ASSIGNMENT AGREEMENT

Exhibit 10.25

ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT made this August 31, 2022, by and between Key Metals Corp. , hereinafter referred to as ‘Assignee’, and KM USA Holdings, Inc. a wholly owned subsidiary of Gold Express Mines, Inc., , hereinafter collectively referred to as ‘Assignor’, in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, witnesseth:

WHEREAS, Assignor entered into a Lease, included as an attachment to this Agreement, namely a Lease Agreement hereinafter referred to as Lease with Lightning Creek Resources, Inc., hereinafter ‘Obligor’;

WHEREAS, Assignor wishes to assign all of its rights and obligations under the Lease to Assignee; and

NOW THEREFORE, Assignor and Assignee agree as follows:

1. Assignor and Assignee hereby agree that the Assignor shall assign all its right, title, and interest, and delegate all its obligations responsibilities and duties, in and to the Lease, to Assignee.

2. Assignee hereby accepts the assignment of all of Assignors obligations responsibilities and duties under the Lease and all of Assignors right, title and interest in and to the Lease.

3. Notwithstanding the foregoing, Assignor agrees to defend and indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting from Assignors performance prior to the assignment of the contract and resulting from Assignees performance after the assignment of the Lease, provided however, that after the assignment of the Lease the State shall first look to Assignee to satisfy all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages resulting from Assignees performance.

4. Assignee agrees to indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting from Assignees performance after the assignment of the Lease.

6. This Agreement is governed by the laws of the State of Montana, without regard to Montana’s conflict or choice of law provisions, and both parties expressly consent to jurisdiction in such courts.

IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written.

ASSIGNEE

/s/ Xxxxx Xxxxx

Xxxxx Xxxxx, President and CEO

Key Metals Corp.

Date:

ASSIGNOR

/s/ Xxxx Xxxx

Xxxx Xxxx, President and CEO

Gold Express Mines, Inc.

President and CEO

KM USA Holdings, Inc.

Date: Aug. 31, 2022

Attached below is Appendix A which is an exact copy of the Contract that is the subject of this Assignment Agreement.

Mining Claim Lease

THIS MINING LEASE, effective as of the 1^st day of August 2022 (the “Effective Date”), between Lightning Creek Resources Corp., an Idaho corporation, the “Lessor”, and KM Holdings USA, Inc., a Colorado corporation, the “Lessee”.

Lessor holds title to certain unpatented federal mining claims located in Sanders County, Montana, and has the desire to bring these mining properties into a production stage through the exploration and development process, and Lessee desires to acquire active mineral exploration projects;

The Lessor and Xxxxxx therefore desire to enter into this Mining Claim Lease (the “Lease”).

TERMS:

ARTICLE 1. DESCRIPTION OF THE PROPERTY. Lessor is the owner of the federal mining claims situated in Sanders County, Montana, as described in Exhibit A which is made a part of this Lease.

ARTICLE 2. GRANT OF LEASE. The Lessor, in consideration of payments, royalties, and other considerations, does hereby lease unto Lessee the mining claims as listed in Exhibit A (the “Leased Premises” or “Property”).

ARTICLE 3. TERM OF LEASE. The initial term of this Lease shall be five (5) years to commence on the Effective Date. After this five (5) year period the Lessee has the option to purchase the claims as described in Article 7 of this Lease, upon execution of which Xxxxxx continues to maintain the Royalty, also described in Article 7 of this Lease.

ARTICLE 4. POSSESSION AND CONTROL OF PROPERTY. Lessee shall have, and is hereby given and granted, the right to enter upon and take over, at the beginning of the Lease term, control of the surface and underground of the Leased Premises including any mine dumps or waste piles. Lessee shall have the right to investigate, measure, sample, examine, test, drill develop, work, mine, operate, use, manage, and control the same and have access to the water and water rights on the property, and to mine, extract, and remove from the Property the ores and minerals found thereon and to treat, mill, ship, sell or otherwise dispose of the same and receive the full proceeds from sales less royalties; and to erect, construct, maintain, use and operate buildings, structures, machinery and equipment, including milling, processing and tailings facilities.

The time, nature, location and extent of such or any or all the above activities and mining or mining operations and the starting, stopping and resumption of activities are at the sole discretion of Lessee, and may include, without limitation, open pit, underground, strip, or solution mining methods, together with the right to use so much of the surface as may be necessary, useful or convenient for construction of a milling facility, surface mine waste rock dump, and a tailings impoundment facility.

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ARTICLE 5. MANNER OF WORK. Xxxxxx agrees to cause all work, development and mining to be done in a careful and miner-like manner, and to conform in all respects to the mining laws and regulations of the United States and the State of Idaho.

ARTICLE 6. WORK REQUIREMENTS. The Lessee agrees to drill 3 diamond drill holes from the claim group, which are of sufficient depth to test the mineralized horizon in the Revett formation beneath the claims. These holes must be drilled within 3 years of the Effective Date (permitting dependent).

ARTICLE 7. PAYMENTS AND ROYALTIES.

(a) Claim Cost Reimbursement. At the day of signing (“Effective Date”), a payment of $250/claim will be made to Lessor as re-imbursement for the cost of staking. This will amount to $13,500 for the 54 claims included in this lease. This includes the maintenance fees due September 1, 2022.

(b) Initial Payment. At the day of signing (“Effective Date”), a payment of $12,000 will be made to Lessor.

(c) Annual Payment. A $12,000 annual payment will be due annually upon the anniversary of the signing of this Lease, beginning one year after signing of lease.

(d) Purchase Option. At the end of this 5 year lease the Lessee will have the option to purchase all of the claims described in Appendix A for $100,000. The royalty schedule described below will remain in effect after the execution of this purchase option. This can be paid in common shares of Lessee, conversion based upon share price at time of purchase, at Xxxxxx’s discretion.

(e) Royalty Schedule. Lessee shall pay Lessor a two percent (2.0%) Net Smelter Royalty (NSR) on all development and production of ores and minerals extracted, milled and sold from the Leased Premises. The NSR shall be paid on the first day of each quarter; provided, the foregoing quarterly payments of the NSR shall commence upon the production and sale of ores from the Leased Premises. Lessee may purchase back from Lessor one percent (1%) of the NSR for $1,000,000, with half paid in cash or other legal U.S. tender, provided such purchase occurs within the first five (5) year term of the Lease. The remaining half may be paid in common shares of Lessee, at Xxxxxx’s discretion.

Net Smelter Royalty is defined as the percentage of proceeds received from any smelter, buyer or agent who purchases the minerals minus any allowable smelting and transportation charges, but not including mining, milling or overhead costs.

ARTICLE 8. CLAIM FEES. Lessor shall pay all annual maintenance fees to the Bureau of Land Management not less than 30 days prior to the due date and provide receipt of such payment to the Lessee. Lessee shall provide Lessor the amount necessary for such annual payments by August 1^st of each year. This will begin in 2023.

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ARTICLE 9. STATE AND FEDERAL LAWS AND REGULATIONS; INSURANCE. Lessee shall comply with the Workmen’s Compensation laws of Idaho and with Social Security, Unemployment Insurance and all other state and federal laws and regulations relating to Xxxxxx’s operations and shall save Lessor harmless from any claim for damages or liability by reason thereof. Xxxxxx agrees to maintain Federal Mine Safety standards, including application for MSHA numbers and authorization. Xxxxxx agrees to follow all Environmental Protection regulations and Clean Water Standards as further described herein. Xxxxxx agrees to maintain a general liability policy of at least $1 million which names Xxxxxx as an additional insured for all work done on the Leased Premises.

ARTICLE 10. PROTECTION FROM LIENS AND DAMAGES. Lessee shall keep the Leased Premises and the whole and every part thereof free and clear of liens for labor done or work performed upon the Leased Premises or materials furnished or equipment rented to it for the development or operation thereof under this Lease.

ARTICLE 11. DEFAULT. The failure of Lessee to make or cause to be made any of the payments herein provided for or to keep or perform any material agreement on its part to be kept or performed according to the terms and provisions of this Lease, shall, at the election of the Lessor, constitute a forfeiture of the lease unless the default is cured within forty-five (45) days of the Lessor notifying the Lessee of the default.

ARTICLE 12. ENVIRONMENTAL COMPLIANCE. Except to the extent that such materials are the by-product of, or used in the normal course of Lessee’s operations and are properly disposed of, contained or stored in accordance with all environmental laws and other applicable laws, Lessee covenants and agrees not to introduce at, on or about any portion of the Leased Premises any hazardous materials, including asbestos, polychlorinated biphenyls, petroleum products or any other materials, wastes, and substances which are classified or regulated as “hazardous,” “toxic,” a “contaminant,” or a “pollutant” under any environmental laws, now existing or as later amended or enacted. Lessee shall comply with all applicable federal, state, regional, and local laws, regulations, and ordinances protecting the environment and natural resources including, but not limited to, the Federal Clean Water Act, Safe Drinking Water Act, Clean Air Act, Resource Conservation Recovery Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980, and all rules and regulations promulgated or adopted thereunder as same may, from time to time, be amended or enacted. Xxxxxx further agrees to indemnify and hold harmless Lessor for any and all costs to remediate hazardous materials introduced to the Leased Premises by Xxxxxx.

ARTICLE 13. SURRENDER OF PROPERTY. Upon a termination of this Lease, Xxxxxx shall surrender to Lessor possession of the Leased Premises and remove all of Lessee’s equipment, buildings, and property within one hundred and eighty (180) days of the termination. Provided further, within one hundred eighty (180) days of termination, Lessee shall also perform such reclamation work as is required (i) by the applicable rules, regulations, and laws of the State of Idaho and of the United States or any other governmental authority with jurisdiction over the Leased Premises, and (ii) to return the surface of the Leased Premises to an “as-received” condition.

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ARTICLE 14. RECORDATION OF SHORT FORM NOTICE. Within sixty (60) days of the Effective Date, Xxxxxx agrees to sign in front of a notary public a short-form notice of this Lease, and this notice shall be recorded in the property records of Sanders County.

ARTICLE 15. NOTICES. All notices given hereunder shall be addressed to the respective addresses given below:

If to Lessor,

Lightning Creek Resources Corp.

00000 Xxxxxx Xx

Rathdrum, ID 83858

If to Lessee,

KM Holdings USA, Inc.

6 ⁰/₀ Xxxxx 0xx Xxx

Suite 201

Walla Walla, WA 99362

the addresses for receiving notices may be changed by either party upon two (2) days previous written notice to the other party.

ARTICLE 16. LESSOR INDEMNITY. Xxxxxx agrees to defend, indemnify, and hold harmless Lessor, from and against any and all claims, litigation, actions, proceedings, losses, damages, liabilities, obligations, costs and expenses, including attorneys’, investigators’, expert witnesses’, and consulting fees, court costs and judicial or administrative litigation expenses arising from Xxxxxx’s use of the Leased Premises or this Lease. The parties agree this indemnification includes, but is not limited to claims related to or arising from physical injuries or death, claim fees, hazardous materials and/or remediation thereof or the violation or consequence of any federal, state, local or tribal law, regulation or ordinance relating to or affecting exploration, mining, milling, concentration, leaching, treatment, reclamation, remediation, land use, cultural properties, and historic artifacts in, on or under the Leased Premises. The terms and provisions of this Article shall survive the termination of the Lease.

ARTICLE 17. LESSEE INDEMNITY. Xxxxxx agrees to defend, indemnify, and hold harmless Lessee, from and against any and all claims, litigation, actions, proceedings, losses, damages, liabilities, obligations, costs and expenses, including attorneys’, investigators’, expert witnesses’, and consulting fees, court costs and judicial or administrative litigation expenses arising from prior use of the Leased Premises (use before the date of this Lease) by the Lessor or previous owners and/or operators. The parties agree this indemnification includes, but is not limited to claims related to or arising from physical injuries or death, claim fees, hazardous materials and/or remediation thereof or the violation or consequence of any federal, state, local or tribal law, regulation or ordinance relating to or affecting exploration, mining, milling, concentration, leaching, treatment, reclamation, remediation, land use, cultural properties, and historic artifacts in, on or under the Leased Premises. The terms and provisions of this Article shall survive the termination of the Lease.

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ARTICLE 18. OTHER TERMS.

(a) This Lease is the complete agreement between the parties and no amendment of this Lease shall be deemed effective unless agreed to by all the parties in a signed writing.

(b) This Lease constitutes the full and final expression of the Parties’ intention and agreement and supersedes any prior agreement(s) of the parties regarding the subject matter of this Lease, which are of no further force or effect.

(c) This Lease is a product of negotiation of both parties, represented by counsel, and the terms of this Lease shall not be construed against any one party as the drafter of this Lease.

(d) A waiver of one or more terms of this Lease shall not constitute a waiver of any of the other terms of this Lease.

(e) Lessor has satisfied itself in the suitability of the Leased Premises for Lessor’s purposes and has completed any and all due diligence it deems necessary. Lessor is not relying on any oral or written statement (not expressly set forth in this Lease) made by Xxxxxx, regarding any matters pertaining to this Lease.

(f) This Lease may be executed in counterparts, all of which taken together shall constitute a single and complete contract.

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IN WITNESS WHEREOF, the parties hereby execute this agreement as of the Effective Date set forth above.

LESSOR

LIGHTNING CREEK RESOURCES CORP.

/s/ Xxxx Xxxxx
By:	Xxxx Xxxxx
Its:	President and CEO
LESSEE
KM Holdings USA, Inc.
/s/ Xxxx Xxxx
By:	Xxxx X. Xxxx
Its:	President

Appendix A