Royalty Option to Purchase Agreement, dated December 17, 2021

EX-10.10 2 ex10-10.htm

 

Exhibit 10.10

 

Royalty Option to Purchase Agreement

(Olinghouse Royalty; Washoe County, Nevada)

 

This Royalty Option to Purchase Agreement (“Agreement”) is dated effective December 17, 2021 (the “Effective Date”), by and among Target Minerals, Inc., a Nevada corporation (“Target” or “Optionor”), Nevada Canyon LLC, a Nevada limited liability company (“Nevada Canyon” or “Optionee”), and Nevada Canyon Gold Corp., a Nevada corporation (“Nevada Canyon Parent” or “NGLD”). Optionor, Optionee, and Nevada Canyon Parent sometimes referred to individually as a “Party” and collectively as the “Parties.”

 

Recitals

 

A.	Optionor holds the rights to a production royalty (the “Olinghouse Royalty”) in an amount equal to one percent (1%) of the net smelter returns for all gold and other minerals of any type produced from the patented and unpatented mining claims more particularly described in Exhibits A-1 through A-7 attached to and by this reference incorporated in this Agreement (the “Olinghouse Properties”).
B.	Optionor’s right to the Olinghouse Royalty granted pursuant to that certain Option to Purchase Agreement dated January 14, 2009 (together with all amendments thereto, the “Olinghouse Agreements”), as amended by the Amended Royalty Agreement (NSR) dated effective October 31, 2017, by and between Lake Mountain Mining, LLC, a Nevada limited liability company (“Lake Mountain Mining”), as optionee successor-in-interest to MSM Resource, L.L.C., a Nevada limited liability company, and Optionor, as optionor.
C.	Optionor desires to grant to Optionee the exclusive right and option, exercisable at any time during the Option Period in Optionee’s sole discretion, to acquire all of Optionor’s right, title, and interest in and to the Olinghouse Royalty, under the terms and conditions of this Agreement.

 

Agreement

 

Now, therefore, in consideration of their mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

 

Article 1

Defined Terms

 

1.1 Definitions. In addition to other defined terms in this Agreement, the following terms shall have the meanings stated below when used in this Agreement:

 

(a) “Assignment” means the Assignment and Deed of Royalty (the form of which is attached to this Agreement as Exhibit C) which is to be executed and delivered by Optionor on Optionee’s exercise and closing of the Purchase Option in accordance with Article 3.

 

 

(b) “Cash Consideration” has the meaning ascribed to that term in Section 2.4(a).

 

(c) “Closing” means when the conditions in Article 4 have been satisfied by the Parties.

 

(d) “Closing Date” has the meaning ascribed to that term in Section 3.2.

 

(e) “Encumbrance” means any encumbrance, lien, charge, pledge, mortgage, title retention agreement, security interest of any nature, prior claim, adverse claim, exception, reservation, restrictive covenant, agreement, easement, lease, license, right of occupation, option, right to acquire, right of use, right of first refusal, right of pre-emption, privilege or any matter capable of registration against title.

 

(f) “Effective Date” has the meaning ascribed that term in the Preamble.

 

(g) “Initial Term” has the meaning ascribed to term in Section 2.2.

 

(h) “Exchange” means any national securities exchange registered under the Securities Exchange Act of 1934.

 

(i) “Lake Mountain Mining” means Lake Mountain Mining, LLC, a Nevada limited liability company.

 

(j) “Memorandum” means the memorandum of this Agreement (the form of which is attached to this Agreement as Exhibit D) which is to be executed and delivered by the pursuant to Section 10.6.

 

(k) “Nevada Canyon” means Optionee.

 

(l) “Nevada Canyon 10-Day VWAP Calculation” means the price equal to the volume weighted average closing price of the Nevada Canyon Parent Shares on an Exchange for the ten (10) trading days immediately preceding the Option Exercise Date.

 

(m) “Nevada Canyon Parent” means Nevada Canyon Gold Corp., a Nevada corporation, and its successors and assigns.

 

(n) “Nevada Canyon Parent Shares” means common shares in the capital stock of Nevada Canyon Parent as presently constituted.

 

(o) “NGLD” means Nevada Canyon Parent.

 

(p) “Olinghouse Agreements” has the meaning ascribed to that term in Recital B.

 

(q) “Olinghouse Properties” has the meaning ascribed to that term in Recital A, and shall include any mining claims or other mineral properties intended to be made subject to the Olinghouse Royalty pursuant to the Olinghouse Agreements which may not otherwise be described in Exhibits A-1 through A-7.

 

 

(r) “Olinghouse Royalty” has the meaning ascribed to that term in Recital A.

 

(s) “Olinghouse Royalty Deed” means the Royalty Deed (the form of which is attached as Exhibit B) in which Lake Mountain Mining, LLC, a Nevada limited liability company, grants to Optionor the Olinghouse Royalty in accordance with the terms of the Olinghouse Agreements.

 

(t) “Optionee” means Nevada Canyon LLC, a Nevada limited liability company, and its successors and assigns.

 

(u) “Optionee Deliverables” has the meaning ascribed to that term in Section 3.3(b).

 

(v) “Option Exercise Date” has the meaning ascribed to that term in Section 3.1.

 

(w) “Option Exercise Notice” has the meaning ascribed to that term in Section 3.1.

 

(x) “Optionor” means Target Minerals, Inc., a Nevada corporation, and its successors and assigns.

 

(y) “Optionor Deliverables” has the meaning ascribed to that term in Section 3.3(a).

 

(z) “Option Payment” has the meaning ascribed to that term in Section 2.3.

 

(aa) “Option Period” has the meaning ascribed to term in Section 2.2.

 

(bb) “Party” and Parties” has the meanings ascribed to those terms in the Preamble.

 

(cc) “Purchase Option” means the right and option granted by Optionor to Optionee to purchase the Olinghouse Royalty in accordance with Article 2.

 

(dd) “Purchase Price” has the meaning ascribed to that term in Section 2.4.

 

(ee) “Share Consideration” has the meaning ascribed to that term in Section 2.4(b).

 

(ff) “Target” means Optionor.

 

(gg) “Transaction” means the purchase and sale of the Olinghouse Royalty and all other transactions contemplated in this Agreement.

 

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Article 2

Grant of Option; Term; Payments; Obligations

 

2.1 Grant of Purchase Option. Optionor hereby grants and gives to Optionee the sole and exclusive right and option (the “Purchase Option”), exercisable at any time during the Option Period in Optionee’s sole discretion, to purchase and acquire all of Optionor’s right, title and interest in and to the Olinghouse Royalty, free and clear of all Encumbrances.

 

2.2 Option Period. Subject to Section 2.5, the term of this Agreement shall commence on the Effective Date and shall continue up to and including the later of either: (i) one (1) year from the Effective Date (the “Initial Term”); or (ii) sixty (60) days after the date on which Optionor delivers to Optionee a copy of the fully executed and recorded Olinghouse Royalty Deed in accordance with Section 2.5; whichever is to occur last (the “Option Period”).

 

2.3 Option Payment. In consideration for the granting of the Purchase Option, Optionee shall pay to Optionor or its designee a payment equal to Two Hundred Thousand Dollars (US$200,000) in cash by wire transfer within five (5) business days of the Effective Date (the “Option Payment”). Unless Optionee exercises the Purchase Option, the Option Payment shall constitute Optionee’s sole payment obligation for the duration of the entire Option Period.

 

2.4. Purchase Price. The total purchase price (the “Purchase Price”) of the Olinghouse Royalty shall be either (i) Two Million Dollars (US$2,000,000) in cash by wire transfer, or (ii) Two Million (2,000,000) in Nevada Canyon Parent Shares, the determination of which shall be as follows:

 

	(a)	if the Nevada Canyon 10-Day VWAP Calculation is less than US$1.25 per share, the Purchase Price shall be paid in cash by wire transfer (the “Cash Consideration”); or
	(b)	if the Nevada Canyon 10-Day VWAP Calculation is more than US$1.25 per share, the Purchase Price shall be paid in the form of Two Million (2,000,000) Nevada Canyon Parent Shares (the “Share Consideration”).

 

2.5 Optionor Obligations During Option Period. Optionor shall: (a) cause the Olinghouse Royalty Deed to be fully executed by the parties thereto; and (b) record the fully executed Olinghouse Royalty Deed with the Office of the Washoe County Recorder, Nevada. After recording, Optionor shall deliver to Optionee a county-stamped copy of the recorded Olinghouse Royalty Deed. Optionor acknowledges that the execution and recording of the Olinghouse Royalty Deed is a material and necessary obligation in order to effectuation the transactions contemplated in this Agreement. Accordingly, the Parties agree that if Optionor does not record and deliver to Optionee a county-stamped copy of the fully executed recorded Olinghouse Royalty Deed within the Initial Term, the term of this Agreement shall continue and automatically be extended such that it expires either sixty (60) days after the date on which Optionor delivers to Optionee a copy of the fully executed and recorded Olinghouse Royalty Deed in accordance with this Section 2.5.

 

 

Article 3

Closing of Purchase Option

 

3.1 Notice of Exercise of Purchase Option. If Optionee elects to exercise the Purchase Option, Optionee shall deliver written notice to Optionor during the Option Period confirming Optionee’s exercise of the Purchase Option (the “Option Exercise Notice”). The Option Exercise Notice shall include (i) the Optionee’s calculation of the Nevada Canyon 10-Day VWAP, and (ii) a statement confirming whether the Purchase Price shall be paid in the form of Cash Consideration or Share Consideration, the choice of which shall be determined in accordance with Section 2.4. The date on which Optionee delivers to Optionor the Option Exercise Notice shall be the “Option Exercise Date.”

 

3.2 Closing Date. Subject to the terms of this Agreement, the Closing of the Purchase Option as contemplated in this Agreement shall take place within sixty (60) days after the Option Exercise Date, at such time and place as mutually agreeable to the Parties, or on such other date as mutually agreeable to the Parties. The date on which the Closing occurs is referred to as the “Closing Date.”

 

3.3 Closing Deliverables. On or before Closing, the Parties shall deliver the following:

 

(a)

Optionor Deliverables. On or before Closing, Optionor shall deliver to Optionee the following (collectively, the “Optionor Deliverables”):

 

(i)

a duly executed Assignment of Royalty Interest in the form attached to this Agreement as Exhibit C (the “Assignment”); and

 

(ii)

such other documents, certificates and other instruments as would be usual in respect of the transaction contemplated by this Agreement, or otherwise in the mutual and reasonable opinion of counsel are reasonably necessary for the proper consummation of this transaction to validly complete the sale and transfer to the Optionee of all of the right, title and interest of the Optionor in and to the Olinghouse Royalty.

 

(b)

Optionee Deliverables. On or before Closing, Optionee (and Nevada Canyon Parent, as applicable) shall deliver to Optionor the following (collectively, the “Optionee Deliverables”):

 

(i)

a duly executed Assignment;

 

(ii)

the Purchase Price in the form of either the Cash Consideration or the Share Consideration, as determined and described in the Option Exercise Notice; and

 

(iii)

such other documents, certificates and other instruments as would be usual in respect of the transaction contemplated by this Agreement, or otherwise in the mutual and reasonable opinion of counsel are reasonably necessary for the proper consummation of this transaction to validly complete the sale and transfer to the Optionee of all of the right, title and interest of the Optionor in and to the Olinghouse Royalty.

 

 

3.4 Closing Costs. Optionee shall pay the fees associated with the Closing of the Option, including recording fees, real property transfer taxes, document preparation fees, and similar costs not specifically otherwise allocated under the terms of this Agreement.

 

Article 4

Conditions of Closing

 

4.1 Closing Conditions in Favor of Optionor. Optionor shall be obliged to complete the Transaction only if each of the following conditions precedent has been satisfied in full:

 

(a)

all of the representations and warranties of Optionee made in this Agreement are true and correct in all material respects as of the Closing Date with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement);

 

(b)

Optionee has complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by Optionee on or before the Closing Date, to the satisfaction of the Optionor, acting reasonably; and

 

(c)

Optionee has caused to be delivered to Optionor the Optionee Deliverables in accordance with Section 3.3(b).

 

Each of the conditions set out in Section 4.1 is for the exclusive benefit of Optionor and the Optionor may waive compliance with any such condition in whole or in part by notice in writing to the Optionee, except that no such waiver operates as a waiver of any other condition.

 

4.2 Closing Conditions in Favor of Optionee. Optionee shall be obliged to complete the Transaction only if each of the following conditions precedent has been satisfied in full:

 

(a)

all of the representations and warranties of Optionor made in this Agreement are true and correct in all material respects as of the Closing Date with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement);

 

(b)

Optionor has complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by Optionor on or before the Closing Date, to the satisfaction of the Optionee, acting reasonably;

 

 

(c)

Optionor has caused to be delivered to Optionee the Optionor Deliverables in accordance with Section 3.3(a); and

 

(d)

Optionor has caused the recording of the fully executed Olinghouse Royalty Deed in the Office of the Washoe County Recorder, Nevada, in accordance with Section 2.5.

 

Each of the conditions set out in Section 4.2 is for the exclusive benefit of Optionee and Optionee may waive compliance with any such condition in whole or in part by notice in writing to the Optionor, except that no such waiver operates as a waiver of any other condition.

 

Article 5

Representations, Warranties, and Covenants

 

5.1 Optionor’s Representations, Warranties, and Covenants. Optionor represents, warrants, and covenants to Optionee that:

 

(a)

Optionor is a corporation duly and validly subsisting under the laws of the State of Nevada and that all necessary approvals of its directors, officers and shareholders, and any further approvals that may be required in connection therewith, have been obtained or shall have been obtained on or prior to the Effective Date to authorize the entering into and delivery of this Agreement and the taking of all actions required pursuant hereto by the Optionor;

 

(b)

Optionor is, and during the period of the Option shall be, the legal and beneficial holder of a one hundred percent (100%) interest in the Olinghouse Royalty, and has all the rights, free and clear of any and all defects, charges, liens and encumbrances;

 

(c)

no other person has any agreement or other right to acquire any interest in the Olinghouse Royalty nor are there any liens against the Olinghouse Royalty;

 

(d)

to the knowledge of Optionor, no consent or approval of any third party or Governmental Authority is required for the execution, delivery or performance by Optionor of this Agreement;

 

(e)

Optionor acknowledges that it has had the opportunity to obtain independent legal advice with respect to entering into this Agreement, and that (x) Optionor has obtained such independent legal advice, and (y) Optionor is entering into this Agreement voluntarily and with full knowledge of the contents hereof;

 

 

 

(f)

Optionor shall, during the Option Period, cooperate with Optionee, at no cost to Optionor or its affiliates, to keep the Olinghouse Royalty in good standing and full force and effect;

 

(i)

During the Option Period, Optionor shall not: (i) create, grant or issue any encumbrance in respect of the Olinghouse Royalty or otherwise sell or dispose of the whole or any part or interest in the Olinghouse Royalty; or (ii) make any material change to, the whole or a material part of Olinghouse Royalty.

 

5.2 Optionee’s Representations, Warranties, and Covenants. Optionee represents, warrants and covenants to Optionor that Optionee is a limited liability company, duly and validly subsisting under the laws of Nevada and that all necessary approvals, if any, have been obtained or shall have been obtained on or prior to the Effective Date to authorize the entering into and delivery of this Agreement and the taking of all actions required pursuant hereto by Optionee.

 

5.3 Mutual Representations, Warranties, and Covenants. Each of the Parties covenants, warrants, and represents for itself as follows:

 

(a)

that it has complied with all applicable laws and regulations of any governmental body, federal, state or local, regarding the terms of and performance of its obligations under this Agreement;

 

(b)

that there are no lawsuits or proceedings pending or threatened which affect its ability to perform the terms of this Agreement;

 

(c)

that except as otherwise provided in this Agreement, it shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement;

 

(d)

that it has had no dealings with any agent, broker or finder in connection with this Agreement, and shall indemnify, defend and hold the other Party harmless from and against any claims that may be asserted through such Party that any agent’s broker’s or finder’s fee is due in connection with this Agreement; and

 

(e)

that it is not on the Specially Designated National & Blocked Persons List of the Office of Foreign Assets Control of the United States Treasury Department and is not otherwise blocked or banned by any foreign asset office rule or any other law or regulation, including the USA Patriot Act or Executive Order 13224.

 

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Article 6

Nevada Canyon Parent Shares

 

6.1 Optionor Acknowledgements Concerning Nevada Canyon Parent Shares. Optionor represents and warrants to Nevada Canyon Parent, and acknowledges that the Nevada Canyon Parent is relying on such representations and warranties in entering this Agreement and completing the purchase and sale as contemplated in this Agreement, that:

 

(a)

Optionor has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks with respect to an investment in the Nevada Canyon Parent Shares. With the assistance of Optionor’s own professional advisors, to the extent that it has deemed appropriate, Optionor has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Nevada Canyon Parent Shares and has made its own independent decision that the investment in the Nevada Canyon Parent Shares is suitable and appropriate for it. Optionor has considered the suitability of the Nevada Canyon Parent Shares as an investment in light of its circumstances and financial condition and is able to bear the risks associated with an investment in the Nevada Canyon Parent Shares.

 

(b)

Optionor is familiar with the business and financial condition and operations of Nevada Canyon Parent and has had the opportunity to conduct its own investigation of Nevada Canyon Parent and the Nevada Canyon Parent Shares. Optionor has had access to the filings of Nevada Canyon Parent made with the Securities and Exchange Commission and such other information concerning Nevada Canyon Parent and the Nevada Canyon Parent Shares as it deems necessary to enable it to make an informed investment decision. Optionor has been offered the opportunity to ask such questions of Nevada Canyon Parent and its representatives and received answers thereto, as it deems necessary to enable it to make an informed investment decision.

 

(c)

Optionor is an “accredited investor” as defined in Rule 501(a) under Regulation D of the Securities Act of 1933 (the “Securities Act”).

 

(d)

Optionor is acquiring the Nevada Canyon Parent Shares solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Nevada Canyon Parent Shares. Optionor understands that the offer and sale of the Nevada Canyon Parent Shares have not been registered under the Securities Act or any state securities laws and are being issued without registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act, which exemption depends in part upon the investment intent of Optionor and the accuracy of the other representations and warranties made by it in this Agreement. Optionor understands that Nevada Canyon Parent is relying upon the representations, warranties and agreements contained in this Agreement for the purpose of determining whether the issuance of the Nevada Canyon Parent Shares to Optionor meets the requirements for such exemption.

 

 

(e)

Optionor acknowledges and understands that Nevada Canyon Parent may be in possession of material non-public information not known to Optionor that may impact the value of the Nevada Canyon Parent Shares (“Information”) that Nevada Canyon Parent has not disclosed to Optionor. Optionor acknowledges that it has not relied upon the non-disclosure of any such Information for purposes of making their decision to invest in the Nevada Canyon Parent Shares. Optionor understands, based on its experience, the disadvantage to which Optionor is subject due to the disparity of information between Nevada Canyon Parent, on the one hand, and Optionor, on the other hand.

 

(f)

Optionor understands that the Nevada Canyon Parent Shares, whether certificated or in book-entry form, will bear a restrictive legend in substantially the following form:

 

The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended, or (iv) the securities are transferred without consideration to an affiliate of such holder or a custodial nominee (which for the avoidance of doubt shall require neither consent nor the delivery of an opinion).

 

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Article 7

Termination; Amendment; Waiver

 

7.1 Termination by Optionor. Any failure by Optionee to perform any of its covenants, liabilities, obligations or responsibilities under this Agreement shall be a default. Optionor may give Optionee written notice of a default. If a payment default is not remedied within twenty (20) days after receipt of the notice, or any other default is not remedied within forty (40) days after receipt of the notice, provided the default can reasonably be cured within that time, or, if not, if Optionee has not within that time commenced action to cure the same or does not after such commencement diligently prosecute such action to completion, Optionor may terminate this Agreement by delivering notice to Optionee of Optionor’s termination of this Agreement, provided that if Optionee contests Optionor’s notice of default or Optionor’s assertion that Optionee has not timely cured or commenced action to cure the alleged default, Optionor may not terminate this Agreement unless and until issues of the alleged default and failure to cure the alleged default have been determined by a court of competent jurisdiction. In such case, Optionee shall have such time as provided by the decree or order of the court having jurisdiction of the dispute concerning the alleged default or failure to cure the alleged default. On termination of this Agreement based on Optionee’ default, within ten (10) days Optionee shall execute and deliver to Optionor a release and termination of this Agreement in form acceptable for recording.

 

7.2 Termination by Optionee. Optionee may at any time terminate this Agreement by giving ten (10) days’ written notice to Optionor. If Optionee terminates this Agreement, Optionee shall perform all obligations and pay all payments which accrue or become due before the termination date. On Optionee’ termination of this Agreement, within ten (10) days Optionee shall execute and deliver to Optionor a release and termination of this Agreement in form acceptable for recording.

 

7.3 Amendment. This Agreement may not be amended except by an instrument signed by all the Parties.

 

7.4 Waiver. Any failure of a Party to comply with any provision hereof may be waived by the Party entitled to the benefit thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such provision shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure.

 

Article 8

Assignment

 

8.1 Optionor’s Assignment. Optionor shall have the right to assign or otherwise transfer all or any part of its interest in this Agreement or the Olinghouse Royalty. No change in ownership of Optionor’s interest in the Olinghouse Royalty shall affect Optionee’s obligations under this Agreement unless and until Optionor delivers and Optionee receives copies of the documents which demonstrate the change in ownership of Optionor’s interest.

 

 

8.2 Optionee’s Assignment. Optionee shall not assign or transfer to a third party (each a “Transfer”) all or any part of its interest in this Agreement or the Olinghouse Royalty, without, in each case, Optionor’s prior written consent, which shall not be delayed or withheld unreasonably. Optionor shall respond to Optionee’s request for consent within ten (10) days following Optionor’s receipt of Optionee’s request. If Optionor does not timely inform Optionee that Optionor does not consent to the proposed Transfer, Optionor shall be deemed to have approved the Transfer. Each transferee of any interest in this Agreement shall execute and deliver an instrument by which the transferee agrees to assume and perform the obligations of the assignor under this Agreement.

 

Article 9

Notices

 

9.1 Notices. No notice, request, demand, instruction or other document to be given to any Party shall be effective for any purpose unless delivered to the person at the appropriate address stated below (in which event such notice shall be deemed effective only upon such delivery) delivered by air courier next-day delivery (e.g., Federal Express), or delivered by U.S. mail, sent by registered or certified mail, return receipt requested, or by electronic mail, as follows:

 

If to Optionor:		Target Minerals, Inc.
		15 Calcite Drive
		Carson City, Nevada 89706
		Attn: Mitch Fanning
		E-mail: ***@***

 

If to Optionee:		Nevada Canyon LLC
		316 California Ave, Suite 543
		Reno, Nevada 89509
		Attn: Jeff Cocks
		E-mail: ***@***

 

If to Nevada Canyon Parent:		Nevada Canyon Gold Corp.
		316 California Ave, Suite 543
		Reno, Nevada 89509
		Attn: Jeff Cocks
		E-mail: ***@***

 

Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the third day following deposit of same in any United States Post Office in the state to which the notice is addressed or on the fourth day following deposit in any such post office other than in the state to which the notice is addressed, postage prepaid, addressed as stated above. Notices sent by electronic mail during regular business hours shall be deemed to have been given the same business day and, otherwise, on the subsequent business day. The addresses and addressees, for the purpose of this Section, may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written notice of change is received, the last address and addressee stated by written notice, or provided herein if no such written notice of change has been received, shall be deemed to continue in effect for all purposes hereunder.

 

 

Article 10

Miscellaneous Provisions

 

10.1 Binding Effect of Obligations. This Agreement shall be binding upon and inure to the benefit of the respective Parties and their successors or assigns.

 

10.2 Entire Agreement. The Parties agree that the entire agreement between them is written in this Agreement. There are no terms or conditions, express or implied, other than expressly stated in this Agreement. This Agreement may be amended or modified only by a written instrument signed by the Parties with the same formality as this Agreement.

 

10.3 Governing Law and Forum Selection. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada. The forum for any action regarding the construction or enforcement of this Agreement shall be the Second Judicial District Court, Washoe County, Reno, Nevada. The prevailing Party in any such action shall be entitled to an award of its costs and attorney’s fees incurred in such action.

 

10.4 Confidentiality. The data and information, including the terms of this Agreement, coming into the Parties’ possession by virtue of this Agreement shall be deemed confidential and shall not be disclosed to outside third parties except as may be required to publicly record or protect title to the Property or to publicly announce and disclose information under Governmental Regulations or under the rules and regulations of any stock exchange on which the stock of a Party, or the parent or affiliates of a Party, is listed. If a Party negotiates for a transfer of all or any portion of such Party’s interest in the Property or under this Agreement or negotiates to procure financing or loans relating to the Property, in order to facilitate any such negotiations such Party shall have the right to furnish information to third parties, provided that each third Party to whom the information is disclosed agrees to maintain its confidentiality in the manner provided in this Section.

 

10.5 Memorandum. The Parties shall execute and deliver a memorandum of this Agreement. The execution of the Memorandum shall not limit, increase or in any manner affect any of the terms of this Agreement or any rights, interests or obligations of the Parties.

 

10.6 Computation of Time. Any reference herein to time periods of less than six (6) days shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day.

 

10.7 Further Assurances. The Parties each agree to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations additional to those otherwise imposed by this Contract) as either may reasonably request from time to time, whether at or after the Closing, in furtherance of the purposes of this Agreement.

 

 

10.8 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND INTENTIONALLY FOREVER WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING AT LAW, AT EQUITY, IN TORT OR CONTRACT) BROUGHT BY ANY PARTY AGAINST SUCH PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.8 SHALL SURVIVE THE TERMINATION HEREOF.

 

10.9 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. Such counterparts may be delivered by facsimile or electronic transmission and the receiving Party is entitled to rely on the same to the same extent as if it had been an executed original.

 

10.10 Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any governmental regulations, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.

 

[Signature page follows.]

 

 

The Parties have executed this Agreement as of the Effective Date.

 

	Optionor:
	TARGET MINERALS, INC., a Nevada corporation
	By:	/s/ Mitch Fanning
	Name:	Mitch W. Fanning
	Title:	President
	Optionee:
	NEVADA CANYON LLC, a Nevada limited liability company
	By its Managing Member:
	NEVADA CANYON GOLD CORP., a Nevada corporation
	By:	/s/ Jeffrey Cocks
	Name:	Jeffrey A. Cocks
	Title:	President
	Nevada Canyon Parent:
	NEVADA CANYON GOLD CORP., a Nevada corporation
	By:	/s/ Jeffrey Cocks
	Name:	Jeffrey A. Cocks
	Title:	President

 

 

Exhibit A-1

LMM Patented Claims

 

The Olinghouse Properties include the following four (4) patented mining claims situated in Sections 20 and 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:

 

Claim Name		Mineral Survey No.		Patent No.		Assessor’s Parcel No.
No 2 Mine Lode		2748		46333		079-150-16
Standard Lode		4325		649108		079-150-38
Alice		2591		31379		079-150-41
Mattie B.		2591		31379		079-150-42

 

Total of four (4) patented mining claims.

 

[End of Exhibit A-1]

 

 

Exhibit A-2

LMM Unpatented Claims

 

The Olinghouse Properties include the following two hundred and seventy-nine (279) unpatented lode and placer claims situated in Sections 11 and 14, T. 21 N., R. 22 E., and Sections 2, 3, 9, 10, 11, 14 through 23, and 27 through 32, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
1		SUNBEAM		8/29/1964		NMC10515		NV101548899
2		CAROLINE		8/29/1964		NMC10845		NV101755458
3		KEYSTONE		5/12/1951		NMC43815		NV101758291
4		INSPIRATION		10/1/1950		NMC43816		NV101401279
5		MARGARET		7/1/1923		NMC43818		NV101609468
6		KEYSTONE EXT		1/7/1938		NMC43819		NV101549807
7		GOLD FRAC		7/19/1964		NMC81225		NV101457511
8		SUNBEAM EXTENSION		2/11/1980		NMC143733		NV101344241
9		KAREN		10/4/1980		NMC167606		NV101606750
10		GOLD HILL #1		5/15/1981		NMC200993		NV101546321
11		GOLD HILL #2		5/22/1981		NMC200994		NV101454435
12		JENI		5/11/1981		NMC200995		NV101454603
13		GOLD QUEEN # 1		6/26/1981		NMC208547		NV101452396
14		GOLD QUEEN # 2		7/15/1981		NMC208548		NV101496126
15		FRANKFREE		8/27/1981		NMC216380		NV101525287
16		GOLD QUEEN # 4		1/14/1983		NMC260238		NV101493561
17		GOLD QUEEN #5		4/6/1983		NMC264882		NV101603554
18		TERFREE WEST		5/3/1983		NMC267486		NV101524657
19		TERFREE EAST		5/3/1983		NMC267487		NV101605705
20		SMUGGLER		6/12/1983		NMC273143		NV101752995
21		NUMBER #4		6/12/1983		NMC273144		NV101303672
22		EL SOBRANTE		3/15/1985		NMC336647		NV101479069
23		GOLDEN EAGLE		3/15/1985		NMC336648		NV101459149
24		MOUNTAIN VIEW		3/15/1985		NMC336649		NV101545809
25		GREEN GOLD #1		6/6/1985		NMC341849		NV101452416
26		GREEN GOLD #3		6/6/1985		NMC341851		NV101452923
27		GREEN GOLD #4		6/18/1985		NMC341852		NV101601978
28		GOLD HILL #3		6/18/1985		NMC341919		NV101730546
29		GREEN GOLD #5		6/19/1985		NMC341920		NV101600462
30		GREEN GOLD #6		6/19/1985		NMC341921		NV101344209
31		MORNING STAR		5/11/1985		NMC345714		NV101401525
32		MORNING STAR EXTEN		5/11/1985		NMC345715		NV101758339
33		WONDAR #1		6/1/1986		NMC369042		NV101303033
34		EVA		4/10/1987		NMC403584		NV101304735

 

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
35		LEE’S GGH		12/3/1987		NMC451341		NV101345754
36		ANTIQUE GOLD MINING CLAIM		5/23/1988		NMC479610		NV101301623
37		OLY GOLD		8/21/1993		NMC680500		NV101347047
38		JEN #2		9/21/1993		NMC688681		NV101346963
39		JEN #3		9/21/1993		NMC688682		NV101400762
40		JEN #4		9/22/1993		NMC688683		NV101453754
41		JEN #5		9/22/1993		NMC688684		NV101405342
42		JEN #6		9/28/1993		NMC688685		NV101458732
43		JEN #7		9/28/1993		NMC688686		NV101406362
44		JEN #8		9/28/1993		NMC688687		NV101731884
45		JEN #9		9/28/1993		NMC688688		NV101401763
46		JEN #10		9/28/1993		NMC688689		NV101609560
47		JEN #11		9/28/1993		NMC688690		NV101349026
48		JEN #12		9/28/1993		NMC688691		NV101603376
49		JEN #13		9/28/1993		NMC688692		NV101347283
50		JEN #14		9/28/1993		NMC688693		NV101605706
51		JEN #15		9/19/1993		NMC688694		NV101525286
52		JEN #16		11/22/1993		NMC688695		NV101602333
53		OLI 4		9/28/1994		NMC708663		NV101600901
54		OLI 6		9/28/1994		NMC708665		NV101547262
55		OLI 8		9/28/1994		NMC708667		NV101459390
56		OLI 10		9/28/1994		NMC708669		NV101608209
57		OLI 56		9/29/1994		NMC708711		NV101754108
58		OLI 67		9/10/1994		NMC708721		NV101453325
59		OLI 68		9/10/1994		NMC708722		NV101523812
60		OLI 69		9/10/1994		NMC708723		NV101453907
61		OLI 103		9/22/1994		NMC708757		NV101480355
62		OLI 106		9/20/1994		NMC708760		NV101495963
63		OLI 128		9/29/1994		NMC708782		NV101526281
64		OLI 129		9/30/1994		NMC708783		NV101456440
65		OLI 130		9/17/1994		NMC708784		NV101608875
66		OLI 131		9/20/1994		NMC708785		NV101455680
67		OLI 133		9/21/1994		NMC708786		NV101609576
68		OLI 134		9/21/1994		NMC708787		NV101547203
69		OLI 135		9/21/1994		NMC708788		NV101492377
70		OLI 136		9/25/1994		NMC708789		NV101758107
71		OLI 137		9/27/1994		NMC708790		NV101490605
72		OLI 138		9/1/1995		NMC724838		NV101609670
73		OLI #158		3/5/1997		NMC771870		NV101731176
74		OLI #159		3/5/1997		NMC771871		NV101452119
75		OLI #163		4/21/1998		NMC791172		NV101480086

 

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
76		OLI #164		4/21/1998		NMC791173		NV101730605
77		OLI #165		4/21/1998		NMC791174		NV101524448
78		OLI #166		4/21/1998		NMC791175		NV101456300
79		OLI #167		4/21/1998		NMC791176		NV101525082
80		OLI #171		2/18/1999		NMC802091		NV101645620
81		OLI #172		2/18/1999		NMC802092		NV101646801
82		NEXT 1		10/1/2009		NMC1015282		NV101471467
83		NEXT 2		10/1/2009		NMC1015283		NV101471468
84		NEXT 3		10/1/2009		NMC1015284		NV101471469
85		NEXT 4		10/1/2009		NMC1015285		NV101471470
86		NEXT 5		9/21/2009		NMC1015286		NV101471471
87		NEXT 6		9/21/2009		NMC1015287		NV101471472
88		NEXT 7		9/21/2009		NMC1015288		NV101471473
89		NEXT 8		9/21/2009		NMC1015289		NV101471474
90		NEXT 9		9/21/2009		NMC1015290		NV101472454
91		NEXT 10		9/21/2009		NMC1015291		NV101472455
92		NEXT 11		9/21/2009		NMC1015292		NV101472456
93		NEXT 12		9/21/2009		NMC1015293		NV101472457
94		NEXT 13		9/21/2009		NMC1015294		NV101472458
95		NEXT 14		9/21/2009		NMC1015295		NV101472459
96		NEXT 15		9/21/2009		NMC1015296		NV101472460
97		NEXT 16		9/21/2009		NMC1015297		NV101472461
98		NEXT 17		9/21/2009		NMC1015298		NV101472462
99		NEXT 18		9/21/2009		NMC1015299		NV101472463
100		NEXT 19		9/21/2009		NMC1015300		NV101472464
101		NEXT 20		9/21/2009		NMC1015301		NV101472465
102		NEXT 21		10/6/2009		NMC1015302		NV101472466
103		NEXT 22		10/6/2009		NMC1015303		NV101472467
104		NEXT 23		10/6/2009		NMC1015304		NV101472468
105		NEXT 24		10/6/2009		NMC1015305		NV101472469
106		NEXT 25		10/6/2009		NMC1015306		NV101472470
107		NEXT 26		10/6/2009		NMC1015307		NV101472471
108		NEXT 27		10/2/2009		NMC1015308		NV101472472
109		NEXT 28		10/2/2009		NMC1015309		NV101472473
110		NEXT 29		10/2/2009		NMC1015310		NV101472474
111		NEXT 30		10/2/2009		NMC1015311		NV101473663
112		NEXT 31		10/2/2009		NMC1015312		NV101473664
113		NEXT 32		10/2/2009		NMC1015313		NV101473665
114		NEXT 33		10/2/2009		NMC1015314		NV101473666
115		NEXT 34		10/2/2009		NMC1015315		NV101473667
116		NEXT 35		10/2/2009		NMC1015316		NV101473668

 

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
117		NEXT 36		10/2/2009		NMC1015317		NV101473669
118		NEXT 37		10/2/2009		NMC1015318		NV101473670
119		NEXT 38		10/1/2009		NMC1015319		NV101473671
120		NEXT 39		10/2/2009		NMC1015320		NV101473672
121		NEXT 40		10/1/2009		NMC1015321		NV101473673
122		NEXT 41		10/2/2009		NMC1015322		NV101473674
123		NEXT 42		10/1/2009		NMC1015323		NV101473675
124		NEXT 43		10/5/2009		NMC1015324		NV101473676
125		NEXT 44		9/21/2009		NMC1015325		NV101473677
126		NEXT 45		9/21/2009		NMC1015326		NV101473678
127		NEXT 46		9/21/2009		NMC1015327		NV101473679
128		NEXT 47		10/5/2009		NMC1015328		NV101473680
129		NEXT 48		10/5/2009		NMC1015329		NV101473681
130		NEXT 49		10/5/2009		NMC1015330		NV101473682
131		NEXT 50		10/5/2009		NMC1015331		NV101473683
132		NEXT 51		10/5/2009		NMC1015332		NV101474664
133		NEXT 52		10/5/2009		NMC1015333		NV101474665
134		NEXT 53		10/5/2009		NMC1015334		NV101474666
135		NEXT 54		10/5/2009		NMC1015335		NV101474667
136		NEXT 55		9/18/2009		NMC1015336		NV101474668
137		NEXT 56		9/18/2009		NMC1015337		NV101474669
138		NEXT 57		9/18/2009		NMC1015338		NV101474670
139		NEXT 58		9/18/2009		NMC1015339		NV101474671
140		NEXT 59		9/18/2009		NMC1015340		NV101474672
141		NEXT 60		10/2/2009		NMC1015341		NV101474673
142		NEXT 61		9/18/2009		NMC1015342		NV101474674
143		NEXT 62		10/2/2009		NMC1015343		NV101474675
144		NEXT 63		9/18/2009		NMC1015344		NV101474676
145		NEXT 64		10/2/2009		NMC1015345		NV101474677
146		NEXT 65		9/18/2009		NMC1015346		NV101474678
147		NEXT 66		9/18/2009		NMC1015347		NV101474679
148		NEXT 67		9/18/2009		NMC1015348		NV101474680
149		NEXT 68		9/18/2009		NMC1015349		NV101474681
150		NEXT 69		9/18/2009		NMC1015350		NV101474682
151		NEXT 70		9/18/2009		NMC1015351		NV101474683
152		NEXT 71		9/18/2009		NMC1015352		NV101474684
153		NEXT 72		9/18/2009		NMC1015353		NV101475625
154		NEXT 73		9/18/2009		NMC1015354		NV101475626
155		NEXT 74		9/18/2009		NMC1015355		NV101475627
156		NEXT 75		9/18/2009		NMC1015356		NV101475628
157		NEXT 76		9/18/2009		NMC1015357		NV101475629

 

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
158		NEXT 77		9/18/2009		NMC1015358		NV101475630
159		NEXT 78		9/18/2009		NMC1015359		NV101475631
160		NEXT 79		9/18/2009		NMC1015360		NV101475632
161		NEXT 80		9/18/2009		NMC1015361		NV101475633
162		NEXT 81		9/18/2009		NMC1015362		NV101475634
163		NEXT 82		9/18/2009		NMC1015363		NV101475635
164		NEXT 83		9/18/2009		NMC1015364		NV101475636
165		NEXT 84		9/18/2009		NMC1015365		NV101475637
166		NEXT 85		9/18/2009		NMC1015366		NV101475638
167		NEXT 86		9/18/2009		NMC1015367		NV101475639
168		NEXT 87		9/18/2009		NMC1015368		NV101475640
169		NEXT 88		9/18/2009		NMC1015369		NV101475641
170		NEXT 89		9/18/2009		NMC1015370		NV101475642
171		NEXT 90		9/18/2009		NMC1015371		NV101475643
172		NEXT 91		9/17/2009		NMC1015372		NV101475644
173		NEXT 92		9/17/2009		NMC1015373		NV101475645
174		NEXT 93		9/17/2009		NMC1015374		NV101476464
175		NEXT 94		9/17/2009		NMC1015375		NV101476465
176		NEXT 95		9/17/2009		NMC1015376		NV101476466
177		NEXT 96		9/17/2009		NMC1015377		NV101476467
178		NEXT 97		9/17/2009		NMC1015378		NV101476468
179		NEXT 98		9/17/2009		NMC1015379		NV101476469
180		NEXT 100		9/17/2009		NMC1015380		NV101476470
181		NEXT 101		11/24/2009		NMC1015381		NV101476471
182		NEXT 103		9/17/2009		NMC1015382		NV101476472
183		NEXT 104		9/17/2009		NMC1015383		NV101476473
184		NEXT 105		9/16/2009		NMC1015384		NV101476474
185		NEXT 106		9/16/2009		NMC1015385		NV101476475
186		NEXT 107		9/16/2009		NMC1015386		NV101476476
187		NEXT 108		9/16/2009		NMC1015387		NV101476477
188		NEXT 109		9/16/2009		NMC1015388		NV101476478
189		NEXT 110		9/16/2009		NMC1015389		NV101476479
190		NEXT 111		9/16/2009		NMC1015390		NV101476480
191		NEXT 112		9/16/2009		NMC1015391		NV101476481
192		NEXT 113		9/16/2009		NMC1015392		NV101476482
193		NEXT 114		9/16/2009		NMC1015393		NV101476483
194		NEXT 115		9/16/2009		NMC1015394		NV101476484
195		NEXT 116		9/16/2009		NMC1015395		NV101409851
196		NEXT 117		9/17/2009		NMC1015396		NV101409852
197		NEXT 118		9/17/2009		NMC1015397		NV101409853
198		NEXT 119		9/17/2009		NMC1015398		NV101409854

 

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
199		NEXT 120		9/17/2009		NMC1015399		NV101409855
200		NEXT 121		9/17/2009		NMC1015400		NV101409856
201		NEXT 122		9/17/2009		NMC1015401		NV101409857
202		NEXT 123		9/16/2009		NMC1015402		NV101409858
203		NEXT 124		9/16/2009		NMC1015403		NV101409859
204		NEXT 125		9/16/2009		NMC1015404		NV101409860
205		NEXT 126		9/16/2009		NMC1015405		NV101409861
206		NEXT 127		9/16/2009		NMC1015406		NV101409862
207		NEXT 128		9/16/2009		NMC1015407		NV101409863
208		NEXT 129		9/16/2009		NMC1015408		NV101409864
209		NEXT 130		9/16/2009		NMC1015409		NV101409865
210		NEXT 131		9/16/2009		NMC1015410		NV101409866
211		NEXT 132		9/16/2009		NMC1015411		NV101409867
212		NEXT 133		9/16/2009		NMC1015412		NV101409868
213		NEXT 134		9/16/2009		NMC1015413		NV101409869
214		GREEN GOLD #2		2/1/2010		NMC1022574		NV101473953
215		MAT FRAC		12/23/2011		NMC1066357		NV101751038
216		NO PIT FRAC		12/23/2011		NMC1066358		NV101751039
217		NEXT 200		10/21/2014		NMC1105631		NV101360103
218		NEXT 201		10/21/2014		NMC1105632		NV101360104
219		NEXT 202		10/21/2014		NMC1105633		NV101451117
220		NEXT 203		10/21/2014		NMC1105634		NV101451118
221		NEXT 204		10/21/2014		NMC1105635		NV101451119
222		NEXT 205		10/21/2014		NMC1105636		NV101451120
223		NEXT 206		10/21/2014		NMC1105637		NV101451121
224		NEXT 207		10/21/2014		NMC1105638		NV101451122
225		NEXT 208		10/21/2014		NMC1105639		NV101451123
226		NEXT 209		10/21/2014		NMC1105640		NV101451124
227		NEXT 210		10/21/2014		NMC1105641		NV101451125
228		NEXT 211		10/21/2014		NMC1105642		NV101451126
229		NEXT 212		10/21/2014		NMC1105643		NV101451127
230		NEXT 213		10/21/2014		NMC1105644		NV101451128
231		NEXT 214		10/21/2014		NMC1105645		NV101451129
232		NEXT 215		10/21/2014		NMC1105646		NV101451130
233		NEXT 216		10/20/2014		NMC1105647		NV101451131
234		NEXT 217		10/20/2014		NMC1105648		NV101451132
235		NEXT 218		10/20/2014		NMC1105649		NV101451133
236		NEXT 219		10/20/2014		NMC1105650		NV101451134
237		NEXT 220		10/20/2014		NMC1105651		NV101451135
238		NEXT 221		10/20/2014		NMC1105652		NV101451136
239		NEXT 222		10/20/2014		NMC1105653		NV101451137

 

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
240		NEXT 223		10/20/2014		NMC1105654		NV101486278
241		NEXT 224		10/20/2014		NMC1105655		NV101486197
242		NEXT 225		10/20/2014		NMC1105656		NV101486198
243		NEXT 226		10/20/2014		NMC1105657		NV101486199
244		NEXT 227		10/20/2014		NMC1105658		NV101486200
245		NEXT 228		10/20/2014		NMC1105659		NV101486279
246		NEXT 229		10/20/2014		NMC1105660		NV101486280
247		NEXT 230		10/20/2014		NMC1105661		NV101486281
248		NEXT 231		10/20/2014		NMC1105662		NV101486282
249		NEXT 232		10/20/2014		NMC1105663		NV101486283
250		NEXT 233		10/20/2014		NMC1105664		NV101486284
251		NEXT 234		10/20/2014		NMC1105665		NV101486285
252		NEXT 235		10/20/2014		NMC1105666		NV101486286
253		NEXT 236		10/20/2014		NMC1105667		NV101486287
254		NEXT 237		10/20/2014		NMC1105668		NV101486288
255		NEXT 238		10/20/2014		NMC1105669		NV101486289
256		NEXT 239		10/20/2014		NMC1105670		NV101486290
257		NEXT 240		10/20/2014		NMC1105671		NV101486291
258		NEXT 241		10/20/2014		NMC1105672		NV101486292
259		NEXT 242		10/20/2014		NMC1105673		NV101486293
260		NEXT 243		10/20/2014		NMC1105674		NV101486294
261		NEXT 244		10/20/2014		NMC1105675		NV101487200
262		NEXT 245		10/20/2014		NMC1105676		NV101487275
263		NEXT 246		10/20/2014		NMC1105677		NV101487276
264		NEXT 247		10/20/2014		NMC1105678		NV101487277
265		NEXT 248		10/20/2014		NMC1105679		NV101487278
266		NEXT 249		10/20/2014		NMC1105680		NV101487279
267		NEXT 250		10/20/2014		NMC1105681		NV101487280
268		NEXT 251		10/20/2014		NMC1105682		NV101487281
269		NEXT 252		10/20/2014		NMC1105683		NV101487282
270		NEXT 253		10/20/2014		NMC1105684		NV101487283
271		NEXT 254		10/20/2014		NMC1105685		NV101487284
272		NEXT 255		10/20/2014		NMC1105686		NV101487285
273		NL 4		10/9/2016		NMC1133611		NV101893324
274		NL 5		10/9/2016		NMC1133612		NV101893325
275		NL 6		10/9/2016		NMC1133613		NV101893326
276		NL 8		10/8/2016		NMC1133615		NV101893327
277		NEXT 256		6/19/2019		NMC1191697		NV101594104
278		NEXT 257		6/19/2019		NMC1191698		NV101594105
279		NEXT 258		6/19/2019		NMC1191699		NV101594106

 

Total of two hundred and seventy-nine (279) unpatented lode and placer claims.

 

 

Exhibit A-3

Olinghouse Patented Claims

 

The Olinghouse Properties include the following seven (7) patented mining claims situated in Sections 29 and 32, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:

 

Claim Name		Mineral Survey No.		Patent No.		Assessor’s Parcel No.
Cabin No. 2 Lode		40856		40856		079-150-14
Clipper		Unknown		592380		079-150-30
Williams Gravel		Unknown		592380		079-150-31
Gulch Gravel No. 1		Unknown		592380		079-150-32
Gulch Gravel No. 2		Unknown		592380		079-150-33 079-150-34
Sunday Evening Gravel		Unknown		592380		079-150-35 079-150-36
Golden Fleece		Unknown		592380		079-150-37

 

Total of seven (7) patented mining claims.

 

[End of Exhibit A-3]

 

 

Exhibit A-4

Olinghouse Unpatented Claims

 

The Olinghouse Properties include the following eleven (11) unpatented mining claims situated in Sections 20 and 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
1		GREEN HILL #1		3/21/1964		NMC104829		NV101459967
2		CANADA		7/29/1902		NMC104830		NV101404779
3		V		4/30/1897		NMC104831		NV101497142
4		MIDWAY		11/8/1900		NMC104832		NV101406554
5		CABIN		1/3/1897		NMC104833		NV101604223
6		GOLD LEDGE		1/3/1897		NMC104834		NV101401560
7		SLIP		6/19/1897		NMC104835		NV101610305
8		GOLD KING		1/7/1897		NMC104836		NV101407383
9		ANNA		3/3/1981		NMC187633		NV101341827
10		ODC #1		4/21/1998		NMC791170		NV101402766
11		ODC #2		4/21/1998		NMC791171		NV101459585

 

Total of eleven (11) unpatented mining claims.

 

[End of Exhibit A-4]

 

 

Exhibit A-5

Lucky Strike Unpatented Claim

 

The Olinghouse Properties include the following unpatented mining claim situated in Sections 20 and 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
1		NO 3 MINE		10/11/2000		NMC819368		NV101829776

 

Total of one (1) unpatented mining claim.

 

[End of Exhibit A-5]

 

 

Exhibit A-6

Babe Mines Unpatented Claims

 

The Olinghouse Properties include the following two (2) unpatented mining claims situated in Section 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
1		RENEGADE EXT		6/19/1897		NMC18489		NV101495282
2		BABE		1/1/1969		NMC18490		NV101499858

 

Total of two (2) unpatented mining claim.

 

[End of Exhibit A-6]

 

 

Exhibit A-7

Target Unpatented Claims

 

The Olinghouse Properties include the following two (2) unpatented mining claims situated in Section 20 and 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:

 

						BLM
#		Claim Name		Location Date		Legacy NMC No.		Serial No.
1		TM #21		9/2/2003		NMC855028		NV101655566
2		TM #22		9/2/2003		NMC855029		NV101655567

 

Total of two (2) unpatented mining claim.

 

[End of Exhibit A-7]

 

[End of Exhibit A]

 

 

Exhibit B

Form of Olinghouse Royalty Deed

 

[See attached.]

 

 

Exhibit C

Form of Assignment

 

[See attached.]

 

 

Exhibit D

Form of Memorandum

 

[See attached.]