Purchase Agreement, mining

22 unpatented lode mining claims situated in Sections 17-20, T. 38 N., R. 48 E and Sections 13 and 24, T. 38 N., R. 47 E., Mt. Diablo Principal Meridian, Elko County, Nevada, as follows:

1.           In the Agreement, "Net Smelter Returns" means the net amount of money received by the Payor for its own account from the sale of ore, or ore concentrates or other products from the Property to a smelter or other ore buyer after deduction of smelter and/or refining charges, ore treatment charges, penalties and any and all charges made by the purchaser of ore or concentrates, less any and all transportation costs which may be incurred in connection with the transportation of ore or concentrates, less all umpire charges which the purchaser may be required to pay. In this section, "transportation costs" shall mean actual costs of transportation (including freight, insurance, security transaction taxes, handling, port demurrage, delay and forwarding expenses incurred by reason of or in the course of transportation) of the product from the Property to the smelter or refinery and from the smelter or refinery to the place of sale, but in no event shall charges or costs of transportation of ore from any mine on the Property to an autoclave, concentrator, crusher roasting plant, heap leach or other leach facility, mill or other similar facility or plant situated outside the Area of Interest be deductible from the Net Smelter Payable to Owner.

2.           Payment of Net Smelter Returns by the Payor to the Owner shall be made semi-annually within 60 days after the end of each fiscal half year of the Payor and shall be accompanied by unaudited financial statements pertaining to the operations carried out by the Payor on the Property. Taxes payable with respect to the payment of Net Smelter Returns to the Owner shall be for the sole account of the Owner. Within 90 days after the end of each fiscal year of the Payor in which Net Smelter Returns are payable to the Owner, the records relating to the calculation of Net Smelter Returns for such year shall be audited and any resulting adjustments in the payment of Net Smelter Returns payable to the Owner shall be made forthwith. A copy of the said audit shall be delivered to the Owner within 30 days of the end of such 90-day period.

3.           Each annual audit shall be final and not subject to adjustment unless the Owner delivers to the Payor written exceptions in reasonable detail within six months after the Owner receives the report. The Owner, or its representative duly authorized in writing, at its expense, shall have the right to audit the books and records of the Payor related to Net Smelter Returns to determine the accuracy of the report, but shall not have

 

access to any other books and records of the Payor. The audit shall be conducted by a chartered or certified public accountant of recognized standing. The Payor shall have the right to condition access to its books and records on execution of a written agreement by the auditor that all information will be held in confidence and used solely for purposes of audit and resolution of any disputes related to the report. A copy of the Owner's report shall be delivered to the Payor upon completion, and any discrepancy between the amount actually paid by the Payor and the amount which should have been paid according to the Owner's report shall be paid forthwith, one party to the other. In the event that the said discrepancy is to the detriment of the Owner and exceeds 5% of the amount actually paid by the Payor, then the Payor shall pay the entire cost of the audit.

4.           Any dispute arising out of or related to any report, payment, calculation or audit shall be resolved solely by arbitration as provided in the Agreement. No error in accounting or in interpretation of the Agreement shall be the basis for a claim of breach of fiduciary duty, or the like, or give rise to a claim for exemplary or punitive damages or for termination or rescission of the Agreement or the estate and rights acquired and held by the Payor under the terms of the Agreement.

5.           Rimrock Gold may at any point in time buy-out one percent (1%) Net Smelter Return royalty thereby reducing RMIC Gold's interest to 0% NSR, by payment to RMIC Gold of $1,000,000.

 

             This Mining Deed (this "Deed") is made by Rimrock Gold Corp. and Rimrock Mining Inc. (collectively the "Grantor"), to Richard R. Redfern, an individual as to an undivided 100% interest (the "Grantee").

             For and in consideration of Ten Dollars ($10.00) United States currency and other good and valuable consideration delivered by the Grantor to the Grantee, the receipt and sufficiency of which are acknowledged, the Grantor grants, bargains and sells to the Grantee and his assigns and successors forever, the unpatented lode mining claims situated in Elko County, Nevada, the county recording and United States Bureau of Land Management filing information for which are described in Exhibit A attached to and by this reference incorporated in this Mining Deed, together with all appurtenances, easements, hereditaments and rights-of-way, part of or related to the unpatented mining claims, encumbrances or liens against or in the unpatented mining claims subject to this Mining Deed created by, through or under the Grantor, and the Grantor covenants and warrants to defend the Grantee's title against any such claims, encumbrances and all other claims of adverse title created by, through or under the Payor.

 

 The Grantor has executed this Mining Deed effected September 23, 2013

This Mining Deed was acknowledged before me on ___________, 2013, by Jordan Starkman as President of Rimrock Gold Corp.

MEMORANDUM OF MINING OPTION is made this 23rd day of September, 2013 (the "Effective Date"), by and between RICHARD R. REDFERN, a married man (the -Seller") and RIMROCK GOLD CORP. AND RIMROCK MINING INC. corporations having their principal place of business at 3651 Lindell Rd, Suite #D155, Las Vegas, NV, 89103 ("Rimrock Gold").

              (a)            Seller sells to Rimrock Gold all the property described in Exhibit A, together with, all:

(b)          Seller shall have the right to receive a royalty on production from the Property equal to 1% of Net Smelter Returns.

             Rimrock Gold shall have exclusive possession and quiet enjoyment of the Property upon purchase.

             Additional terms and conditions are contained in the full agreement between parties. This Memorandum of the Option shall not modify said Agreement.

              This indenture, made this 23 day of September, 2013, between Richard R. Redfern of the county of Elko, State of Nevada, party of the first part, and Rimrock Gold Corp. and Rimrock Mining Inc. of 3651 Lindell Rd, Suite #D155, Las Vegas, NV, 89103 Nevada, party of the second part.

              The said party of the first part, for and in the consideration of the sum of $10.00 dollars to him in hand paid by said party of the second part, the receipt whereof is hereby acknowledged, does by these present remise, release and forever quitclaim unto said party of the second part, its successors and assigns, forever, all that certain "Ivanhoe Creek" lode mining claim situate lying and being in the county of Elko, State of Nevada, and more particularly described as follows to wit:

              Together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining and the revision and reversions, remainder and remainders, rents, issues and profits thereof.

 

              To have and to hold, all and singular the said premises together with the appurtenances unto said party of the second part, and to his heirs and assigns forever.

 

              In witness whereof, the party of the first part hereto set his hand and seal the day and year first above written.

This Deed of Net Smelter Returns Royalty (this “Deed") is made and entered into by and among Rimrock Gold Corp., a Delaware corporation and Rimrock Mining Inc., a Nevada corporation (collectively "Grantor"), and Richard R. Redfern, a married man, of 1982 Ruby View Drive, Elko, Nevada 89801 ("Grantee")

A.          Grantor is the owner of the unpatented lode mining claims (collectively the “Claims") located in Elko County, Nevada, the Bureau of Land Management filing information and Elko County, Nevada recording information for which are more particularly described in Exhibit A attached hereto to and by this reference incorporated in this Deed.

 

B.          Grantor and Grantee are parties to the Ivanhoe Creek Property Sale Agreement concerning the Claims in accordance with which Grantor is obligated to convey and grant to Grantee a production royalty in the Claims.

 

              For and in consideration of Grantee's payment to Grantor of the sum of Ten Dollars ($10.00) United States currency and other good and valuable consideration, the receipt and sufficiency of which Grantor acknowledges, Grantor conveys and grants forever to Grantee, and Grantee's successors and assigns, a production royalty of one percent (1%) of the Net Smelter Returns from the production of minerals and mineral ores which are extracted or mined or, in or under the Claims. The Net Smelter Returns production royalty is granted to the Grantee as to an undivided 100% interest. The Net Smelter Returns production royalty shall be calculated, determined and paid to Grantee and Grantor shall perform the obligations described in Exhibit B attached to and by this reference incorporated in this Deed.

 

              Rimrock Gold may at any point in time buy-out one percent (1%) Net Smelter Return royalty thereby reducing RMIC Gold's interest to 0% NSR, by payment to RMIC Gold of $1,000,000.

 

              The Net Smelter Returns production royalty granted to Grantee under this Deed shall burden and run with the Claims, including any amendments, conversions to a lease or other form of tenure, relocations or patent of all or any of the unpatented mining claims which comprise all or part of the Claims. On amendment, conversion to a lease or other form of tenure or relocation or on patenting of any of the unpatented mining claims which comprise all or part of the Claims, Grantor is covenanted and obligated to execute, deliver and record in the Office of the Recorder of Elko County, Nevada, an instrument by which Grantor grants to Grantee the Net Smelter Returns production royalty and subjects the amended, converted or relocated unpatented mining claims and the patented claims, as applicable, to all of the burdens, conditions, obligation and term of this Deed.

 

              This Deed of Net Smelter Returns Royalty was acknowledged before me on Sept. 23, 2013, by Jordan Starkman as President of Rimrock Gold Corp. and President of Rimrock Mining Inc.

              This deed With Reservation of Net Smelter Returns Royalty (this “Deed") is made and entered into by and between Richard R. Redfern. a married man, of 1982 Ruby View Drive, Elko, Nevada 89801 ("Grantor"), and Rimrock Gold Corp., a Delaware corporation and Rimrock Mining Inc., a Nevada corporation (collectively "Grantee")

              For and in consideration of Grantee's payment to Grantor the sum of Ten Dollars ($10.00) United States currency, and other good and valuable consideration, the receipt and sufficiency of which Grantor acknowledges, Grantor conveys forever to Grantee, and Grantee's successors and assigns, all those unpatented mining claims (collectively the "Claims") located in Elko County, Nevada, the Bureau of Land Management filing information and Elko County, Nevada recording information for which are more particularly described in Exhibit A attached to and by this reference incorporated in this Deed, subject to the reservation in Grantor of the Net Smelter Returns production royalty described in this Deed.

              Grantor conveys forever to Grantee, and Grantee's successors and assigns, all of the minerals, mineral compounds and ores, in or under the Claims, and appurtenances, hereditaments and tenements which pertain to the Claims, to have and to hold all of the same to Grantee and its successors and assigns forever, subject to the reservation in Grantor of the Net Smelter Returns production royalty described in this Deed.

              Grantor grants, reserves and retains to itself, and Grantor's successors and assigns forever, and Grantee is covenanted and obligated to pay to Grantor, and Grantor's successors and assigns, a production royalty of one percent (1%) of the Net Smelter Returns from the production of minerals and mineral ores which are extracted or mined on, in or under the Claims. The production royalty is granted to Grantor as to an undivided 100% interest. The Net Smelter Returns production royalty shall be calculated, determined and paid to Grantor and Grantee shall perform the obligations described in Exhibit B attached to and by this reference incorporated in this Deed.

Rimrock Gold may at any point in time buy-out one percent (1%) Net Smelter Return royalty thereby reducing RMIC Gold's interest to 0% NSR, by payment to RMIC Gold of $1,000,000.

              The Net Smelter Returns production royalty reserved to Grantor under this Deed shall burden and run with the Claims, including any amendments, conversions to a lease or other form of tenure, relocations or patent of all or any of the unpatented mining claims which comprise of all part of Claims. On amendment, conversion to a lease or other form of tenure or relocation or on patenting of any of the unpatented mining claims which comprise all or part of the Claims, Grantee is covenanted and obligated to execute, deliver and record in the Office of the Recorder of Elko County, Nevada, an instrument by which Grantee grants to Grantor the Net Smelter Returns production royalty and subjects the amended, converted or relocated unpatented mining claims and the patented claims, as applicable, to all of the burdens, conditions, obligations and terms of this Deed.

 

              Grantor has executed this Deed effective September 23, 2013.