LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MT. HAMILTON LLC Dated effective as of December 22, 2010Limited Liability Company Operating Agreement • December 28th, 2010 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Colorado
THE SALE OF INTERESTS IN THE COMPANY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION. INTERESTS MAY NOT BE OFFERED OR SOLD ABSENT AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THE COMPANY HAS THE RIGHT TO REQUIRE ANY POTENTIAL TRANSFEROR OF AN INTEREST TO DELIVER AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY BEFORE ANY TRANSFER TO THE EFFECT THAT EXEMPTIONS FROM APPLICABLE REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE FOR THE TRANSFER. IN ADDITION, THIS AGREEMENT CONTAINS ADDITIONAL SUBSTANTIAL RESTRICTIONS ON THE TRANSFER OF INTERESTS.
SOLITARIO AND ELY GOLD & MINERALS ENTER INTO DEFINITIVE JOINT VENTURE AGREEMENT ON MT. HAMILTON GOLD PROJECT IN NEVADADefinitive Joint Venture Agreement • December 28th, 2010 • Solitario Exploration & Royalty Corp. • Gold and silver ores
Denver, Colorado: Solitario Exploration & Royalty Corp. ("Solitario;" NYSE Amex: XPL; TSX: SLR) and Ely Gold & Minerals Inc. ("Ely;" TSX.V: ELY) announced signing of the Limited Liability Company Operating Agreement of Mt. Hamilton LLC (the "Agreement") for Mt. Hamilton LLC, a limited liability company (the "Company") which now holds the Mt. Hamilton project assets. As previously announced, Solitario contributed its initial investment to the Company by making a US$300,000 advance royalty payment to the owners of the property subject to the Mt. Hamilton lease. Per the terms of the Agreement, DHI Minerals (U.S.) Ltd., Ely's wholly owned US subsidiary, has contributed all of its interests in the Mt. Hamilton project to the Company for a 90% initial interest in the Company and Solitario has a 10% initial interest in the Company by virtue of its initial US$300,000 contribution. The Mt. Hamilton project is an advanced gold project where over 314 drill holes have defined the Centennial gold d
LIMITED LIABILITY COMPANY CONTRIBUTION AGREEMENTLimited Liability Company Contribution Agreement • December 28th, 2010 • Solitario Exploration & Royalty Corp. • Gold and silver ores
This Contribution Agreement (this "Agreement"), effective as of December 22, 2010 (the "Effective Date"), is among DHI Minerals (U.S.) Ltd., a Nevada Corporation ("DHI US"), Solitario Exploration & Royalty Corp., a Colorado corporation ("Solitario"), and Mt. Hamilton LLC, a Colorado limited liability company (the "Company"). DHI US, Solitario and the Company sometimes are referred to collectively as the "Parties," and each individually as a "Party."
