to Claimholder.
D. Surrender of Possession and Removal of Equipment. Upon
termination of this Agreement, Company shall surrender possession of the
Property, subject to the condition that Company shall have the right at any time
within one year (or such longer period as Company can demonstrate is reasonably
necessary) after such surrender or termination of this Agreement to (i) complete
any reclamation obligations required of Company under this Agreement or by
governmental law or regulation and (ii) remove all of its tools, equipment,
machinery, supplies, fixtures, buildings, structures and other property erected
or placed on such property by Company, excepting only timber, chutes and ladders
in place for underground entry and support. Title to such property not removed
within the time period set forth above shall, at the election of Claimholder,
pass to Claimholder. Alternatively, at the end of the time period set forth
above, Claimholder may remove any such property from the Property and dispose of
same in a commercially reasonable manner, all at the expense of Company.
7
7. Exercise of Purchase Option. If Company decides to exercise the
Purchase Option, upon each of (a) the completion of a "positive" feasibility
study for the Property, (b) the making of an affirmative production decision for
the Property by Company's and any parent corporation's Boards of Directors and
(c) presentation to Claimholder of evidence satisfactory to Claimholder that
Company has obtained the financing necessary to develop and operate the
Property, Company shall give Claimholder notice thereof. Within 10 days after
such notice, Claimholder shall deliver to Company a special warranty deed in
form satisfactory to Company transferring title to a 100% interest in the
Property, and reserving to Claimholder the net profits interest ("NPI") in
production from the Property and the net smelter returns royalty ("NSR"), each
as set forth in Section 8 below, and Company shall deliver to Claimholder the
sum of $10.00.
8. Claimholder NPI and NSR Royalty.
A. Claimholder NPI. Upon completion of the payments under Section
3.A., Company shall have a 75% NPI in the Property and Claimholder shall have a
25% NPI in the Property. Upon termination of this Lease (other than as a result
of Company's exercise of its Purchase Option, Company's NPI shall be reduced
permanently to zero (-0-%) and Claimholder's shall be increased permanently to
100%. For purposes of Claimholder's and Company's respective NPI, "Net Profits"
shall be calculated pursuant to generally accepted accounting principles in the
United States of America, provided, however, that the calculation of net profits
shall not include any benefit or loss from price hedging and price protection
arrangements conducted by or on behalf of Company and, provided, further, that
Company shall be entitled to deduct from revenues only the following percentages
of total operating costs in lieu of headquarters overhead and headquarters
general and administrative expenses: 3% during the development/construction
stage of operations and 1% during the mining and processing stage of operations
and, provided, further, that no deduction shall be made for depletion or
depreciation. Claimholder's NPI shall be a fully carried interest, and
Claimholder shall not be required to fund any expenses relating to the Property
or its exploration , development, production or reclamation.
B. Net Smelter Returns Royalty. In addition to Claimholder's NPI,
Claimholder hereby reserves a five (5%) percent net smelter returns royalty
("NSR Royalty") for all commodities produced. For purposes of this Agreement,
the "net smelter return" is defined as the amount of money which the smelter or
refinery, as the case may be, pays the Company for the commodity based on the
then current spot price of the commodity, with deductions for costs associated
with further processing but without deductions for taxes, calculated on an FOB
mine site basis.
8
C. Payable in Kind; Payable Quarterly. Claimholder may elect to
receive in kind its NPI or its NSR Royalty (as described below). Both royalties
shall be payable quarterly.
9. "Project Area" / Area of Interest. If either party or if any affiliate
of a party, or any officer, director, employee, partner, member or agent
thereof, now has or hereafter acquires any property interest within the
boundaries of Twp 8N, Range 12W; Twp 9N, Range 11W or 12W: Twp 11N, Range 13W or
14W; Twp 12N, Range 14W; or Twp 13N, Range 14W or 15W, GSRBM, Arizona, or within
one mile of the perimeter of such boundaries (the "Project Area"), such party
shall give prompt notice to the other party and such property interests shall,
at the option of the other party, exercised within 45 days after notice of such
acquisition by the acquiring party, become part of the Property and become
subject to this Agreement (the "Additional Property. If Company does not
exercise the Purchase Option and the Lease is terminated, Claimholder shall have
the right to retain any Additional Property acquired by Company at no cost to
Claimholder.
10. Cross - Indemnity. Each party ("Indemnifying Party") agrees to defend,
indemnify and hold harmless the other party, its successors, affiliates,
assigns, officers, directors and employees, members, partners and agents
("Indemnitees") from and against any and all claims, actions suits, losses,
liabilities, damages, assessments, judgments, costs and expenses, including
reasonable attorney's fees, arising out of or pertaining to (i) any breach by
the indemnifying party of any representation, warranty or obligation under this
Agreement or (ii) any activities conducted by the Indemnifying Party or its
agents on the Property.
11. Assignment. Neither party may assign its rights and obligations under
this Agreement without the prior written consent of the other party, which
consent shall not be unreasonably withheld, provided, however, that Claimholder
may assign its interest at any time after January 31, 2005 to a third party
without the consent of Company if such third party agrees to assume all of
Claimholder's obligations under this Agreement, and provided further that
Company may assign its interest to an affiliated company or a successor without
the consent of Claimholder, provided that the assignee agrees to assume all of
Company's obligations under this Agreement and has a tangible net worth no less
than that of Company prior to the assignment.
12. Governing Law. Consent to Jurisdiction. This Agreement shall be
governed by the laws of the State of Arizona, excluding any conflicts of laws
principles. Each party consents to the exclusive jurisdiction and venue of the
federal and state courts sitting in La Paz County or Mohave County, Arizona,
U.S.A. over any dispute, claim, lawsuit or proceeding arising from or pertaining
to this Agreement, and waives any argument that such courts are an "inconvenient
forum."
13. Affiliated Companies. Each party shall take such actions as may be
necessary to cause its affiliates to comply with the obligations contemplated
herein. "Affiliate" of a party means any person, partnership, joint venture,
corporation, or other form of enterprise that directly or indirectly controls,
is controlled by, or is under common control with, the party.
9
14. Notices. All notices required or permitted to be given hereunder shall
be in writing and shall be delivered to the parties by personal delivery,
registered or certified mail, facsimile transmission, or express delivery
service at the addresses set forth below, or to such other address as the
parties may later designate by like notice to each other:
Company:
Galaxy Minerals, Inc.
000 Xxxx Xxx., Xxxxx 000
Xxxx Xxxxx, XX 00000 X.X.X.
Phone: 000.000.0000
FAX: 000-000-0000
Attn: Xxxxx Xxxx
Searchlight:
Searchlight Exploration LLC
0000 Xxxxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000 U.S.A.
Phone: 702.396-5292
FAX: 702.396-2347
Attn: Xxxxxxxxx X. Xxxxxx
All notices required or permitted to be given hereunder shall be deemed to have
been given on the date of actual receipt.
15. Rule Against Perpetuities. Anything in this Agreement to the contrary
notwithstanding, Company may not exercise its Purchase Option, which shall
thereupon become null and void, later than 21 years after the end of the life of
the last to survive of Xxxxxxxxx X. Xxxxxx, Xxxxxxx XxXxxxxx Xxxxxx, Xxxx X.
XxXxxxxx, Xxxxx X. XxXxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxx, who
are locators of claims owned or being explored by Searchlight.
16. Dollars. All dollar ($) amounts used in this Agreement or any Exhibit
or Schedule hereto are U.S. $ Dollars.
17. Other Business Opportunities. This Agreement is, and the rights of the
parties are, strictly limited to the matters set forth herein. Subject to the
provisions of Section 9 relating to Additional Property in the Project Area, the
parties shall have the free and unrestricted right to independently engage in
and receive the full benefits of any and all business ventures of any sort
whatever, whether or not competitive with the matters contemplated hereby,
without consulting the other or inviting or allowing the other to participate
therein.
18. Confidentiality. Except as set forth in Section 20, the parties hereto
agree to treat all data, reports, records and other information developed under
this Agreement and applicable to the Property as confidential, and unless any
party is required by any law, rule, regulation or order to disclose any of such
information, it shall not be disclosed to any person other than consultants,
contractors or potential investors or assignees, without the written agreement
of both parties, which will not unreasonably be withheld.
10
19. Memorandum for Recording. Simultaneous with the receipt by Claimholder
of the all payments pursuant to Section 3.A., the parties agree to execute for
recording purposes a written Short Form of Exploration and Development Lease /
Option Agreement, setting forth the basic terms and conditions of this Agreement
as necessitated or permitted by Arizona law.
20. Public Announcements. Disclosure of information relating to this
Agreement or the Property may be made by either party if such information is
required to be disclosed to any federal, state, provincial or local government
or appropriate agencies and departments thereof or if such information is
required by law, stock exchange rule or regulation to be publicly announced.
Otherwise, public announcements or reports by either party of information
relating to this Agreement or the Property shall be made only on the basis of
agreed texts upon the prior written consent of the other party, which consent
shall not unreasonably be withheld. Each of Claimholder and Company accordingly
agrees that it will, not less than forty-eight hours in advance of making public
any information referred to in the preceding sentence, give the other party
written notice of the text of the proposed report and provide the non-disclosing
party with the opportunity to object to the form and content thereof before the
same is issued. The non-disclosing party shall respond within forty-eight hours
of receipt of such notice, or its silence will constitute a waiver of objection
to the terms of the proposed text.
21. Waiver; Amendment. Any of the terms or conditions of this Agreement
may be waived at any time by the party which is entitled to the benefit thereof,
but such waiver must be in writing and signed by the party granting the waiver.
No such waiver shall affect or impair the right of the waiving party to require
observance, performance or satisfaction of any other term or condition thereof.
Any of the terms or provisions of this Agreement may be amended or modified at
any time, but only in a writing signed by each of the parties hereto.
22. Severability. In the event that any one or more of the provisions
contained in this Agreement or in any other instrument or agreement contemplated
hereby shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement or any such other instrument or agreement.
23. Attorney's Fees. In the event of any controversy, claim or dispute
between the parties hereto, arising out of or pertaining to this Agreement or
the breach thereof, the prevailing party shall be entitled to recover from the
losing party reasonable expenses, attorney's fees and costs.
24. Further Assurances. At the request of either party, the parties shall
execute and deliver any further instruments, agreements, documents or other
papers reasonably requested by either party to effect the purposes of this
Agreement and the transactions contemplated hereby.
11
25. Counterparts. This Agreement may be executed in multiple counterparts,
and all such counterparts taken together shall be deemed to constitute one and
the same instrument.
No Brokers or Finders. Each party represents and warrants to the other
party that, compensation shall be the sole responsibility of the Company, all
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried on by it in such manner as not to give rise to any valid claim
against either party, or any third party, for a brokerage commission, finder's
fee or other fee or commission arising by reason of the transactions
contemplated by this Agreement.
IN WITNESS WHEREOF, the parties hereto, through their duly authorized
representative, have executed and delivered this Agreement as of the day and
year first above written.
SEARCHLIGHT EXPLORATION LLC,
By: /s/ Xxxxxxxxx X. Xxxxxxxx
Xxxxxxxxx X. Xxxxxx
Manager and sole member
GALAXY MINERALS, INC.
By:/s/ Xxxxxxx Xxxxxxx -President
Name: Xxxxxxx Xxxxxxx
Title: President
12
Exhibit A
XxXxxxxxx Gold Property
Xxxxx Mining District
Mohave County, Arizona
Approx
Claim AMC# Recording Info Township / Range / Section Date Located Acreage
----- ---- -------------- -------------------------- ------------ -------
Xxxxxx Xxxxx XXX000000 Xx 0000 x00 X00X X00X Xxx 00 00/0/0000 00
Xxxx Xxxxx
Amended Bk3807 p533 7/14/2001
CCP#1 AMC355313 Bk 3677 p919 T13N R14W Xxx 00 0/00/0000 000
X00X X00X Xxx 00
XXX#0 AMC355314 Bk3677 x00 X00X X00X Sec 19 1/25/2001 160
CCP#3 AMC355315 Bk3677 p40 T13N R14W Secs 19, 30 1/25/2001 160
CCP#4 AMC355316 Bk3677 x00 X00X X00X Sec 30 2/6/2001 160
CCP#5 AMC355606 Bk3807 p535 T13N R14W Sec 19 7/14/2001 160
CC#6 AMC355913 Bk3923 p133 T13N R14W Sec 18 11/24/2001 000
X00X X00X Xxx 00
XX#0 XXX000000 Bk3923 p136 T13N R14W Sec 18 11/24/2001 000
X00X X00X Xxx 00
XX#0 XXX000000 Bk3923 p139 T13N R15W Secs 12, 13 11/24/2001 160
Copper Cliff#2 AMC364364 Bk5335 p935 T13N R15W Sec 12 12/04/2004 20
Xxxxx Mountain Property
Xxxxx Mining District
Mohave County, Arizona
LDP#1 AMC355896 Bk3874 p320 T12N R14W Secs 20, 21 9/30/2001 160
Relocated AMC362825 Bk5205 p198 9/5/2004
LDP#2 AMC355897 Bk3874 p322 T12N R14W Sec 21 9/30/2001 160
Relocated AMC362826 Bk5205 p201 9/5/2004
LDP#3 AMC355898 Bk3874 p324 T12N R14W, Secs 20, 21 9/30/2001 160
Relocated AMC362827 Bk5205 p204 9/5/2004
Lead Pill AMC364366 Bk5335 p937 T12N R14W Sec 21 12/04/2004 20
Red Top AMC364365 Bk5335 p939 T12N R14W, Secs 20, 21 12/04/2004 20
Ester Basin Property
Xxxxx Mining District
Mohave County, Arizona
LDP#4 AMC355838 Bk3868 p458 T12N R14W Secs 28, 33 9/3/2001 160
LDP#5 AMC355839 Bk3868 p460 T12N R14W Secs 27, 34 9/3/2001 000
Xxxxx #0 XXX000000 Xx0000 p941 T12N R14W Sec28 12/04/2004 00
Xxxxx #0 XXX000000 Xx0000 p943 T12N R14W Secs 27, 28 12/04/2004 20
33, 34
Ester #3 AMC364369 Bk5335 p945 T12N R14W Xxx 00 00/00/0000 00
00
Xxxxx Xxxxxxx / Xxxxxx Xxxxx Property
Xxxxx Mining District
Mohave County, Arizona
SMG#11 AMC362821 Bk5205 p186 T11N R14W Secs 1, 12 9/5/2004 160
SMG#12 AMC362822 Bk5205 p189 T11N R13W Sec 7 9/5/2004 160
T11N R14W Sec7, 12
SMG#13 AMC362823 Bk5205 p192 T11N R14W Sec 12 9/5/2004 160
SMG#14 AMC362824 Bk5205 p195 T11N R14W Sec 13 9/5/2004 000
X. Xxxxxxx #0 XXX000000 Bk5335 p947 T11N R14W Xxxx 0, 00 00/00/0000 00
X. Xxxxxxx #2 AMC364371 Bk5335 p949 T11N R13W Xxx 0 00/00/0000 00
X00X X00X Xxx 00
Xxxxxx Xxxxx #1 AMC364372 Bk9335 p951 T11N R14W Sec 13 12/04/2004 20
Bonanza Property
(Also includes Deer Trail, Cactus Queen and Little Xxxxxx)
Xxxxx Mining District
Mohave County, Arizona
SMG#1 AMC362811 Bk5205 p156 T11N R13W Secs 18, 19 9/1/2004 122
SMG#2 XXX000000 Bk5205 p159 T11N R14W Sec 13 9/1/2004 150
SMG#3 AMC362813 Bk5205 p162 T11N R14W Sec 23 9/1/2004 160
SMG#4 AMC362814 Bk5205 p165 T11N R14W Sec 24 9/1/2004 160
SMG#5 AMC362815 Bk5205 p168 T11N R14W Sec 23 9/1/2004 160
SMG#6 AMC362816 Bk5205 p171 T11N R14W Sec 24 9/1/2004 160
SMG#7 AMC362817 Bk5205 p174 T11N R14W Sec 23 9/1/2004 160
SMG#8 AMC362818 Bk5205 p177 T11N R14W Sec 24 9/1/2004 160
Cactus Queen AMC364373 Bk5335 p953 T11N R14W Sec 13 12/04/2004 00
Xxxx Xxxxx #0 XXX000000 Xx0000 p955 T11N R13W Sec 18 12/04/2004 20
Bonanza #1 AMC364375 Bk5335 p957 T11N R14W Sec 24 12/04/2004 20
Bonanza #2 AMC364376 Bk5335 p959 T11N R14W Sec 24 12/04/2004 20
Bonanza #3 AMC364377 Bk5335 p961 T11N R14W Xxx 00 00/00/0000 00
Xxxxxx Xxxxxx #1 AMC364378 Bk5335 p963 T11N R14W Xxxx 00, 00 00/00/0000 00
Xxx Xxxxxx / XxXxxxxx Property
Xxxxx Mining District
Mohave County, Arizona
SMG#9 AMC362819 Bk5205 p180 T11N R14W Secs 26, 27, 34 9/5/2004 160
SMG#10 XXX000000 Bk5205 p183 T11N R14W Secs 26, 27 9/5/2004 000
XxXxxxxx #0 XXX000000 Xx0000 p965 T11N R14W Sec 26 12/04/2004 20
XxXxxxxx #2 AMC364380 Bk5335 p967 T11N R14W Xxxx 00, 00 00/00/0000 00
Xxx Xxxxxx #1 AMC364381 Bk5335 p969 T11N R14W Secs 27, 34 12/04/2004 20
14
Burnt Well Property
Harcuvar Mining District
La Paz County, Arizona
Silver Lining Lode AMC362684 Fee#2004-04684 T9N R11W Sec 30 9/3/2004 20
BWP#1 AMC355890 Fee#2001-03832 T9N R11W Sec 30 9/3/2001 160
BWP#2 AMC360629 Fee#2004-00747 T9N R11W Secs 30, 31 1/31/2004 160
BWP#3 XXX000000 Fee#2002-06154 T9N R12W Sec 36 12/15/2002 160
BWP#4 AMC357193 Fee#2002-06155 T8N R12W Sec 2 12/15/2002 160
BWP#5 AMC357194 Fee#2002-06156 T9N R12W Sec 35 12/15/2002 160
BWP#6 AMC360630 Fee#2004-00748 T9N R12W Sec 36 1/31/2004 160
BWP#7 AMC360631 Fee#2004-00749 T9N R12W Sec 36 1/31/2004 160
15
