PURCHASE AGREEMENT among Elkhorn Goldfields, LLC Calais Resources, Inc. Calais Resources Colorado, Inc. and Apollo Gold, Inc. made as of February 1, 2010Purchase Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
This PURCHASE AGREEMENT (this “Agreement”) among Elkhorn Goldfields, LLC, a Delaware limited liability company (“Buyer”), Apollo Gold, Inc., a Delaware corporation (“Seller”), Calais Resources Colorado, Inc., a Nevada corporation (“Calais Colorado”), and Calais Resources, Inc., a corporation organized under the laws of British Columbia (“Calais Resources” and, together with Calais Colorado, “Calais”), is made as of February 1, 2010 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
WHEREAS the Executive is an Officer of the Company and is employed in the Business (as defined below) operated by the Company; and
AGREEMENT BY CALAIS RESOURCES COLORADO, INC. TO PURCHASE PERPETUAL INDEPENDENT ROYALTY INTEREST DATED JUNE 1, 1988 IN FAVOR OF TUSCO, INCORPORATEDAgreement by Calais Resources • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
This "Agreement to Purchase Perpetual Independent Royalty Interest Dated June 1, 1988 in Favor of Tusco, Incorporated" (the "Agreement", or "Purchase Agreement") is dated and effective this 4th day of April, 2008.
SETTLEMENT AGREEMENTSettlement Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
This Settlement Agreement (the "Agreement") is entered into as of October 27, 2010 (the "Effective Date"), by and between Calais Resources, Inc. ("Calais") and David Young ("Young").
ALLONGE TO PROMISSORY NOTECalais Resources Inc • May 9th, 2011 • Metal mining
This Allonge, the 2005 Allonge and the attached Note constitute collectively one and a singular instrument, and one shall not be negotiated, transferred or conveyed without the other; and the "Lender." within the meaning of the Loan Agreement, shall not effect any transferor replacement of the Note without attachment of the 2005 Allonge and this Allonge. Unless otherwise defined oi the context otherwise requires, capitalized terms used in this Allonge shall have the meanings assigned them in the Loan Agreement and the Letter Agreement
Promissory NoteCalais Resources Inc • May 9th, 2011 • Metal mining • Colorado
SETTLEMENT AGREEMENT FOR CERTAIN DEBENTURESSettlement Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
This Settlement Agreement For Certain Debentures (hereinafter, the “Agreement”) is made and entered into on this 10 day of December 2010, by and among Calais Resources, Inc., a corporation organized wider the laws of British Columbia ("Calais"), Marlowe and Judy Harvey ("Mr. and Mrs. Harvey"), and Argus Resources, Inc. ("Argus”). Mr. and Mrs. Harvey and Argus are collectively referred to as the “Harvey Parties,” Calais and the Harvey Parties are collectively referred to as the "Parties"
ALLONGE TO PROMISSORY NOTECalais Resources Inc • May 9th, 2011 • Metal mining
PURSUANT TO a loan agreement dated August 1, 2003 (the "Loan Agreement"), Calais Resources, Inc., a British Columbia corporation ("Calais BC"), Calais Resources Colorado, Inc., a Nevada corporation ("Calais Colorado"), and Aardvark Agencies, Inc., a Washington corporation ("Aardvark" and, collectively with Calais BC and Calais Colorado, the "Borrowers") executed and delivered the promissory note of the same date in the original principal amount of US $4,500,000 to which this Allonge is attached (the "Note"), payable to the parties described therein as the "Note Holder." On the date of this Allonge, MFPI Partners, LLC, a Delaware limited liability company (the "Purchaser"), has purchased the Note from the Note Holder, and taken an assignment of its interests in the Note, the Loan Agreement and certain collateral documentation relating thereto. Pursuant to a letter agreement dated the date hereof among the Borrowers and the Purchaser (the "Letter Agreement"), the Borrowers have adopted t
EndorsementCalais Resources Inc • May 9th, 2011 • Metal mining
This Endorsement is attached to and made a part of that certain Promissory Note dated August 11,2005, with an original principal balance of $807,650.11, as amended by an Extension of Deed of Trust and Security Agreement dated December 21, 2007, a Note and Trust Deed Modification Agreement of April 2008 dated June 12, 2008, a Note and Trust Deed Modification Agreement of August 2008 dated August 22, 2008, a Note and Trust Deed Modification Agreement of January 2009 dated January 22, 2009 and a Note and Trust Deed Modification Agreement of May 2009 dated May 26, 2009 (collectively, the "Promissory Note"), made by Calais Resources, Inc., and Calais Resources Colorado, Inc. (collectively, the "Maker") to Duane A. Duffy, Glenn E. Duffy, Luke Garvey and James Ober, known as the Duffy Group (collectively, the "Holder").
AMENDMENT AND EXTENSION AGREEMENTExtension Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining
This Amendment and Extension Agreement is made as of the 10th day of November, 2005, by and between Calais Resources, Inc., Buyer, and the Estate of John W. Snyder, Seller, to amend and extend that certain Vacant Land Contract to Buy and Sell Real Estate dated September 21, 2005 as follows:
OPTION AGREEMENTOption Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
THIS AGREEMENT is made and entered into November 29, 2005 by and between the BROADWAY GROUP, an unincorporated association of those certain individuals and entities listed on the signature pages hereto (collectively, the"Sellers"), and CALIM PRIVATE EQUITY, LLC, a Delaware limited liability company (the "Purchaser") and MENDEL BLUMENFELD, LLP, a Texas limited liability partnership (the "Escrow Agent").
Stringtown Mill Bill of SaleCalais Resources Inc • May 9th, 2011 • Metal mining
This Bill of Sale is entered into as effective this 21st day of December 2007, by and between SNH Investments, LLC ('Seller"), a Colorado limited liability company with offices at 6200 S. Vivian St., Littleton, CO 80127 and Calais Resources Inc. (Buyer) a British Columbia corporation with the address of PO Box 653 Nederland, CO 80444.
NOTE AND TRUST DEED MODIFICATION AGREEMENT OF APRIL 2008Note and Trust Deed Modification Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
THIS STOCK PLEDGE AGREEMENT (the "Agreement") is entered into as of as of March 23, 2009, by and between WALSH ENVIRONMENTAL SCIENTISTS AND ENGINEERS, LLC, a Colorado limited liability company, with a principal place of business located at 4888 Pearl East Circle, Suite 108, Boulder, Colorado 80301 ("Secured Party”) and CALAIS RESOURCES, INC., a Canadian corporation, with a principal place of business located at 4415 Caribou Road. P.O. Box 653, Nederland, Colorado 80466 ("Pledgor") in connection with that certain Promissory Note (the "Note”) of even date herewith between Walsh and Debtor in order to secure the payment obligations of Debtor under the Note.
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining
This Settlement and Release Agreement (the "Agreement") is entered into as of March 31, 2005 by and among Calais Resources, Inc., a British Columbia corporation ("Calais"), Thomas S. Hendricks, president and chief executive officer of Calais ("Hendricks") and Matthew C. Witt, former chief financial officer and Secretary of Calais, former officer of various Calais subsidiaries, and a resident of Colorado ("Witt"). Each of the foregoing parties is sometimes referred to as a “Party” and are collectively referred to as the "Parties."
Purchase AgreementPurchase Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
This Purchase Agreement (this "Agreement") is made as of the 12th day of March, 2010 by and among Apollo Gold Corporation, a corporation organized under the laws of the Yukon Territory (the "Company"). Calais Resources Colorado, Inc., a Nevada corporation ("Calais Colorado"). Calais Resources, Inc., a corporation organized under the laws of British Columbia ("Calais Resources" and, together with Calais Colorado, "Calais") and Duane A. Duffy, Glenn E. Duffy, Luke Garvey and James Ober, known as the Duffy Group (each an "Investor" and collectively, the "Investors").
FORBEARANCE AGREEMENTForbearance Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
This Forbearance Agreement (this "Agreement") is dated as of January 15, 2011 and is made by and among Brigus Gold Corp., a Yukon Territory corporation ("BGC"), Brigus Gold, Inc., a Delaware corporation ("BGI and, together with BGC, "Brigus"), Calais Resources Inc., a British Columbia corporation ("CRI-, and Calais Resources Colorado, Inc .a Nevada corporation ("CRCI" and, together with CRI, "Borrowers").
MFPI Partners, LLC Aspen, Colorado 81611 July 27, 2006Calais Resources Inc • May 9th, 2011 • Metal mining • Colorado
With respect to the above-referenced letter agreement (the "Initial Agreement") between Calais Resources, Inc. (the "Company") and Calim Private Equity, LLC ("Calim"), this letter (this "Amendment") shall serve to amend and clarify certain of the terms of the Initial Agreement as well as provide certain terms under which MFPI Partners, LLC, an affiliate of Calim ("MFPI"), has provided and may hereafter provide funding to the Company pending completion of the various transactions provided for in the Initial Agreement and in this Amendment. If you are in agreement with the terms of this Amendment, please execute a counterpart in the space indicated. The Initial Agreement and this Amendment may be collectively referred to as this "Agreement."
SETTLEMENT AGREEMENTSettlement Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
This Settlement Agreement (the "Agreement") is entered into as of October 28th , 2010 (the "Effective Date”), by and between Calais Resources, Inc. ("Calais") and Matt Witt ("Witt”).
ASSIGNMENT OF LOAN PROPERTYCalais Resources Inc • May 9th, 2011 • Metal mining
THIS ASSIGNMENT OF LOAN PROPERTY (this "Assignment") is made and entered into as of the 12th day of March, 2010 by (1) Duane A. Duffy, Glenn E. Duffy, Luke Garvey and James Ober, known as the Duffy Group (collectively, "Assignor"), and (2) Calais Resources, Inc., a British Columbia corporation, and Calais Resources Colorado, Inc., a Nevada corporation (collectively, "Borrower"), for the benefit of Apollo Gold, Inc., a Delaware corporation ("Assignee").
VACANT LAND CONTRACT TO BUY AND SELL REAL ESTATEVacant Land Contract • May 9th, 2011 • Calais Resources Inc • Metal mining
EXPLORATION AGREEMENTExploration Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado
FURTHER EXTENSION AND RESTATEMENT OF PURCHASE OPTION AGREEMENT-REPUBLIC OF PANAMA CONCESSIONSCalais Resources Inc • May 9th, 2011 • Metal mining • Colorado
THIS Further Extension and Restatement of Purchase Option Agreement - Republic of Panama Concessions (hereinafter, "POA") is entered into effective this 15th day of September, 2005, by and between the following parties:
