SUBSCRIPTION AGREEMENT FOR SOLITARIO EXPLORATION & ROYALTY CORP.Subscription Agreement • July 2nd, 2012 • Solitario Exploration & Royalty Corp. • Gold and silver ores • Colorado
SOLITARIO EXPLORATION & ROYALTY CORP. June 28, 2012 Mr. Trey Wasser DHI Minerals (U.S.) Ltd. 680-789 West Pender Street Vancouver, B.C., Canada V6C 1H2Loan Repayment Agreement • July 2nd, 2012 • Solitario Exploration & Royalty Corp. • Gold and silver ores
This letter (the “Letter Agreement”) will confirm certain agreements between Solitario Exploration & Royalty Corp. (“Solitario”) and DHI Minerals (U.S.) Ltd. (“DHI US”), as the members of Mt. Hamilton LLC, a Colorado limited liability company (“MH LLC”) and representatives of the Management Committee of MH LLC (the “Management Committee”), concerning a distribution from MH LLC and the subsequent repayment of a loan made by Solitario to DHI US on May 17, 2011, to facilitate the buy-down by MH LLC of a portion of the production royalty payable under the Mt. Hamilton Lease (as defined in paragraph 1 below) and related amendments to the December 22, 2010 Limited Liability Operating Agreement of MH LLC (as amended, the “Operating Agreement”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, Solitario and DHI US agree as follows:
AMENDMENT TO LLC OPERATING AGREEMENTLLC Operating Agreement • July 2nd, 2012 • Solitario Exploration & Royalty Corp. • Gold and silver ores
THIS AMENDMENT (the “Amendment”) to the Limited Liability Company Operating Agreement of Mt. Hamilton LLC is executed on June 28, 2012, but effective as of the date of fulfillment of the condition precedent described in paragraph 3 below, between its Members, DHI Minerals (U.S.) Ltd., a Nevada corporation (“DHI”), and Solitario Exploration & Royalty Corp., a Colorado corporation (“Solitario”)
