SECURITY AGREEMENTSecurity Agreement • March 21st, 2011 • Standard Gold • Blank checks • Minnesota
THIS SECURITY AGREEMENT (this “Agreement”) is dated as of December 14, 2009, and is by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (“Wits Basin”), Hunter Bates Mining Corporation, a Minnesota corporation (“Hunter Bates”), Gregory Gold Producers, Inc., a Colorado corporation (“Gregory Gold”; and collectively with Wits Basin and Hunter Bates, the “Debtors” and each individually, a “Debtor”) and Kenglo One, Ltd., a company incorporated under the laws of Jersey, its successors and assigns (together with its successors and assigns, “Secured Party”).
LEASE AGREEMENTLease Agreement • March 21st, 2011 • Standard Gold • Blank checks
THIS LEASE AGREEMENT (this “Agreement” or “Lease”) is made, entered into and executed this 6th day of April, 2010, by and between FATHER GREGORY OFIESH and MARY JANE OFIESH, husband and wife (collectively, “Lessor”), and SHEA MINING & MILLING LLC, a corporation registered in Nevada (“Lessee”). Lessor and Lessee contract and agree as follows:
ENVIRONMENTAL INDEMNITYEnvironmental Indemnity • March 21st, 2011 • Standard Gold • Blank checks
This Environmental Indemnity (“Indemnity”) is made and effective as of August 25, 2009, by Shea Mining & Milling, LLC, a Nevada limited liability company (the “Indemnitor”), to and for the benefit of NJB Mining, Inc., an Arizona corporation (“Lender”), and each of its successors, assigns and participants, and its and their respective parent, subsidiary and affiliated corporations, and the respective directors, officers, agents, attorneys, and employees of each of the foregoing (each of which shall be referred to hereinafter individually as an “Indemnified Party” and collectively as “Indemnified Parties”).
FIRST AMENDMENT TO LEASE AGREEMENT AND CONTRACT AGREEMENTLease Agreement • March 21st, 2011 • Standard Gold • Blank checks
THIS FIRST AMENDMENT TO LEASE AGREEMENT AND CONTRACT AGREEMENT (this “Amendment”) is made and entered into as of March 11, 2011 (the “Effective Date”), by and between FATHER GREGORY OFIESH AND MARY JANE OFIESH (collectively, “Landlord”), STANDARD GOLD, INC., a Colorado corporation (“Tenant”), and LIBERTY PROCESSING LLC, a Nevada limited liability corporation (“Liberty”) (the latter a party to this Amendment only with respect to Recital D and Sections 6 and 8 (c) below).
PROMISSORY NOTE (Non-Revolving, Balloon Payment)Promissory Note • March 21st, 2011 • Standard Gold • Blank checks
TERM LOAN AGREEMENTTerm Loan Agreement • March 21st, 2011 • Standard Gold • Blank checks • Nevada
THIS TERM LOAN AGREEMENT (this “Agreement”) is made as of August 25, 2009 (the “Effective Date”), between Shea Mining & Milling, LLC, a Nevada limited liability company (“Borrower”), and NJB Mining, Inc., an Arizona corporation (“Lender”).
EXCHANGE AGREEMENTExchange Agreement • March 21st, 2011 • Standard Gold • Blank checks • Minnesota
This Exchange Agreement (hereinafter, the “Agreement”) is effective as of March 15, 2011, by and among Standard Gold, Inc., Colorado corporation (hereinafter “Standard Gold”); Shea Mining & Milling, LLC, a Nevada limited liability company (“Shea Mining”); and the members of Shea Mining listed on the signature page hereof (each a “Shea Mining Member,” and collectively the “Shea Mining Members”); Wits Basin Precious Minerals Inc., a Minnesota corporation (solely with respect to Section 3 hereof) (“Wits”); and Alfred A. Rapetti, individually (solely with respect to Section 3(d) hereof) (“Rapetti”).
ASSIGNMENT OF LEASES AND RENTSAssignment of Leases and Rents • March 21st, 2011 • Standard Gold • Blank checks
THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) dated and made effective August 21st, 2009, by Shea Mining & Milling, LLC, a Nevada limited liability company (“Borrower”), having its principal place of business at 192 Sandy Bunker Lane, Las Vegas NV 89148, for the benefit NJB Mining, Inc., an Arizona corporation, its successors and assigns (“Lender”), having an address at 10751 N. Frank Lloyd Wright Blvd., Suite 101, Scottsdale, Arizona 85259.
ASSIGNMENT AND ASSUMPTION OF LOAN DOCUMENTS AND LOAN MODIFICATION AGREEMENTAssignment and Assumption of Loan Documents and Loan Modification Agreement • March 21st, 2011 • Standard Gold • Blank checks • Nevada
THIS ASSIGNMENT AND ASSUMPTION OF LOAN DOCUMENTS AND LOAN MODIFICATION AGREEMENT (this “Agreement”) is executed on March 15, 2011 (the “Effective Date”), by and among SHEA MINING & MILLING, LLC, a Nevada limited liability company (“Assignor”), STANDARD GOLD, INC., a Colorado corporation, having an address at 900 IDS Center, 90 South Eighth Street, Minneapolis, Minnesota 55402 (“Assignee”), and NJB MINING, INC., an Arizona corporation (“Lender”), having an address at 10751 North Frank Lloyd Wright Blvd., Suite 101, Scottsdale, Arizona 85259.
