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Blackrock Silver Capital/Financing Update 2025

Jan 28, 2025

44944_rns_2025-01-27_4fbc8136-af20-4d03-bb2d-aa829f560fa0.pdf

Capital/Financing Update

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UNDERWRITING AGREEMENT

January 27, 2025

Blackrock Silver Corp.
Suite 1570, 200 Burrard Street
Vancouver, BC
V6C 3L6

Attention: Mr. Andrew Pollard – President, Chief Executive Officer and Director

Raymond James Ltd. ("RJL"), as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters including Red Cloud Securities Inc., Research Capital Corporation and Ventum Financial Corp. (collectively, the "Underwriters"), understands that Blackrock Silver Corp. (the "Corporation") proposes to issue and offer for sale 33,334,000 Units (as hereinafter defined) at a price of $0.36 per Unit (the "Offering Price") to the Underwriters, in the respective percentages set forth in Section 13.1 thereof, for aggregate gross proceeds to the Corporation of $12,000,240 (the "Offering" and the Units to be issued under the Offering being the "Offered Units").

In addition, the Corporation hereby grants to the Underwriters an over-allotment option ("Over-Allotment Option") to purchase from the Corporation additional Units ("Over-Allotment Units"), each at the Offering Price, representing up to 15% of the number of Offered Units contemplated in the previous paragraph, which the Underwriters may elect at their discretion to exercise, and which option is exercisable in whole or in part on one or more occasions by notice given at any time up to and including 30 days following the Closing Date (as hereinafter defined) to cover over allotments and for market stabilization purposes. Each Over-Allotment Unit shall consist of one Common Share (as hereinafter defined) (each an "Over-Allotment Share" and collectively the "Over-Allotment Shares") and one-half of one Warrant (as hereinafter defined) (each whole Warrant being an "Over-Allotment Warrant" and collectively the "Over-Allotment Warrants"). The Underwriters can elect to exercise the Over-Allotment Option for Over-Allotment Units only, Over-Allotment Shares only, Over-Allotment Warrants only, or any combination thereof. The purchase price for Over-Allotment Warrants purchased upon exercise of the Over-Allotment Option is $0.03 per full Warrant (or $0.015 per one-half Warrant), and the purchase price per Over-Allotment Share purchased upon exercise of the Over-Allotment Option is $0.345 per Over-Allotment Share. The Underwriters may, therefore, elect to fill their over-allocation position, if any, by exercising the Over-Allotment Option for Over-Allotment Units only, Over-Allotment Shares only, Over-Allotment Warrants only, or any combination thereof; provided that the aggregate number of Over-Allotment Shares which may be issued under the Over-Allotment Option does not exceed 5,000,100 and the aggregate number of Over-Allotment Warrants which may be issued under the Over-Allotment Option does not exceed 2,500,050. If the Underwriters elect to exercise all or any portion of the Over-Allotment Option from time to time, the Underwriters shall provide written notice to the Corporation not later than the two Business Days (as defined herein) prior to the Over-Allotment Closing Date (as defined herein) specifying the aggregate number of Over-Allotment Units, Over-Allotment Shares and/or Over-Allotment Warrants, to be purchased by the Underwriters and the date on which such Over-Allotment Units, Over-Allotment Shares and/or Over-Allotment Warrants, are to be purchased (an "Over-Allotment Closing Date") and the Corporation shall be obligated to issue and sell such number of Over-Allotment Units, Over-Allotment Shares and/or Over-Allotment Warrants on such Over-Allotment Closing


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Date. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than 30 days following the Closing Date. Unless otherwise specifically referenced or unless the context otherwise requires, all references in this Agreement to (i) the "Offering" shall be deemed to include the Over-Allotment Option, (ii) the "Offered Units" shall include the Over-Allotment Units, (iii) the "Unit Shares" shall include the Over-Allotment Shares, (iv) the "Warrants" shall include the Over-Allotment Warrants, and (v) the "Warrant Shares" shall include the Warrant Shares issuable upon exercise of the Over-Allotment Warrants.

Based upon the foregoing and on the basis of the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions set out below, the Underwriters hereby severally (and not jointly or jointly or severally) agree to purchase from the Corporation on a "bought deal" basis and the Corporation hereby agrees to issue and sell to the Underwriters, the respective percentages of the Offered Units set forth opposite the name of each Underwriter in Section 13.1 at the Offering Price per Unit. After a reasonable effort has been made to sell all of the Offered Units at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time, provided that any such reduction in the Offering Price shall not affect the aggregate Offering Price payable to the Corporation.

The Underwriters and the Corporation agree that the Underwriters may arrange for substitute purchasers (the "Substituted Purchasers") for the Offered Units in the Selling Jurisdictions (as hereinafter defined) subject to the terms and conditions set out in this Agreement.

The Offered Units may be distributed in Qualifying Jurisdictions (as hereinafter defined) by the Underwriters pursuant to the Prospectus (as hereinafter defined) and, in the United States (as hereinafter defined) solely on a private placement basis in accordance with available exemptions from the registration requirements of the U.S. Securities Act (as hereinafter defined) and applicable state securities laws, to or for the account or benefit of persons in the United States or U.S. Persons (as hereinafter defined). The Qualifying Jurisdictions, together with the United States, are hereinafter referred to collectively as the "Selling Jurisdictions". Any offers or sales in the United States or to, or for the account or benefit of, U.S. Persons through the Underwriters shall be effected only by or through one or more duly-registered United States broker-dealers (the "U.S. Selling Group Members") appointed by the Underwriters as sub-agents under certain exemptions from the registration requirements of the U.S. Securities Act and the applicable securities laws of any state of the United States. The Corporation agrees that the Underwriters may, in their sole discretion, direct payment by the Corporation of any amounts owing under this agreement to any U.S. Selling Group Member appointed by the Underwriters. On notice to the Corporation and subject to applicable law, including U.S. Securities Laws (as hereinafter defined) and the terms of this Agreement, the Offered Units may also be distributed outside Canada and the United States, in such jurisdictions as determined appropriate by the Underwriters in accordance with applicable laws but provided that no prospectus, registration or similar document is required to be filed in any such jurisdiction and the Corporation is not otherwise made subject to any ongoing compliance with any law or other regulation or rule.

The Underwriters acknowledge and agree that the Offered Units will not be registered under the U.S. Securities Act or under any applicable securities laws of any state of the United States. Accordingly, the Corporation and the Underwriters agree that any offers or sales in the United States or to, or for the account or benefit of, U.S. Persons shall be conducted only in the manner specified in Schedule "C" hereof. All actions to be undertaken by the Underwriters in the United States or with, or for the account or benefit of, U.S. Persons in connection with the matters contemplated herein shall be undertaken through the U.S. Selling Group Members. The Underwriters shall cause the representations, warranties and covenants included in Schedule "C"


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hereto to be made by the U.S. Selling Group Members for the benefit of the Corporation and the Underwriters, in a separate agreement between the Underwriters and the U.S. Selling Group Members.

The Corporation agrees that the Underwriters will be permitted to appoint, in addition to the U.S. Selling Group Members, other appropriately registered investment dealers to form a selling group to participate in the offering of the Offered Units. The Corporation grants all of the rights and benefits of this Agreement to any investment dealer who is a member of any Selling Group (as hereinafter defined) formed by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for all such investment dealers, and the Underwriters hereby accept such trust and agree to hold such rights and benefits for and on behalf of all such investment dealers. The Underwriters shall ensure that any investment dealer who is a member of any Selling Group formed by the Underwriters pursuant to the provisions of this paragraph or with whom the Underwriters have a contractual relationship with respect to the Offering, if any, shall comply with the applicable covenants and obligations of the Underwriters herein. The Underwriters shall, however, be under no obligation to engage any sub-agent or form any Selling Group. Such other brokers and dealers, together with the Underwriters and any U.S. Selling Group Members, are collectively referred to herein as the "Selling Group".

In consideration for their services hereunder, the Corporation agrees to pay to the Underwriters the fees and other compensation set forth in this Agreement.

The following are the terms and conditions of the agreement between the Corporation and the Underwriters:

ARTICLE 1- INTERPRETATION

1.1 In this Agreement,

"Agreement" means this agreement, as it may be amended, modified or supplemented from time to time in accordance with its terms;

"Ancillary Documents" means the Warrant Indenture, the certificates evidencing the Warrants, the certificates evidencing the Broker Warrants and all other agreements, certificates and documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the transactions contemplated by this Agreement;

"Base Shelf Prospectus" means the (final) short form base shelf prospectus of the Corporation dated August 4, 2023, including all of the Documents Incorporated by Reference;

"Broker Warrants" has the meaning given to it in Section 7.2 of this Agreement;

"Broker Warrant Shares" means the Common Shares issuable upon exercise of the Broker Warrants;

"Business Day" means a day other than a Saturday, Sunday or statutory or banking holiday in the Province of Ontario or the Province of British Columbia;

"Canadian Securities Laws" means all applicable securities laws in each of the Qualifying Jurisdictions and the respective regulations, rules and forms thereunder together with applicable


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orders, rulings, instruments and published policy statements of the Canadian Securities Administrators;

"Canadian Securities Regulators" means the applicable securities commissions or similar regulatory authorities in each of the Qualifying Jurisdictions, and "Canadian Securities Regulator" means any one of them;

"Closing" means the closing of the Offering;

"Closing Date" means January 30, 2025, or such other date as the Underwriters may determine;

"Common Shares" means common shares in the capital of the Corporation, as currently constituted;

"Contract" means any written or oral agreement, indenture, contract, lease, sublease, deed of trust, licence, option, or other legally enforceable obligation of or in favour of the applicable person;

"Corporation" has the meaning given to it in the first paragraph of this Agreement;

"Corporation Subsidiary" means Blackrock Gold Corp., a corporation existing under the laws of the state of Nevada, U.S.;

"Corporation's Auditors" means BDO Canada LLP or such other firm of chartered professional accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation;

"Corporation's Counsel" means Koffman Kalef LLP;

"Corporation's Information Record" means: (i) any statement contained in any press release, material change report, financial statement, annual information form, annual or interim report, proxy circular or other document of the Corporation which has been filed on SEDAR+, and (ii) any information which appears on the Corporation's website;

"Documents Incorporated by Reference" means all financial statements, management's discussion and analysis, management information circulars, annual information forms, material change reports, technical reports, marketing materials or other documents issued by the Corporation, whether before or after the date of this Agreement, that are incorporated by reference, or deemed to be incorporated by reference pursuant to NI 44-101, into the Offering Documents;

"Employee Plans" has the meaning given to it in Section 3.2(ii) of this Agreement;

"Enforceability Qualifications" means that enforceability is subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally and to general principles of equity;

"Environmental Laws" has the meaning given to it in Section 3.2(n) of this Agreement;

"Equity Compensation Securities" has the meaning given to it in Section 4.1(e) of this Agreement;


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"Exchange" means the TSX Venture Exchange;

"Exchange Approval" means the conditional approval of the Exchange for the Offering;

"FCPA Legislation" means all applicable foreign corrupt practice Laws, including the Corruption of Foreign Public Officials Act (Canada);

"Financial Information" means (i) the audited consolidated financial statements of the Corporation as at and for the years ended October 31, 2023 and 2022, including the notes thereto, together with the report of the Corporation's Auditors thereon, (ii) the unaudited interim consolidated financial statements of the Corporation as at and for the three and nine months ended July 31, 2024 and 2023; and (iii) in the case of each of (i) and (ii), the applicable accompanying management's discussion and analysis of financial condition and results of operations;

"Governmental Authority" means any (i) multinational, federal, provincial, state, municipal, local or other governmental or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the foregoing; (iii) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (including the Exchange); or (iv) any arbitrator exercising jurisdiction over the affairs of the applicable person, asset, obligation or other matter;

"IFRS" has the meaning given to it in Section 3.2(f);

"including" means including without limitation and shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it;

"Law" means any federal, provincial, territorial, state or municipal law, statute, ordinance, regulation, rule, by-law, judgment, decree, order or award of any Governmental Authority of competent jurisdiction;

"Lien" means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by Law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, hypothec, pledge, title retention agreement, reservation of title, servitude, right of way, restrictive covenant, right of use or any matter capable of registration against title or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy property or assets;

"Material Adverse Effect" means the effect resulting from any event or change which has a material adverse effect on the consolidated business, affairs, capital, operations or assets (including assets in which the Corporation has a direct or indirect economic interest) of the Corporation;

"material change" has the meaning ascribed to such term in NI 51-102;

"material fact" means a material fact for the purposes of the Securities Laws or any of them or, where undefined under the Securities Laws of a jurisdiction, means a fact that significantly affects,


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or would reasonably be expected to have a significant effect on, the market price or value of the Common Shares;

"Mining Claims" has the meaning given to it in Section 3.2(oo) of this Agreement;

"misrepresentation" means a misrepresentation as defined under the Securities Laws or any of them or, where undefined under the Securities Laws of a jurisdiction, means (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made;

"NEO" has the meaning given to it in Form 51-102F6V Statement of Executive Compensation – Venture Issuers;

"NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Projects;

"NI 44-101" means National Instrument 44-101 Short Form Prospectus Distributions;

"NI 44-102" means National Instrument 44-102 Shelf Distributions;

"NI 45-106" means National Instrument 45-106 Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"Offer Letter" means the engagement letter between the Corporation and RJL dated January 23, 2025, as amended by the amendment letter between the Corporation and RJL dated January 24, 2025;

"Offered Units" has the meaning given to it in the first paragraph of this Agreement;

"Offering" has the meaning given to it in the first paragraph of this Agreement;

"Offering Documents" means, collectively, the Base Shelf Prospectus, the Prospectus Supplement, any amendments to such documents, any Supplementary Material or any marketing materials, and also includes, as applicable, the U.S. Placement Memorandum;

"Offering Price" has the meaning given to it in the first paragraph of this Agreement;

"Over-Allotment Closing Date" has the meaning given to it in the second paragraph of this Agreement;

"Over-Allotment Option" has the meaning given to it in the second paragraph of this Agreement;

"Over-Allotment Shares" has the meaning given to it in the second paragraph of this Agreement;

"Over-Allotment Units" has the meaning given to it in the second paragraph of this Agreement;

"Over-Allotment Warrants" has the meaning given to it in the second paragraph of this Agreement;

"Outstanding Convertible Securities" means all options (whether put or call options), including options granted or proposed to be granted to officers, directors, employees or consultants, share


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purchase or acquisition rights or warrants, restricted share units, performance share units, deferred share units and other convertible securities outstanding, whether issued pursuant to an established plan or otherwise;

"person" means any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

"President's List" has the meaning given to it in Section 7.1;

"Projects" means, together, the Silver Cloud Project and the Tonopah West Project;

"Prospectus" means the Base Shelf Prospectus, as supplemented by the Prospectus Supplement and any Supplementary Material, in each case including all of the Documents Incorporated by Reference;

"Prospectus Supplement" means the shelf prospectus supplement dated the date hereof relating to the qualification in all of the Qualifying Jurisdictions of the distribution of the Offered Units under Canadian Securities Laws, including all of the Documents Incorporated by Reference;

"Prospectus Supplement Date" means the date of the Prospectus Supplement;

"Qualifying Jurisdictions" means each of the provinces and territories of Canada, except Quebec;

"Regulation S" means Regulation S promulgated under the U.S. Securities Act;

"SEC" means the United States Securities Exchange Commission;

"Securities Commissions" means, collectively, the securities commissions or similar regulatory authorities in each of the Qualifying Jurisdictions and "Securities Commission" means a securities commission or other securities regulatory authority in any one Qualifying Jurisdiction, as the context may require;

"Securities Laws" means, unless the context otherwise requires, all Canadian Securities Laws and U.S. Securities Laws;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval established by National Instrument 13-103 – System for Electronic Data Analysis and Retrieval + (SEDAR+) of the Canadian Securities Administrators;

"Selling Group" has the meaning set out on page 3 of this Agreement;

"Selling Jurisdictions" has the meaning set out on page 2 of this Agreement;

"Silver Cloud Project" means the Corporation's Silver Cloud mineral project located in Elko, Nevada, as more particularly described in the Corporation's Information Record;

"Silver Cloud Technical Report" means the technical report titled "Technical Report on the Silver Cloud Property, Elko County, Nevada, USA" dated January 30, 2023 with an effective date of January 27, 2023;


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"Silver Cloud Title Opinion" has the meaning given to it in Section 5.1(g) of this Agreement;

"subsidiary" has the meaning given to such term under NI 45-106;

"Substituted Purchasers" has the meaning set out on page 2 of this Agreement;

"Supplementary Material" means, collectively, any amendment to or amendment and restatement of the Base Shelf Prospectus and/or the Prospectus Supplement, and any further amendment, amendment and restatement or supplemental prospectus thereto or ancillary materials that may be filed by or on behalf of the Corporation under the Canadian Securities Laws relating to the Offering;

"Survival Limitation Date" means the second anniversary of the Closing Date;

"Tax Act" means the Income Tax Act (Canada), as amended, re-enacted or replaced from time to time;

"Time of Closing" means 8:00 am (Toronto time) on the Closing Date or the Over-Allotment Closing Date, or such other time on the Closing Date or Over-Allotment Closing Date as the Underwriters may determine;

"Tonopah West Project" means the Corporation's Tonopah West mineral project located in Nye and Esmerelda Counties, Nevada, as more particularly described in the Corporation's Information Record;

"Tonopah West Technical Report" means the technical report titled "Preliminary Economic Assessment of Mineral Resources, Tonopah West Silver-Gold Project, Nye and Esmeralda Counties, Nevada, USA" dated October 11, 2024, with an effective date for the preliminary economic assessment of September 4, 2024 and an effective date for the mineral resource estimate of August 23, 2024;

"Tonopah West Title Opinion" has the meaning given to it in Section 5.1(g) of this Agreement;

"Underwriters" has the meaning given to it in the first paragraph of this Agreement;

"Underwriters' Counsel" means Mintz LLP;

"Underwriting Fee" means the fee payable to the Underwriters as specified in Section 7.1 of this Agreement;

"Units" means units of securities of the Corporation, each consisting of one Common Share and one-half of one Warrant;

"Unit Securities" means, collectively, the Unit Shares and Warrants comprising the Offered Units;

"Unit Shares" means the Common Shares comprised in the Units;

"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;


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"U.S. Person" has the meaning given to such term in Rule 902(k) of Regulation S;

"U.S. Placement Memorandum" means the private placement memorandum prepared for use in connection with the private placements of the Offered Units in the United States;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"U.S. Securities Laws" means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, the rules and policies of the SEC and any applicable state securities laws;

"U.S. Selling Group Members" has the meaning set out on page 2 of this Agreement;

"Warrant Indenture" means the warrant indenture between the Corporation and Computershare Trust Company of Canada to be dated as of the Closing Date with respect to the Warrants;

"Warrants" means warrants of the Corporation, each whole warrant exercisable until the second anniversary of the Closing Date and entitling the holder to purchase one Common Share at an exercise price of $0.50 per Common Share, subject to customary adjustment provisions; and

"Warrant Shares" means the Common Shares issuable upon exercise of the Warrants.

1.2 The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.3 Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to "paragraph" and "Section" (unless otherwise indicated) are to the appropriate paragraphs and Sections of this Agreement. Unless the context otherwise requires, any reference to a statute shall be deemed to include regulations made pursuant thereto, all amendments in force from time to time and any statute or regulation that may be passed that has the effect of supplementing or superseding the statute or regulation referred to.

1.4 Any action or payment required or permitted to be taken or made hereunder on a day which is not a Business Day shall or may be, as the case may be, taken or made on the next succeeding Business Day, except when otherwise prescribed by Securities Laws or rules and policies of the Exchange, with the same force and effect as if taken or made within the period for the taking or making of such action.

1.5 This Agreement shall be governed by and construed in accordance with the internal laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflicts of law rules.

1.6 All amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

1.7 In this Agreement, a reference to "knowledge" of the Corporation means to the best of the knowledge of Andrew Pollard, President and Chief Executive Officer of the Corporation,


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and Randy Minhas, Chief Financial Officer of the Corporation, in each case having made due inquiry.

1.8 The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule "A" - Details of the Corporation's Material Mining Properties
Schedule "B" - Details as to Outstanding Convertible Securities
Schedule "C" Compliance with United States Securities Laws

ARTICLE 2- PURCHASE, SALE AND DISTRIBUTION

2.1 Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase the Offered Units, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Corporation and the Underwriters may mutually agree, each acting reasonably, in order to fully comply with Securities Laws and the terms of this Agreement (including Schedule "C" to this Agreement).

2.2 The Corporation will deliver, without charge, to the Underwriters copies of the Prospectus Supplement and the Base Shelf Prospectus, signed and certified as required by Canadian Securities Laws, together with all Documents Incorporated by Reference and not previously delivered to the Underwriters; provided that if any such Document Incorporated by Reference is available to the public on SEDAR+, such document or information will be deemed to have been delivered in satisfaction of this requirement.

2.3 The Corporation will prepare and deliver promptly to the Underwriters, without charge, copies of all Supplementary Material, as applicable, signed and certified as required under Canadian Securities Laws, together with all Documents Incorporated by Reference and not previously delivered to the Underwriters (provided that if such Document Incorporated by Reference is available to the public on SEDAR+, such document or information will be deemed to have been delivered in satisfaction of this requirement), and accompanied by documents corresponding to those referred to in Section 2.6.

2.4 The Corporation will provide access to the Prospectus and any Supplementary Material through the procedure prescribed under the "Access Equal Delivery" exemption under Part 6A of NI 44-102, and the Underwriters and the Corporation shall satisfy any request for electronic or paper copies of the Prospectus in accordance with Part 6A of NI 44-102, without charge. If reasonably requested by the Underwriters, the Corporation will furnish the Underwriters, without charge, with commercial copies of the Prospectus in such quantities and deliver to such cities in the Qualifying Jurisdictions as the Underwriters may from time to time reasonably request by written instructions to the Corporation. Such delivery shall be effected as soon as practicable and, in any event, in each of the Qualifying Jurisdictions, on or before 10:00 a.m. (local time) on the second Business Day following the Prospectus Supplement Date. The Corporation shall promptly furnish the Underwriters, without charge, with commercial copies of any Supplementary Material in


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such quantities and deliver to such cities in the Qualifying Jurisdictions as the Underwriters may from time to time reasonably request by written instructions to the Corporation.

2.5 Each delivery of the Prospectus and any Supplementary Materials by the Corporation to the Underwriters will constitute the consent of the Corporation to the use of such document, as applicable, in connection with the Offering of the Offered Units and will constitute the representation and warranty of the Corporation to the Underwriters that, at the respective times of such delivery:

(a) all information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters in writing expressly for inclusion therein) contained therein:

(i) are true and correct in all material respects and contain no misrepresentation; and

(ii) constitute full, true and plain disclosure of all material facts relating to the Offered Units and to the Corporation and the Corporation Subsidiary considered as a whole;

(b) such document does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made (except statements or facts relating solely to the Underwriters); and

(c) such document complies in all material respects with Canadian Securities Laws at the time filed and at the time when it is first sent or delivered to a purchaser or potential purchaser.

2.6 Prior to the filing of the Prospectus Supplement, the Corporation must deliver to the Underwriters a comfort letter from the Corporation's Auditor dated the Prospectus Supplement Date, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and the board of directors of the Corporation relating to the verification of the Financial Information, statistical and accounting data contained in or incorporated or deemed to be incorporated by reference in the Prospectus and matters involving changes or developments since the respective dates as of which specified Financial Information is given in the Prospectus (including Financial Information incorporated or deemed to be incorporated therein), to a date not more than two Business Days prior to the date of such letter.

2.7 The Corporation hereby agrees to comply with all Securities Laws on a timely basis in connection with the distribution of the Offered Units and the Corporation shall execute and file with the Securities Commissions the Prospectus Supplement and all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws.

2.8 The Corporation also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Corporation's expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Units outside of


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Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada.

2.9 The Underwriters agree to offer the Offered Units for sale only in the Selling Jurisdictions and to offer and sell the Offered Units to purchasers in the United States or to, or for the account or benefit of, U.S. Persons only in compliance with Schedule "C" attached hereto, and in such jurisdictions outside of the Selling Jurisdictions where permitted by and in accordance with Securities Laws and the applicable securities Laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Corporation shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Corporation will not be subject to any continuous disclosure requirements in such jurisdictions.

ARTICLE 3- REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Representations, Warranties, Covenants and Acknowledgements of the Underwriters

Each Underwriter hereby severally represents, warrants and covenants with the Corporation that:

(a) it is a valid and subsisting corporation, duly incorporated, continued, amalgamated or formed, as applicable, and in good standing under the laws of the jurisdiction in which it is existing;

(b) it is, and will remain until the completion of the Offering, appropriately qualified and registered under Securities Laws so as to permit it to lawfully fulfil its obligations hereunder;

(c) it has all requisite corporate power and capacity to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;

(d) this Agreement has been duly authorized, executed and delivered by it and shall constitute a valid and binding obligation of such Underwriter, enforceable against it in accordance with its terms except as to the Enforceability Qualifications;

(e) it has complied and will comply, and shall require any other member of the Selling Group to comply, with Securities Laws in connection with the distribution of the Offered Units including the U.S. selling restrictions imposed by U.S. Securities Laws, and the terms and provisions set forth in Schedule "C" to this Agreement, shall ensure that each member of the Selling Group agrees to comply with the covenants and obligations given by the Underwriter herein, to the extent applicable, and shall offer the Offered Units in the Selling Jurisdictions directly and through the Selling Group only upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriter has offered and will offer, and shall require any member of the Selling Group to offer, and sell the Offered Units only in the Selling Jurisdictions where they may be lawfully offered for sale or sold. For the purposes of this Section 3.1, the Underwriter shall be entitled to assume that the Offered Units are qualified for distribution in each Qualifying Jurisdiction


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where a receipt or similar document for the Prospectus shall have been obtained from the applicable Securities Commission following the filing of the Prospectus unless otherwise notified in writing;

(f) it shall not, and shall require each member of the Selling Group to agree to not, directly or indirectly, sell or solicit offers to purchase the Offered Units or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any jurisdiction so as to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority in, any jurisdiction (other than the filing of the Prospectus or any Supplementary Material in the Qualifying Jurisdictions);

(g) it acknowledges that (i) the Broker Warrants and the Broker Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. Persons, except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable securities laws of any state of the United States; (ii) the Broker Warrants will bear a legend stating that the Broker Warrants and the securities to be issued upon their exercise have not been registered under the U.S. Securities Act; and (iii) the Broker Warrants may not be exercised by or on behalf of any U.S. Person unless registered under the U.S. Securities Act or an exemption from such registration is available and in accordance with any applicable securities laws of any state of the United States. The Underwriter further represents, warrants and covenants to the Corporation that its exercise of the Broker Warrants will constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Broker Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Broker Warrants on behalf of a U.S. Person or a person in the United States; (c) did not acquire the Broker Warrants in the United States or for the account or benefit of a U.S. Person; (d) did not receive an offer to exercise the Broker Warrant in the United States; (e) did not execute or deliver the notice of the owner's intention to exercise such Broker Warrants in the United States; and (f) has, in all other respects, complied with the terms of Regulation S in connection with such exercise;

(h) it will use commercially reasonable efforts to complete the distribution of the Offered Units as promptly as possible after the Time of Closing and will notify the Corporation when the Underwriter has ceased the distribution of the Offered Securities, and, within 30 days after completion of the distribution, will provide the Corporation as soon as reasonably possible, in writing, with a breakdown of the number of Offered Securities distributed in each of the Selling Jurisdictions and each other jurisdiction in which the Offered Units were distributed;

(i) subject to compliance with applicable Law, it will use its commercially reasonable efforts to agree to the form and substance of any press release relating to the Offering with the Corporation, each acting reasonably, prior to the release thereof; and


(j) it will deliver such certificates, confirmations and other documentation as may be contemplated in this Agreement or as the Corporation or its counsel may reasonably require in connection with the Offering.

3.2 Representations, Warranties and Covenants of the Corporation

The Corporation hereby represents and warrants to, and covenants with, the Underwriters, intending that the same may be relied upon by the Underwriters, that:

(a) Good Standing of the Corporation. The Corporation has been duly formed and is validly existing under the Business Corporations Act (British Columbia) and is current and up to date with all filings required to be made by it, and has all requisite corporate power and authority to carry on its business as currently conducted, and to own, lease and operate its properties and assets and to carry out the transactions contemplated by this Agreement and the Ancillary Documents and carrying out the obligations hereunder and thereunder. The Corporation is duly qualified or authorized to transact business and is in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations information legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.

(b) Subsidiaries. Other than the Corporation Subsidiary, the Corporation does not have any subsidiaries. The Corporation Subsidiary has been incorporated and is validly existing under the laws of the state of Nevada, and is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification, and has all requisite power and authority (corporate and other) to conduct its business and to own, lease and operate its properties and assets. The authorized capital of the Corporation Subsidiary consists of 75,000 shares in the capital of the Corporation Subsidiary. As at the date hereof, there are 1,000 shares of common stock in the capital of the Corporation Subsidiary issued and outstanding, all of which have been duly authorized and validly issued and are fully paid and non-assessable shares of common stock in the capital of the Corporation Subsidiary. The Corporation is the legal, beneficial and registered owner of all of the shares of common stock in the capital of the Corporation Subsidiary free and clear of all Liens. No person has any right, agreement or option for the purchase from the Corporation or the Corporation Subsidiary any interest in any of such shares of the Corporation Subsidiary or for the issue or allotment of any unissued shares in the capital of the Corporation Subsidiary.

(c) Share Capital of the Corporation. As of the date hereof, prior to giving effect to the Offering, the authorized share capital of the Corporation consists of an unlimited number of Common Shares. As of the date hereof, 276,387,694 Common Shares are issued and outstanding as fully paid and non-assessable shares. As of the date hereof, other than as described in Schedule "B" to this Agreement and other than pursuant to this Agreement, there are no Outstanding Convertible Securities of the Corporation.

(d) Authorization. The Corporation has full corporate power and authority to issue the Unit Securities, the Warrant Shares (upon the due exercise of the Warrants in


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accordance with the terms of the Warrant Indenture), the Broker Warrants and the Broker Warrant Shares (upon due exercise of the Broker Warrants in accordance with the terms of the Broker Warrant certificates issued in respect thereof). The Unit Securities, when issued (upon receipt by the Corporation of the full consideration therefor) will have been duly and validly issued (in the case of the Unit Shares, as fully paid and non-assessable Common Shares). Upon exercise of the Warrants, including receipt by the Corporation of the full consideration therefor, the Warrant Shares will have been duly and validly issued as fully paid and non-assessable Common Shares. Upon exercise of the Broker Warrants, when issued and upon receipt by the Corporation of the full consideration therefor, the Broker Warrant Shares will have been duly and validly issued as fully paid and non-assessable Common Shares.

(e) Absence of Rights. Except as adequately otherwise disclosed in the Corporation's Information Record, there is no right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued Common Shares or any other agreement or option, for the issue or allotment of any unissued Common Shares or any other security convertible into or exchangeable for any Common Shares or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding Common Shares.

(f) Financial Information. The Financial Information:

(i) presents fairly, in all material respects, the financial position of the Corporation, and the results of its operations and its cash flows, for the periods specified in such Financial Information; and

(ii) conforms with International Financial Reporting Standards applicable in Canada ("IFRS").

(g) Off Balance Sheet. The Corporation has not engaged in any "off balance sheet" or similar financing.

(h) Liabilities. The Corporation does not have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not adequately disclosed or referred to in the Financial Information, other than liabilities, obligations or indebtedness or commitments incurred after the last period covered by the Financial Information in the normal course of business and which would not reasonably be expected to have a Material Adverse Effect.

(i) Non-Contravention. Neither the Corporation nor the Corporation Subsidiary is in violation of its constating documents. None of the Offering, the execution, delivery and performance of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated herein and therein, including the issue of the Unit Securities, Warrant Shares, Broker Warrants and Broker Warrant Shares, does or will:

(i) subject to compliance by the Underwriters with the provisions of this Agreement, require the consent, approval, authorization, order or


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agreement of, or registration or qualification with, any Governmental Authority or other person, except:

A. such as have been obtained, or
B. such as may be required under the Securities Laws and the policies of the Exchange and will be obtained by the Closing Date (other than post-closing filings required to be made by the Exchange or as required by Securities Laws); or

(ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of or Lien upon any of the consolidated properties or assets of the Corporation under any provision of:

A. the constating documents of the Corporation or the Corporation Subsidiary, or
B. subject to the filings and other matters referred to in the immediately following sentence:

(1) any Contract to which the Corporation or the Corporation Subsidiary is a party or by which any of their respective properties or assets are bound;
(2) any Law applicable to the Corporation or the Corporation Subsidiary or any of their respective properties or assets; or
(3) any authorization held or obtained by the Corporation or the Corporation Subsidiary or in which they have an economic interest,

other than any such conflicts, violations, defaults, rights, losses or Liens that would not, in any case of (i) or (ii) above, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(j) Independent Accountants. The accountants who reported on the Financial Information are independent with respect to the Corporation within the meaning of Canadian Securities Laws. There has never been any reportable event (within the meaning of NI 51-102) with the current auditors or any former auditors (if any) of the Corporation.

(k) Material Assets. The Projects are the only mineral projects that are material to the Corporation. The Corporation is, directly or indirectly, the legal and beneficial owner of, and has good and marketable right, title and interest in and to the assets of the Corporation and the Corporation Subsidiary. The interests of the Corporation in the assets are as reflected in the Corporation's Information Record and free and clear of all Liens (except as otherwise disclosed in the Corporation's Information Record or the Prospectus). The Corporation's direct or indirect ownership interests in the Mining Claims are as will be set forth in the Silver Cloud Title Opinion and


  • 17 -

the Tonopah West Title Opinion, respectively, but in any event, in all material respects as disclosed in the Prospectus. Any and all Contracts pursuant to which the Corporation or, to the knowledge of the Corporation, the Corporation Subsidiary, holds material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Silver Cloud Project, subject to the qualifications to be provided in the Silver Cloud Title Opinion, and the Tonopah West Project, subject to the qualifications to be provided in the Tonopah West Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation or the Corporation Subsidiary has an economic interest (whether legal or beneficial) in such material assets are in good standing (subject to the qualifications to be provided in the Silver Cloud Title Opinion and the Tonopah West Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.

(I) Technical Information. The Corporation has filed all technical reports as required by NI 43-101 for each mineral project on a property material to the Corporation, and such technical reports have been prepared in material compliance with the requirements thereof. The technical information set forth in the documents filed by the Corporation on SEDAR+, including relating to any estimates by the Corporation of mineral resources and mineral reserves, has been reviewed and approved by qualified persons (as defined in NI 43-101) and, in all cases, the resource information has been prepared in accordance with Canadian industry standards set forth in NI 43-101, and the information upon which any estimates of resources and reserves were based was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material adverse changes to such information since the date of delivery or preparation thereof. The Silver Cloud Technical Report and the Tonopah West Technical Report are the only "current" technical reports of the Corporation for the purposes of NI 43-101 and, to the knowledge of the Corporation, no material information was withheld from the authors thereof for the purposes of preparing the Silver Cloud Technical Report or the Tonopah West Technical Report and, to the knowledge of the Corporation, all information provided to such authors for such purposes is true and accurate and not misleading and was given in good faith. All statements of fact relating to the Corporation and its activities contained in the Silver Cloud Technical Report and the Tonopah West Technical Report are true and accurate in all material respects as of the date thereof and no such fact has been omitted therefrom (or information withheld) the omission of which would make any statement of fact therein misleading. To the knowledge of the Corporation, there have been no material changes to such information since the date of delivery or preparation thereof, except as adequately disclosed in the Prospectus.

(m) Exploration and Development Activities. To the knowledge of the Corporation:


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(i) all assessments or other work required to be performed within the areas covered by the Mining Claims in order to maintain the interests therein of the Corporation and, if applicable, the optionor which currently owns any of such Mining Claims, have been performed to date and the Corporation has complied in all material respects with all applicable Laws in this regard, as well as with regard to legal, contractual obligations to third parties in this regard except for any non-compliance that would not, either individually or in the aggregate, have a Material Adverse Effect;

(ii) there are no expropriations or similar proceedings against any property in which the Corporation has a direct or indirect economic interest or any related mining claim; and

(iii) all exploration and development activities conducted on premises in which the Corporation has a direct or indirect economic interest have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace Laws have been duly complied with, except where the failure to so conduct operations would not reasonably be expected to have a Material Adverse Effect.

(n) Environmental Laws. To the Corporation's knowledge (i) neither the Corporation nor the Corporation Subsidiary is in violation of any federal, provincial, state, local, municipal or foreign Law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including Laws relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws") except where such violations would not be reasonably expected, on an individual or aggregate basis, to have a Material Adverse Effect, (ii) the Corporation and the Corporation Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are in compliance with their requirements, except where the failure to have such permits, authorizations and approvals would not reasonably be expected, on an individual or aggregate basis, to have a Material Adverse Effect, and (iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Corporation or the Corporation Subsidiary which, if determined adversely, would reasonably be expected to have a Material Adverse Effect. Other than for ongoing legislative reporting, there are no environmental audits, evaluations, assessments, studies or tests that were commissioned by the Corporation or the Corporation Subsidiary respecting the business, operations, properties or facilities of the Corporation or the Corporation Subsidiary or in which it has a direct or indirect economic interest.


  • 19 -

The Mining Claims are not located in any environmental conservation unit, whether 'full protection units' or 'sustainable use units', nor in their buffer zones, or in Aboriginal protection areas.

There is no tailings dam (or water dam) within the areas covered by the Mining Claims. The Mining Claims are not located within any tailings (or water) dam rescue zones.

(o) Conduct of Business; Possession of Licenses and Permits. Each of the Corporation and the Corporation Subsidiary has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business. Each of the Corporation and the Corporation Subsidiary possesses such permits, certificates, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, provincial, state, local or foreign, as applicable, Governmental Authorities necessary to own, lease, stake or maintain the mining rights and property claims and other property interests and to conduct the business now operated, including to conduct exploration at the Corporation's various projects, except where the failure to possess such permits, certificates, licenses, approvals, consents or authorizations would not reasonably be expected to have a Material Adverse Effect. Each of the Corporation and the Corporation Subsidiary is in compliance with the terms and conditions of all such Governmental Licenses, and is not in violation of, or in default under, applicable Laws (including Environmental Laws) of any Governmental Authorities having, asserting or claiming jurisdiction over the Corporation or over any part of the Corporation's operations or assets except where such non-compliance, violation or default would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Corporation, all of the Governmental Licenses are valid and in full force and effect. Neither the Corporation nor the Corporation Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses.

(p) Material Contracts. All of the material Contracts of the Corporation and the Corporation Subsidiary (collectively, the "Material Contracts") have been disclosed in the Prospectus or to the Underwriters or the Underwriters' Counsel, and, if required under the Canadian Securities Laws, have been filed at the Corporation's profile on SEDAR+. Neither the Corporation nor the Corporation Subsidiary has received notification from any party claiming that the Corporation is in material breach or default under any Material Contract.

(q) Restrictions on Dividends or Business. There is not, in the constating documents of the Corporation, or in any Contract or other instrument or document to which the Corporation is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of the Corporation or the payment of dividends by the Corporation to the holders of its Common Shares. The Corporation Subsidiary is not currently prohibited, directly or indirectly, under any Contract or other instrument to which it is a party or is subject, from paying any dividends to the Corporation, from making any other distribution on the Corporation Subsidiary's outstanding equity securities, from repaying to the Corporation any loans or advances to the Corporation Subsidiary from the Corporation or from transferring any of the Corporation Subsidiary's properties or assets to the


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Corporation. Neither the Corporation nor the Corporation Subsidiary is a party to or bound or affected by any Contract containing any covenant which expressly limits the freedom of the Corporation or the Corporation Subsidiary to compete in any line of business, transfer or move any of its assets or operations or which materially or adversely affects the consolidated business practices, operations or condition of the Corporation, except as disclosed in the Prospectus.

(r) No Material Adverse Effect. Since October 31, 2023, (i) there has been no change in the consolidated condition (financial or otherwise), or in the consolidated properties, capital, affairs, prospects, operations, assets or liabilities of the Corporation, whether or not arising in the ordinary course of business, which would reasonably be expected to give rise to a Material Adverse Effect and except as disclosed in the Prospectus, and (ii) there have been no transactions entered into by the Corporation, other than those in the ordinary course of business, which are material with respect to the Corporation, except as disclosed in the Prospectus.

(s) Absence of Changes. Since October 31, 2023, the Corporation has carried on business in the ordinary course and, except as disclosed in the Prospectus, there has not been:

(i) any material change in the consolidated assets, liabilities or obligations (absolute, accrued, contingent or otherwise), business, business prospects, condition (financial or otherwise) or results of operations of the Corporation, other than those changes occurring in the ordinary course of business, none of which (either singly or taken together) has had or would reasonably be expected to have a Material Adverse Effect;

(ii) except as contemplated in this Agreement, any material change in the share capital or long-term debt of the Corporation;

(iii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares in the capital of the Corporation or any direct or indirect redemption, purchase or other acquisition of any shares; or

(iv) any change in accounting or tax practices followed by the Corporation.

(t) Absence of Proceedings. To the Corporation's knowledge, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or other Governmental Authority, domestic or foreign, now pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation or the Corporation Subsidiary which has not been disclosed in the Prospectus, or which if determined adversely would reasonably be expected to have a Material Adverse Effect, or which, if determined adversely, would reasonably be expected to materially adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Corporation of its obligations hereunder or under any of the Ancillary Documents.

(u) Outstanding Judgements. There is no outstanding judgement, order, decree, arbitral award or decision of any court, tribunal or other Governmental Authority against the Corporation or the Corporation Subsidiary.


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(v) No Insolvency. Neither the Corporation nor the Corporation Subsidiary has committed an act of bankruptcy or sought protection from its creditors from any court or pursuant to any Law, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed of any part of its assets, had any encumbrancer or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it, and at the Time of Closing, neither the Corporation nor the Corporation Subsidiary will be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada)).

(w) Unlawful Payment. To the knowledge of the Corporation, neither the Corporation or the Corporation Subsidiary, nor any of their respective employees or agents, has made any unlawful contribution or other payment to any person holding, or candidate for, any federal, state, provincial or other public office, Canadian or foreign, or failed to disclose fully any contribution, in violation of any Law, or made any payment, to any federal, state, provincial or other governmental officer or official, Canadian or foreign, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable Laws. Without limiting the generality of the foregoing, to the knowledge of the Corporation, neither the Corporation or the Corporation Subsidiary nor any of their respective employees or agents has violated FCPA Legislation.

(x) Brokerage Fees. Other than the Underwriters or as otherwise been agreed to with the Underwriters prior to the date of this Agreement, there is no person acting or, to the knowledge of the Corporation, purporting to act at the request of the Corporation, who is entitled to any brokerage or finder's fees in connection with the Offering.

(y) Authorization of Documents, etc. This Agreement has been, and at the Time of Closing each of the Ancillary Documents, and the transactions contemplated herein and therein, will have been duly authorized, executed and delivered by the Corporation and, in each case, will be a legal, valid and binding obligation of, and be enforceable against, the Corporation in accordance with its terms (subject to the Enforceability Qualifications). All corporate action required to be taken by the Corporation for the authorization, issuance, sale and delivery of the Unit Securities, Warrant Shares, Broker Warrants and Broker Warrant Shares, has been validly taken at the date hereof or will have been taken by the Closing Date. The Corporation has the necessary corporate power and authority to execute, deliver and file the Prospectus Supplement and, prior to the filing of the Prospectus Supplement, all requisite action will have been taken by the Corporation to authorize the execution, delivery and filing of the Prospectus Supplement.

(z) No Default of Securities Laws. The Corporation is not in default of any requirement of Securities Laws which would reasonably be expected to have a Material Adverse Effect on the Offering or the Corporation.

(aa) Disclosure. All information which has been prepared or compiled by the Corporation relating to the Corporation, the Corporation Subsidiary and their


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businesses, properties and liabilities, and either disclosed in the Prospectus, filed on SEDAR+ or provided to the Underwriters or Underwriters' Counsel, including all financial, marketing, sales, technical mining and operational information, is as of the date of such information, true and correct in all material respects, and no material fact or facts have been omitted therefrom which would make such information misleading. In addition, the Corporation has filed all material documents required to be filed by it under Canadian Securities Laws and the documents filed by the Corporation constituting the Corporation's Information Record did not contain a misrepresentation at the time of their filing on SEDAR+.

(bb) No Default. Neither the Corporation nor the Corporation Subsidiary, is in default of any material term, covenant or condition under or in respect of any judgment, order, agreement or instrument to which it is a party or to which it or any of the material property or assets (including any royalty or interest therein) thereof are or may be subject, and, to the knowledge of the Corporation, no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any Contract to which the Corporation or the Corporation Subsidiary, is a party or by which any of them is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder or which could reasonably be expected to have a Material Adverse Effect.

(cc) Voting Agreements. The Corporation is not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation or the Corporation Subsidiary.

(dd) Shareholder Agreements. Neither the Corporation nor, to the knowledge of the Corporation, any shareholder of the Corporation is a party to any shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Corporation.

(ee) Interest of Insiders; Conflicts. Other than as disclosed in the Prospectus or the Corporation's Information Record, to the knowledge of the Corporation:

(i) none of the directors, officers or employees of the Corporation or the Corporation Subsidiary, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons (as such terms are defined in the Securities Act (Ontario)), has had any material interest, direct or indirect, in any material transaction within the previous two years or has any material interest in any proposed material transaction involving the Corporation or the Corporation Subsidiary which, as the case may be, materially affected, is material to or will materially affect the Corporation or the Corporation Subsidiary, take as a whole;

(ii) no officer, director or employee of the Corporation or the Corporation Subsidiary, and no person which is an affiliate or associate of one or more of the foregoing, owns, directly or indirectly, any interest in (except for shares representing less than 10% of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of any person which is, or is engaged in, a business


  • 23 -

competitive with the Corporation or the Corporation Subsidiary, as applicable, which in either case, materially adversely impacts, or would reasonably be expected to materially and adversely impact, on their ability to duly and properly perform their services;

(iii) no officer, director or employee of the Corporation or the Corporation Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or the Corporation Subsidiary, as applicable, in connection with its business except for claims in the ordinary and normal course of the business such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation on a consolidated basis; and

(iv) neither the Corporation nor the Corporation Subsidiary owes any monies to, has any present loans to, or borrowed any monies from or is otherwise indebted to, any officer, director, employee or any person not dealing at "arm's length" (as such term is defined in the Tax Act) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of its business. To the knowledge of the Corporation, except as adequately disclosed in the Corporation's Information Record and usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor the Corporation Subsidiary is a party to any Contract or understanding with any officer, director, employee or any other person not dealing at arm's length with them.

(ff) Executive Compensation. Except as disclosed by the Corporation to the Underwriters, the directors and executive officers of the Corporation and the Corporation Subsidiary who are NEOs and their compensation arrangements (as applicable) with the Corporation and the Corporation Subsidiary, as applicable, whether as directors, officers or employees are, in all material respects, as disclosed in the Corporation's Information Record.

(gg) Interest in Revenues. Except as adequately disclosed in the Corporation's Information Record, no officer, director, employee or any other person not dealing at arm's length with the Corporation (within the meaning of the Tax Act), or to the knowledge of the Corporation, any associate or affiliate of such person, owns, has or is entitled to any royalty, net profits interest, carried interest, licensing fee, or any other Liens or claims of any nature whatsoever which are based on the revenues, profits, results of mineral project exploitation or other economic measure of the Corporation.

(hh) Employees. All material employment agreements, severance agreements and change of control agreements in respect of any NEOs, and all Employee Plans have been, in all material respects, disclosed in the Corporation's Information Record in accordance with applicable Laws. The Corporation and the Corporation Subsidiary is in material compliance with all Laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages, and there is not currently any labour disruption or conflict involving the Corporation or the Corporation Subsidiary. Neither the Corporation nor the Corporation Subsidiary is a party to a collective bargaining


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agreement. To the best of the Corporation's knowledge, there are no union organizing efforts being made at the Corporation or the Corporation Subsidiary.

(ii) Employee Plans. Each material plan, if any, for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation or the Corporation Subsidiary for the benefit of any current or former director, officer, employee or consultant (collectively, the "Employee Plans") has been maintained in material compliance with its terms and with the requirements prescribed by any and all Laws that are applicable to such Employee Plan. Neither the Corporation nor the Corporation Subsidiary has or has had any pension plan (as such term is defined in the relevant legislation of the applicable jurisdiction). All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and Employee Plan payments have been reflected in the books and records of the Corporation and the Corporation Subsidiary.

(jj) Indebtedness. Neither the Corporation nor the Corporation Subsidiary has guaranteed or otherwise given security for or agreed to guarantee or give security for any liability, debt or obligation of any other person.

(kk) Insurance. The properties and assets in which the Corporation or the Corporation Subsidiary has a direct or indirect economic interest are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the terms of any policies in respect thereof have not been breached and the insured has not failed to promptly give any notice or present any material claim thereunder.

(II) Taxes. All tax returns, reports, elections, remittances and payments of the Corporation and, to the knowledge of the Corporation, the Corporation Subsidiary, required by applicable Law to have been filed or made in any applicable jurisdiction, have been filed or made (as the case may be), and are substantially true, complete and correct, and all taxes of the Corporation and to the knowledge of the Corporation, the Corporation Subsidiary, have been paid or accrued in the Financial Information (except in any case in which the failure to file, pay or accrue such taxes would not result in a Material Adverse Effect).

(mm) Reporting Issuer. The Corporation is, and will at the Time of Closing be, a "reporting issuer" (or its equivalent) in each of the provinces and territories of Canada, other than Québec, and is not in default of any requirement of Canadian Securities Laws. The Corporation has made timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred with respect to which the requisite material change statement has not been filed.

(nn) Accounting Controls. The Corporation and the Corporation Subsidiary maintain, and will maintain, a system of internal accounting controls sufficient to provide


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reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(oo) Mining Claims. The material mining licenses, claims, leases and other mineral property rights in respect of the Projects (collectively, the "Mining Claims") are set forth on Schedule "A", which schedule is a complete and accurate list of all such rights held by the Corporation and the Corporation Subsidiary. All such Mining Claims are validly held by the Corporation or the Corporation Subsidiary, either directly or under valid and binding option interest which are described in the Prospectus (subject to the qualifications to be set out in the Silver Cloud Title Opinion and the Tonopah West Title Opinion). Such Mining Claims are free and clear of any material Liens and no material royalty is payable in respect of any of them, except as described in Schedule "A" or adequately disclosed in the Prospectus. Except as adequately disclosed in the Prospectus, no other mineral or property rights are necessary for the conduct of the Corporation's business as presently conducted and as contemplated in the Prospectus; and there are no material restrictions on the ability of the Corporation to use, access, transfer or otherwise explore or exploit any such mineral or property rights except as required by applicable Law and as adequately disclosed in the Prospectus. Except as adequately disclosed in the Prospectus, and except in respect of permits to be obtained in the ordinary course that are reasonably expected to be received by the Corporation in a timely fashion, the Corporation beneficially and legally owns 100% of the Mining Claims necessary to carry on its current and proposed exploration and exploitation activities. In respect of all such Mining Claims:

(i) neither the Corporation nor the Corporation Subsidiary has received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims;

(ii) the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other preemptive rights under any of the Mining Claims (or any option thereof of the Corporation or the Corporation Subsidiary);

(iii) all exploration permits, leases, concessions, licenses and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement except as would not have a Material Adverse Effect;

(iv) the Mining Claims are in good standing in all material respects with respect to the performance of all material obligations required under applicable Law (including the performance of all required exploration and exploitation work,


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the performance of all minimum assessment work and the timely filing of any reports, applications and further documents) and the condition of any related surface rights is in compliance with all Laws and all orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental Laws; and

(v) there is no actual or, to the knowledge of the Corporation, threatened adverse claim against, or challenge to, the ownership of, or title to, the Mining Claims.

(pp) Aboriginal Claims. To the knowledge of the Corporation, there are no claims with respect to Aboriginal rights currently, or pending or threatened, with respect to any of the Projects or in respect of any other properties in which the Corporation has a direct or indirect economic interest.

(qq) No Cease Trade Orders. No Securities Commission in any jurisdiction has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened, and the Corporation is not in default of any requirement of Canadian Securities Laws, except such as would not have or would not reasonably be expected to have a Material Adverse Effect.

(rr) Stock Exchange Listing. The Corporation is in compliance in all material respects with the current listing requirements and all other applicable rules and regulations of the Exchange and has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the Exchange.

(ss) Transfer Agent and Registrar. Computershare Trust Company of Canada, at its principal offices in Vancouver, British Columbia, has been duly appointed as the transfer agent and registrar for the Common Shares.

(tt) Money Laundering Laws. The operations of the Corporation and the Corporation Subsidiary are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering Laws of all relevant jurisdictions, the rules and regulations thereunder and any related Laws issued, administered or enforced by any Governmental Authority (collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court or other Governmental Authority or any arbitrator non-Governmental Authority involving the Corporation or the Corporation Subsidiary with respect to the Money Laundering Laws is, to the best knowledge of the Corporation, pending or threatened.

(uu) No Pending Changes to Law, etc. The Corporation (without due inquiry) is not aware of any pending change or contemplated change to any applicable Law that could reasonably be expected to materially affect the business of the Corporation or the business or legal environment under which the Corporation or the Corporation Subsidiary operates.

(vv) Corporate Records. The minute books and corporate records of the Corporation made or to be made available to the Underwriters' Counsel in connection with the


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Underwriters' due diligence investigations of the Corporation for the period from its date of incorporation to the date of examination thereof, are the original minute books and records of the Corporation or true copies thereof and contain copies of all proceedings (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of the Corporation and there have been no other proceedings of the shareholders, boards of directors or any committee of the boards of directors of the Corporation that are required to be included in such minute books and records to the date of review of such corporate records and minute books not reflected in such minute books and corporate and other records other than those which have been disclosed to the Underwriters in writing and those which are or are not material in the context of the Corporation.

ARTICLE 4- ADDITIONAL COVENANTS OF THE CORPORATION

4.1 The Corporation hereby further covenants to and with the Underwriters, on their own behalf and on behalf of the purchasers, as follows:

(a) the Corporation will fulfil all legal requirements to permit the creation, issuance, offering and sale of the Unit Securities, Warrant Shares, Broker Warrants and Broker Warrant Shares, all as contemplated in this Agreement and the Prospectus, and file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Corporation and take or cause to be taken all action required to be taken by the Corporation in connection with the Offering;

(b) the Corporation will make all necessary filings, use its commercially reasonable efforts to obtain all necessary regulatory consents and approvals, including approvals required by the Securities Laws and the Exchange, and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement and the Ancillary Documents;

(c) the Corporation will use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the securities laws in each of the provinces and territories of Canada (other than Québec) until the date that is two years following the Closing Date, provided that the Company shall not be required to comply with this covenant following the completion, in accordance with applicable Laws, of a merger, amalgamation, arrangement, business combination, take-over bid, acquisition or similar transaction pursuant to which the Corporation ceases to be a "reporting issuer" (or the equivalent thereof) in any of the provinces and territories of Canada.

(d) the Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares for trading on the Exchange (or the Toronto Stock Exchange or such other recognized stock exchange or quotation system as RJL, on behalf of the Underwriters, may approve, acting reasonably), provided that the Company shall not be required to comply with this covenant following the completion, in accordance with applicable Laws, of a merger, amalgamation, arrangement, business combination, take-over bid, acquisition or similar transaction pursuant to which the Corporation ceases to be a "reporting issuer" (or the equivalent thereof) in any of the provinces and territories of Canada.


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(e) the Corporation will not, directly or indirectly, without the prior written consent of RJL, on behalf of the Underwriters (such consent not to be unreasonably withheld or delayed), offer, issue, sell, grant, secure, pledge or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares, or any securities of the Corporation convertible into or exercisable or exchangeable for Common Shares or other equity securities of the Corporation, for a period commencing on the date hereof and ending 90 days after the Closing Date (other than in conjunction with (i) the grant of stock options, restricted share units, deferred share units, preferred share units and other similar issuances (collectively, “Equity Compensation Securities”) pursuant to the Company’s Omnibus Equity Incentive Compensation Plan and other share compensation arrangements; (ii) the exercise of outstanding Equity Compensation Securities and warrants as of the date hereof; (iii) the issuance of securities by the Company in connection with acquisitions in the normal course of business; or (v) to satisfy other existing commitments of the Corporation to issue Common Shares as of the date hereof).

(f) during the period of distribution of the Offered Units, the Corporation will allow the Underwriters (and the Underwriters’ Counsel and consultants) to conduct all due diligence which the Underwriters may reasonably require or which may be considered necessary or appropriate by the Underwriters. The Corporation will provide to the Underwriters (and the Underwriters’ Counsel) reasonable access to the Corporation’s senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry that the Underwriters (or the Underwriters’ Counsel) may conduct, the Corporation shall also make available its directors, senior management (including its qualified person(s) for the purposes of NI 43-101), the Chairman of the Audit Committee of its board of directors, the Corporation’s Auditors, the authors of the Silver Cloud Technical Report and the Tonopah West Technical Report, and the Corporation’s Counsel to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to Closing and to use its commercially reasonable efforts to arrange for the Corporation’s Auditors and any authors of such technical reports to participate in any such due diligence session;

(g) the Corporation shall ensure that the Unit Securities, Warrant Shares, Broker Warrants and Broker Warrant Shares have the attributes corresponding in all material respects to the description thereof set forth in, as applicable, this Agreement and the Prospectus;

(h) during the period of distribution of the Offered Units, the Corporation will promptly inform the Underwriters of the full particulars of any request of any Securities Commission or the Exchange for any information, or the receipt by the Corporation of any communication from any Securities Commission, the Exchange or any other competent Governmental Authority relating to the Corporation or which may be relevant to the distribution of the Offered Units. Without limiting the foregoing, the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:


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(i) the institution, threatening or contemplation of any proceeding for any such purpose; or

(ii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Offered Units) having been issued by any Securities Commission or the institution, threatening or contemplation of any proceeding for any such purposes;

(i) during the period of distribution of the Offered Units, the Corporation will promptly inform the Underwriters of the full particulars of:

(i) any material change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against), whether financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, operations, assets, financial condition or capital of the Corporation; or

(ii) any change in any material fact or any misstatement of any material fact contained in the Corporation's Information Record,

which change or new material fact is, or could reasonably be expected to be, of such a nature as:

(i) to render this Agreement or any of the Ancillary Documents, as they exist taken together in their entirety immediately prior to such change or new material fact, misleading or untrue in any material respect or would result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation;

(ii) would result in this Agreement or any of the Ancillary Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Securities Laws; or

(iii) would reasonably be expected to have a material and adverse effect on the market price or value of the Common Shares or constitute a Material Adverse Effect.

In such regard to "material changes", the Corporation will comply with Part 7 of NI 51-102, and the Corporation will prepare and will file promptly any document which may be necessary, and will otherwise comply with all applicable filing and other requirements under Securities Laws arising as a result of such fact or change; and

During the period of distribution of the Offered Units, the Corporation will promptly, and in any event within any applicable time limitation, comply with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation will not file any Supplementary Material or other document without first providing a copy to and obtaining the approval of the Underwriters, which approval will not be unreasonably withheld or delayed, and will otherwise comply with all legal requirements necessary to


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continue to qualify the Offered Units for distribution in the Qualifying Jurisdictions; it being understood that any such approval will not constitute a waiver of the conditions set forth in Article 6. Prior to the filing of such Supplementary Material, the Corporation will provide to the Underwriters and the Underwriters' Counsel reasonable access during normal business hours, to the officers, employees, authors of technical reports and other qualified persons for purposes of NI 43-101, facilities, books and records of the Corporation and the Corporation Subsidiary in order to conduct all due diligence which the Underwriters may reasonably require to conduct in order to fulfill their obligations as agent and in order to enable the Underwriter to execute any certificates required to be executed by the Underwriter in the Supplementary Material.

(j) If at any time during the period of distribution of the Offered Units, any event referred to in Sections 4.1(i)(i) and 4.1(i)(ii) will have occurred as a result of which it is necessary in the opinion of the Underwriters' Counsel or the Corporation, acting reasonably, to file any Supplementary Material, the Corporation will prepare and file promptly with the Canadian Securities Regulators and deliver to the Underwriters any Supplementary Materials which, in the opinion of the Underwriters' Counsel or the Corporation, acting reasonably, may be necessary or advisable in order to ensure that the Prospectus or any Supplementary Material does not contain any misrepresentation or untrue statement of a material fact or omission of a material fact for the purposes of Canadian Securities Laws.

(k) During the period of distribution of the Offered Units, the Corporation will advise the Underwriters promptly after receiving notice or obtaining knowledge thereof, of:

(i) the time when any Supplementary Material has been filed;

(ii) any request of any Canadian Securities Regulator for any Supplementary Material or for any additional information;

(iii) the issuance by any Canadian Securities Regulator or other regulatory authority of any cease trading order relating to the Offered Units or other securities of the Corporation or the Corporation Subsidiary, or the institution or threat of institution of any proceedings for that purpose; and

(iv) the receipt by the Corporation of any communication from any Canadian Securities Regulator or other regulatory authority relating to the Prospectus, any Supplementary Material or the Offering.

ARTICLE 5 - CONDITIONS TO PURCHASE OBLIGATION

5.1 The following are conditions of the Underwriters' obligations to purchase the Offered Units:

(a) the Corporation's board of directors will have authorized and approved (i) this Agreement and the Ancillary Documents, (ii) the issuance of the Offered Units and the Broker Warrants, and (iii) all matters relating to the foregoing;

(b) the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the appropriate regulatory authorities in the


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Qualifying Jurisdictions and the Exchange Approval, on terms which are acceptable to the Corporation and the Underwriters, each acting reasonably, it being understood that the Underwriters will do all that is reasonably required to assist the Corporation to fulfil this condition;

(c) the Unit Shares, Warrant Shares and Broker Warrant Shares will have been conditionally accepted for listing on the Exchange (subject only to the usual conditions of the Exchange);

(d) the representations and warranties of the Corporation contained in this Agreement and the Ancillary Documents are true and correct in all material respects (or, if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties will be true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Agreement, and the Corporation will have complied with all the covenants and satisfied all the terms and conditions of this Agreement to be complied with and satisfied by the Corporation at or prior to the Time of Closing;

(e) The Corporation having caused the Corporation's Auditors to deliver to the Underwriters a comfort letter, dated the Closing Date or the Over-Allotment Closing Date, as applicable, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to the date which is two Business Days prior to the Closing Date or the Over-Allotment Closing Date, as applicable, the information contained in the comfort letter referred to in Section 2.6; which, for certainty, will be a "long-form" comfort letter dated the date of the Closing Date or the Over-Allotment Closing Date, as applicable, in the event that the financial statements contained within the Documents Incorporated by Reference have changed since the date of the previous "long-form" comfort letter delivered pursuant to Section 2.6, as applicable;

(f) at the Time of Closing, the Corporation will have caused a favourable legal opinion to be delivered by its counsel addressed to the Underwriters with respect to such matters as the Underwriters may reasonably request relating to this transaction, acceptable in all reasonable respects to the Underwriters' Counsel, including substantially to the effect that:

(i) the Corporation has been formed and is validly subsisting under the laws of its jurisdiction of formation and has all requisite corporate power, authority and capacity to carry on its business and to own, lease and operate its properties and assets and to perform its obligations hereunder;

(ii) the Corporation has the corporate capacity and power to execute and deliver this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder;

(iii) this Agreement and the Ancillary Documents have been duly authorized, executed and delivered by the Corporation and are legally binding upon the Corporation and enforceable in accordance with their respective terms


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(subject to the Enforceability Qualifications and such other qualifications as are customary in such circumstances);

(iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Ancillary Documents, and the performance of its obligations hereunder and thereunder and this Agreement and the Ancillary Documents have been duly executed and delivered by the Corporation;

(v) as to the authorized and issued capital of the Corporation (which opinion shall be based solely on a certificate of the transfer agent of the Corporation);

(vi) the Unit Securities, when issued (upon receipt by the Corporation of the full consideration therefor) will have been duly and validly issued (in the case of the Unit Shares, as fully paid and non-assessable Common Shares);

(vii) upon exercise of the Warrants, including receipt by the Corporation of the full consideration therefor, the Warrant Shares will have been duly and validly issued as fully paid and non-assessable Common Shares;

(viii) upon exercise of the Broker Warrants, when issued and upon receipt by the Corporation of the full consideration therefor, the Broker Warrant Shares will have been duly and validly issued as fully paid and non-assessable Common Shares;

(ix) the Exchange having accepted notice of the issuance of the Unit Securities and the Broker Warrants, and having conditionally approved the listing of the Unit Shares, the Warrant Shares and the Broker Warrant Shares, subject to the usual post-closing filings (which opinion shall be based solely on the Exchange Approval letter);

(x) the execution and delivery of this Agreement and the Ancillary Documents, the fulfilment of the terms hereof and thereof, the issue, sale and delivery on the Closing Date of the Offered Units and the Broker Warrants do not constitute a default under, any applicable Laws or any term or provision of the Corporation's constating documents;

(xi) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Base Shelf Prospectus, the Prospectus Supplement and any Supplementary Material and the filing thereof with the Securities Commissions;

(xii) the Corporation being a reporting issuer (or the equivalent) under the Canadian Securities Laws, and not being included on a list of defaulting issuers maintained by the Securities Commissions;

(xiii) that the summary under the heading "Certain Canadian Federal Income Tax Considerations" in the Prospectus Supplement is a fair and adequate summary of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of the


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Offered Units, subject to the qualifications, assumptions, limitations and understandings set out in such summary;

(xiv) confirming the statements under the heading "Eligibility for Investment" in the Prospectus Supplement, subject to the qualifications, assumptions and limitations set out under such heading; and

(xv) such other matters as the Underwriters or the Underwriters' Counsel may reasonably request.

In giving such opinions, the Corporation's Counsel will be entitled to arrange for and rely, to the extent appropriate in the circumstances, upon local counsel, it being understood that certain of the opinions which are not matters of British Columbia law may be opined upon directly by local counsel, and that the Corporation's Counsel will not be required to also give such opinions, and will be entitled as to matters of fact not within their knowledge to rely upon a certificate of fact from public officials and/or responsible persons in a position to have knowledge of such facts and their accuracy, and such opinion will be subject to customary qualifications, assumptions, exceptions and reliances. The Corporation agrees, and the aforesaid legal opinion will expressly provide, that the Underwriters may deliver copies of the opinion to each of the addressees thereof;

(g) the Underwriters will have received legal opinions, dated the Closing Date and addressed to the Underwriters, from the Corporation's Counsel and/or other special counsel engaged by the Corporation, in forms and substance acceptable to the Underwriters and the Underwriters' Counsel, acting reasonably, as to (i) the title and ownership interests of the Corporation in the Silver Cloud Project (the "Silver Cloud Title Opinion") and the registered Liens thereon; and (ii) the title and ownership interests of the Corporation in the Tonopah West Project (the "Tonopah West Title Opinion") and the registered Liens thereon;

(h) the Underwriters will have received legal opinions, dated the Closing Date or the Over-Allotment Closing Date, as applicable, and addressed to the Underwriters, from the Corporation's Counsel and/or other special counsel engaged by the Corporation, in forms and substance acceptable to the Underwriters and the Underwriters' Counsel, acting reasonably, as to (i) the incorporation and existence of the Corporation Subsidiary; (ii) the Corporation Subsidiary having the requisite corporate power and capacity to own and lease its properties and assets and to carry on its business, and (iii) the registered ownership of the issued and outstanding shares of the Corporation Subsidiary;

(i) if any Offered Units are offered and sold in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriters shall have received at the Time of Closing a favourable legal opinion addressed to the Underwriters dated as of the Closing Date or Over-Allotment Closing Date, as applicable, from Dorsey & Whitney LLP as United States counsel to the Corporation, to the effect that it is not necessary in connection with (i) the offer and resale of the Offered Units by the Underwriters in the United States or to, or for the account or benefit of, U.S. Persons or (i) the offer by the Underwriters and sale of the Offered Units directly by the Company on a substituted purchaser basis in the United States or to, or for the account or benefit of, U.S. Persons to register the Offered Units, including the


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Unit Securities comprising the Offered Units, under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent resale of any Unit Shares and Warrants;

(j) the Underwriters will have received a certificate dated the Closing Date or the Over-Allotment Closing Date, as applicable, signed by the Chief Executive Officer of the Corporation, the Chief Financial Officer of the Corporation or another officer or director acceptable to the Underwriters, acting reasonably,, in form and substance acceptable to Underwriters with respect to:

(i) the constating documents of the Corporation;

(ii) the resolutions of the directors of the Corporation relevant to the Offering, the Offered Units, the Broker Warrants and the authorization of this Agreement and the Ancillary Documents; and

(iii) the incumbency and signatures of signing officers of the Corporation;

(k) the Underwriters will have received certificates of status and/or compliance (or the equivalent) for the Corporation and the Corporation Subsidiary dated within two days of the Closing Date or the Over-Allotment Closing Date, as applicable, or such other reasonable period as may be dictated by local requirements;

(l) the Corporation will have delivered to the Underwriters a certificate dated the Closing Date or the Over-Allotment Closing Date, as applicable, and signed by the Chief Executive Officer of the Corporation, the Chief Financial Officer of the Corporation or another officer or director acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Corporation, and not in their personal capacity, with respect to the following matters:

(i) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects (or, if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties were true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Agreement;

(ii) the Corporation having complied with all the covenants and satisfied all the terms and conditions of this Agreement to be complied with and satisfied by the Corporation at or prior to the Time of Closing;

(iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Units or any of the Corporation's issued securities having been issued or, to the knowledge of such officers, threatened; and


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(iv) there having not occurred a Material Adverse Effect, or any change or development that would reasonably be expected to result in a Material Adverse Effect;

(m) the Corporation will have used commercially reasonable efforts to have caused each of the directors and senior officers of the Corporation to enter into lock-up agreements in a form satisfactory to the Corporation and the Underwriter, each acting reasonably, which will be negotiated in good faith and contain customary provisions, pursuant to which each such person agrees, for a period of 90 days after the Closing Date, not to, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, in any manner whatsoever, whether through the facilities of a stock exchange, by private placement or otherwise, securities of the Corporation held by them, directly or indirectly, without prior consent of RJL, which consent will not be unreasonably withheld or delayed, provided that RJL's consent shall not be required in connection with (i) the exercise of outstanding Equity Compensation Securities and warrants outstanding as of the date hereof; (ii) transfers among a shareholder's affiliates for tax or other planning purposes; or (iii) in order to accept a bona fide take-over bid made to all securityholders of the Corporation or similar business combination transaction.

(n) at the Time of Closing, the Corporation will not be the subject of a cease trading order made by any Securities Commission which has not been rescinded;

(o) prior to the Time of Closing, the Underwriters, Underwriters' Counsel and the Underwriters' technical consultants will have been provided with timely access to all information reasonably required to permit them to conduct a due diligence investigation of the Corporation and its consolidated business operations, properties, assets, affairs, prospects and financial condition, including access to management of the Corporation (including its qualified person(s) for purposes of NI 43-101), the Corporation's Auditors, the authors of the Silver Cloud Technical Report and the Tonopah West Technical Report, and the Corporation's Counsel in connection with one or more due diligence sessions to be held prior to the Time of Closing; and

(p) the Underwriters not having exercised any rights of termination set out in Article 8.

ARTICLE 6- CLOSING

6.1 The Closing will be held electronically at the offices of the Corporation's Counsel in the City of Vancouver, British Columbia at the Time of Closing or such other place, date or time as the Underwriters may determine; provided that if the Corporation has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Time of Closing or such other date and time as may be mutually agreed to, the respective obligations of the parties will terminate without further liability or


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obligation except for payment of expenses in accordance with Article 11, indemnity in accordance with Article 9, and contribution in accordance with Article 10.

6.2 At the Time of Closing, the Corporation will deliver to the Underwriters:

(a) certificates representing the Offered Securities (or, if so requested by the Underwriters, electronic deposit of the Offered Securities in the manner so requested), duly registered as the Underwriters may direct; and

(b) the requisite legal opinions and certificates as contemplated in Section 5.1,

against payment of the purchase price for the Offered Securities being purchased through an Underwriter by wire transfer or by certified cheque or bank draft and other documentation required to be provided by or on behalf of the Underwriters pursuant to this Agreement or as may be required by Securities Laws or the rules of the Exchange.

6.3 The Corporation will, at the Time of Closing, and upon such payment of the purchase price for the Offered Units, pay the Underwriting Fee and issue the Broker Warrants. At the Time of Closing the Corporation will reimburse the Underwriters for all of their reasonable estimated expenses incurred up to the Closing Date, including the reasonable fees and disbursements of the Underwriters' Counsel (up to the maximum set out in Section 11.1), subject to any adjustment when such actual expenses are finally determined, in accordance with Article 11 hereof.

6.4 It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of the terms and conditions of this Agreement on behalf of the Underwriters without prejudice to their rights in respect of any such terms and conditions or any other subsequent breach or non-compliance; provided that to be binding on the Underwriters, any such waiver or extension must be in writing.

ARTICLE 7– COMPENSATION OF THE UNDERWRITERS

7.1 In consideration for the Underwriters' services in arranging for the sale of the Offered Units and performing administrative work in connection with the sales of the Offered Units, the Corporation will pay to the Underwriters at the Time of Closing a cash commission (the "Underwriting Fee") equal to 6.0% of the aggregate gross proceeds of the Offered Units (or any Over-Allotment Shares or Over-Allotment Warrants sold pursuant to exercise of the Over-Allotment Option) sold pursuant to the Offering, provided that the Underwriting Fee will be reduced to 3.0% of the gross proceeds from the sales of Offered Units to purchases included on a list of eligible purchasers known to the Corporation for the Offering, which are allocated as part of the Offering (the "President's List").

7.2 As additional compensation for the services described in Section 7.1, the Corporation will grant to the Underwriters such number of broker warrants (the "Broker Warrants") as is equal to 6.0% of the aggregate number of Offered Units sold pursuant to the Offering. Each Broker Warrant will entitle the holder to acquire one Common Share at an exercise price equal to the Offering Price, exercisable at any time up to 5:00 p.m. (Vancouver time) on the second anniversary of the Closing Date, provided that the number of Broker Warrants granted to the Underwriters shall be reduced to 3.0% in respect of sales of Offered Units to purchasers included on the President's List.


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ARTICLE 8 – TERMINATION OF PURCHASE OBLIGATION

8.1 It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of the terms and conditions of this Agreement without prejudice to their rights in respect of any other of such terms and conditions or any other subsequent breach or non-compliance; provided, however, that to be binding on the Underwriters any such waiver or extension must be in writing and signed by the Underwriters. No act of the Underwriters in offering the Offered Units will constitute a waiver or estoppel against the Underwriters.

8.2 Without limiting any of the foregoing provisions of this Agreement, and in addition to any other remedies which may be available to them, the Underwriters will be entitled, at their option, to terminate and cancel, without any liability, their obligations under this Agreement to purchase the Offered Units, by giving written notice to the Corporation at any time through to the Time of Closing if:

(a) there shall be any Material Change (as defined in the Securities Act (British Columbia)) (actual, anticipated, contemplated, threatened, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Corporation and its subsidiaries taken as a whole, or there should be discovered any previously undisclosed Material Fact (as defined in the Securities Act (British Columbia)) (other than a Material Fact related solely to any of the Underwriters) required to be disclosed in the Prospectus or any amendment thereto, in each case which, in the reasonable opinion of the Underwriters (or any of them), has resulted in purchasers of a material number of the Units exercising their right under applicable law to withdraw from their purchase thereof or rescind from the purchase thereof or sue for damages in respect thereof or which has or could reasonably be expected to have a significant adverse effect on the market price or value of the Common Shares;

(b) any inquiry, action, suit, investigation or other proceeding in relation to the Corporation or any of the directors or senior officers of the Corporation, whether formal or informal (including matters of regulatory transgression or unlawful conduct), is commenced, threatened or publicly announced or any order is made under or pursuant to any statute or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, stock exchange, regulatory authority, agency or instrumentality or there is any enactment or change of law or regulation, or interpretation or administration thereof, (unless solely based on the activities or alleged activities of the Underwriters), which in the reasonable opinion of the Underwriters (or any of them), could operate to prevent or restrict the trading of the Common Shares or which seriously adversely affects, or will, or could seriously adversely affect the market price or value of the Common Shares;

(c) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation after the date hereof, which, in the opinion of the Underwriters, acting reasonably, materially adversely affects or involves or would reasonably be expected to materially adversely affect or involve, the financial markets in Canada or the business, operations or affairs of the Corporation and its subsidiaries, taken as a whole;


  • 38 -

(d) the Corporation is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect and cannot be cured; or

(e) the Underwriters shall become aware, as a result of their due diligence review or otherwise, of any adverse Material Change (as defined in the Securities Act (British Columbia) with respect to the Corporation (in the sole opinion of the Underwriters, or any one of them, acting reasonably) which had not been publicly disclosed or disclosed to the Underwriters prior to the date hereof and which would have a Material Adverse Effect on the market price or value of the Common Shares.

8.3 The Underwriters will give prompt notice to the Corporation (in writing or by other means) of the occurrence of any of the events referred to in Section 8.2, provided that neither the giving nor the failure to give such notice will in any way affect the Underwriters' entitlement to exercise this right at any time through to the Time of Closing.

8.4 The Underwriters' rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement.

8.5 If the obligations of the Underwriters are terminated under this Agreement pursuant to the termination rights provided for in Section 8.2, the Corporation's liabilities to the Underwriters will be limited to the Corporation's obligations under the indemnity, contribution and expense provisions of Articles 9, 10 and 11, respectively, of this Agreement.

ARTICLE 9- INDEMNITY

9.1 The Corporation agrees to indemnify and hold harmless the Underwriters and/or any of their respective affiliates and each of the directors, officers, employees and Underwriters of the Underwriters and/or the affiliates (collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), to the full extent lawful, from and against any and all expenses, losses (other than loss of profits), claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party), to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions relate to, are caused by, result from, arise out of or are based upon, directly or indirectly:

(a) any material breach of or default under any representation, warranty, covenant or agreement of the Corporation under this Agreement or any other document to be delivered in connection with the Offering, or the failure of the Corporation to comply with any of its obligations under this Agreement or under those other documents;

(b) the Corporation not complying with any requirement of any Securities Laws relating to the Offering;


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(c) any information or statement contained in any of the Offering Documents or any other document or material filed or delivered by or on behalf of the Corporation in connection with the Offering (except any information or statement relating solely to the Underwriters and furnished by the Underwriters specifically for use in such documents) being or being alleged to be an untrue statement or misrepresentation;

(d) any omission to state in any Offering Document (except facts relating solely to the Underwriters and provided by the Underwriters), required to be stated in such Offering Document or necessary to make any statement in such Offering Document not misleading in light of the circumstances under which it was made; or

(e) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority, stock exchange or any other governmental authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation contained in any of the Offering Documents or in any certificate or other document of the Corporation filed or delivered in connection with the Offering or based on any failure to comply with the Securities Laws (except an untrue statement, omission or misrepresentation relating solely to the Underwriters and furnished by them specifically for use in such documents) preventing or restricting the trading in or the sole or distribution of the Offered Units, Unit Shares and Warrants.

(f) Notwithstanding the foregoing, the indemnity contained in this Article 9 will not apply to an Indemnified Party to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable shall determine that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Party may be subject were caused by the breach of this Agreement, fraud, gross negligence or willful misconduct of such Indemnified Party.

9.2 The Corporation also agrees that no Indemnified Party will have any liability (either direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting claims on the Corporation's behalf or in right for or in connection with the Offering, except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities incurred by the Corporation are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have resulted from the breach of this Agreement, fraud, gross negligence or willful misconduct of such Indemnified Party.

9.3 If for any reason (other than a determination by a court of competent jurisdiction in a final judgement that has become non-appealable that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Party may be subject were caused by the breach of this Agreement, fraud, gross negligence or willful misconduct of such Indemnified Party), the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold any Indemnified Party harmless, then subject to Article 10, the Corporation shall contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Indemnified Party on the other hand but also the relative fault of the Corporation or any Indemnified Party, as well as any relevant equitable considerations; provided that the Corporation shall, in any event, contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, damage or


  • 40 -

liability in excess of such amount over the aggregate amount of the fees received by the Underwriters hereunder pursuant to this Agreement.

9.4 The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or any Indemnified Party by any governmental authority or stock exchange or if such authority or exchange shall investigate the Corporation and/or any Indemnified Party and such Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Agreement, such Indemnified Party shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by their, or any of their affiliates, directors, officers or employees (collectively, "Personnel") in connection therewith based on the Underwriters' then current schedule or per diem fees for their Personnel) and out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Corporation as they occur; provided that the Corporation will not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

9.5 Promptly after receipt of notice of the commencement of any legal proceeding against any Indemnified Party or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation pursuant to the indemnity contained in this Article 9, such Indemnified Party will notify the Corporation in writing of the particulars thereof and will discuss all significant actions proposed. The omission so to notify the Corporation shall not relieve the Corporation of any liability which the Corporation has to any Indemnified Party, except only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such action, suit, proceeding, investigation or claim or results in any material increase in the liability which the Corporation would otherwise have under the indemnity contained in this Article 9 had an Indemnified Party not so delayed in or failed to give the notice required hereunder.

9.6 The Corporation shall have 30 days after receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Corporation notifying an Indemnified Party in writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with such defence. If such defence is assumed by the Corporation, the Corporation throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

9.7 Notwithstanding the foregoing, any Indemnified Party shall have the right, at the Corporation's expense, to employ counsel of such Indemnified Party's choice, in respect of the defence of any action, suit, proceeding, claim or investigation if:

(a) the employment of such counsel has been authorized by the Corporation;


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(b) the Corporation has not assumed the defence and employed counsel therefor within 30 days after receiving notice of sch action, suit, proceeding, claim or investigation; or

(c) counsel retained by the Corporation or the Indemnified Party has advised the Indemnified Party in writing that representation of both parties by the same counsel would be inappropriate because there is a conflict of interest between the Corporation and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth in this Article 9 (in either of which events the Corporation shall not have the right to assume or direct the defence on the Indemnified Party's behalf).

9.8 No admission of liability and no settlement of any action, suit, proceeding, claim or investigation will be made without the consent of the Indemnified Parties affected (such consent not to be unreasonably withheld or delayed). No admission of liability will be made and the Corporation will not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent (such consent not to be unreasonably withheld or delayed).

9.9 The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Underwriters and shall be binding upon and ensure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation, the Underwriters and any of the Personnel of the Underwriters. The foregoing provisions shall survive the completion of professional services rendered under this Agreement and the termination of this Agreement.

ARTICLE 10- CONTRIBUTION

10.1 In the event that the indemnity provided for in Article 9 is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or for any other reason (other than the occurrence of any of the events itemized in Section 9.1(f)), the Underwriters and the Corporation will contribute to the aggregate of all losses, claims, costs, damages, expenses or liabilities of the nature provided for in Article 9 such that the Underwriters will be responsible for that portion represented by the percentage equal to the Underwriting Fee actually received by the Underwriters, and the Corporation will be responsible for the balance; provided that, in no event, will an Underwriter be responsible for any amount in excess of the portion of the Underwriting Fee actually received by such Underwriter. In the event that the Corporation may be held to be entitled to contribution from the Underwriters under the provisions of any statute or law, the Corporation will be limited to contribution from the Underwriters in an amount not exceeding the lesser of: (a) the portion of the full amount of losses, claims, costs, damages, expenses or liabilities giving rise to such contribution for which the Underwriters are responsible; and (b) the amount of the Underwriting Fee actually received by the subject Underwriter. Notwithstanding the foregoing, a person guilty of gross negligence, dishonesty, bad faith, fraud, fraudulent misrepresentation or wilful misconduct will not be entitled to contribution from any other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any Claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party will not relieve the party from whom contribution may be


  • 42 -

sought from any obligation it may have otherwise under this section, except to the extent that the party from whom contribution may be sought is prejudiced by such omission. The right to contribution provided herein will be in addition and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise by law.

ARTICLE 11- EXPENSES

11.1 Whether or not the Offering is completed, the Corporation will be responsible for all expenses incurred from time to time in connection with the Offering including the Underwriters' reasonable out-of-pocket expenses, all reasonable fees and disbursements of legal counsel to the Underwriters (up to the maximum amount set forth in the Offer Letter, exclusive of taxes and disbursements). The Corporation will also be responsible for any eligible HST on the foregoing amounts. All costs and expenses incurred by the Underwriters or on their behalf shall be payable by the Corporation immediately upon receiving an invoice therefor from RJL and shall be payable whether or not the Offering is completed. In the case of completion of the Offering, such costs and expenses may be deducted from the gross proceeds otherwise payable to the Corporation at the Time of Closing.

ARTICLE 12- SURVIVAL OF WARRANTIES AND REPRESENTATIONS

12.1 All warranties and representations of the Underwriters herein contained will survive the purchase by the Underwriters of the Offered Units and will continue in full force and effect for the benefit of the Corporation until the Survival Limitation Date. All warranties and representations of the Corporation herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement will survive the purchase by the Underwriters of the Offered Units and will continue in full force and effect (with respect to representations and warranties, as to their truth and accuracy as at the Time of Closing) for the benefit of the Underwriters until the Survival Limitation Date.

ARTICLE 13- UNDERWRITERS' OBLIGATIONS

13.1 The obligation of the Underwriters to purchase the Offered Units in connection with the Offering at the Time of Closing on the Closing Date shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time:

Raymond James Ltd. 70%
Red Cloud Securities Inc. 10%
Research Capital Corporation 10%
Ventum Financial Corp. 10%
Total 100%

13.2 If any of the Underwriters shall not complete the purchase and sale of its applicable percentage of the aggregate amount of the Offered Units at the Time of Closing for any reason whatsoever, including by reason of Article 8, the other Underwriters shall have the right, but shall not be obligated, to purchase the Offered Units which would otherwise have been purchased by the Underwriter which fails to purchase. If, with respect to the Offered Units, the non-defaulting Underwriters elect not to exercise such rights to assume the entire obligations of the defaulting Underwriter, then the Corporation shall have the right


  • 43 -

to either (i) proceed with the sale of the Offered Units (less the defaulted Offered Units) to the non-defaulting Underwriters; or (ii) terminate its obligations hereunder without liability except pursuant to the provisions of Articles 9 and 11 in respect of the non-defaulting Underwriters. Additionally, nothing in this Article 13 shall oblige the Corporation to sell to the Underwriters less than all of the Offered Units or shall relieve an Underwriter in default hereunder from liability to the Corporation.

ARTICLE 14- ADVERTISEMENTS AND PRESS RELEASES

14.1 The Corporation and the Underwriters each agree the Corporation will provide to the Underwriters, in advance any press release concerning the Offering and the Corporation will give effect to any changes reasonably and timely requested by the Underwriters. The Corporation will also ensure that any press release concerning the Offering complies with Securities Law. At the request of the Underwriters, and to the extent permitted by Law, the Corporation will ensure RJL is disclosed as the lead underwriter for the Offering in any press release relating to the Offering.

14.2 At the completion of the Offering, and to the extent permitted by Law, the Underwriters may, at their sole expense and upon consultation with the Corporation, place advertisements or announcements in any newspapers, periodicals or other publications, or otherwise disclose to third parties, that they acted as underwriters in connection with the Offering (and as to each Underwriter's role).

ARTICLE 15- CONFLICT OF INTEREST

15.1 The Corporation: (i) acknowledges and agrees that the Underwriters have certain statutory obligations as registrants under the Securities Laws and have fiduciary relationships with their clients; and (ii) consents to the Underwriters acting hereunder while continuing to act for their respective clients. To the extent that any Underwriter's statutory obligations as registrant under the Securities Laws or fiduciary relationships with its clients conflict with their obligations hereunder, such Underwriter will be entitled to fulfil its statutory obligations as registrant under the Securities Laws and its fiduciary duties to its clients. Nothing in this Agreement will be interpreted to prevent the Underwriters from fulfilling their statutory obligations as registrant under the Securities Laws or to satisfy their fiduciary duties to their clients.

ARTICLE 16- AUTHORITY OF RJL

16.1 All actions which must be taken or may be taken by the Underwriters in connection with this Agreement may be taken by RJL on behalf of the other Underwriters and this is an irrevocable authority for the Corporation accepting notification of any such actions provided that, as between the Underwriters, RJL agrees to consult with the other Underwriters with respect to such actions.

ARTICLE 17- GENERAL CONTRACT PROVISIONS

17.1 Except as expressly provided for in this Agreement, the covenants and agreements of the Corporation contained herein which by their nature are required to be completed after the Time of Closing will survive the purchase by the Underwriters of the Offered Units and will continue in full force and effect, regardless of the closing of the sale of the Offered Units and regardless of any investigation which may be carried on by the Underwriters, or on


  • 44 -

their behalf. Without limitation of the foregoing, the provisions contained in this Agreement in any way related to the indemnification or the contribution obligations will survive and continue in full force and effect, indefinitely, subject only to the limitation requirements of applicable Law.

17.2 Any notice or other communication to be given hereunder will be in writing and will be given by delivery or by electronic transmission, as follows:

(a) to the Corporation at:

Blackrock Silver Corp.
Suite 1570, 200 Burrard Street
Vancouver, BC V6C 3L6

Attention: Andrew Pollard, President and Chief Executive Officer
Email.: [email redacted]

with a copy (which will not constitute notice) to:

Koffman Kalef LLP
885 West Georgia Street – 19th Floor
Vancouver, BC V6C 3H4

Attention: Bernard Poznanski
Email: [email protected]

(b) to the Underwriters:

Raymond James Ltd.
40 King Street West, Suite 5400
Toronto, ON M5H 3Y2

Attention: Rajiv Chail
Email: [email redacted]

Red Cloud Securities Inc.
120 Adelaide St. West, Suite 1400
Toronto, ON M5H 1T1

Attention: Bruce Tatters
Email: [email redacted]

Research Capital Corporation
199 Bay Street, Suite 4500
Commerce Court West
Toronto, ON M5C 1G2

Attention: David Greifenberger
Email: [email redacted]


  • 45 -

Ventum Financial Corp.
2500-733 Seymour Street
Vancouver, BC V6B 0S6

Attention: Tim Graham
Email: [email redacted]

with a copy (which will not constitute notice) to:

Mintz LLP
200 Bay St, South Tower, Suite 2800
Toronto, Ontario M5J 2J3

Attention: Eric Foster
Email: [email redacted]

and if so given, any such notice, direction or other instrument, if delivered personally, will be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument will be deemed to have been given and received on the first Business Day next following such day, and if transmitted by email, will be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted after the end of normal business hours then the notice, direction or other instrument will be deemed to have been given and received on the first Business Day next following the day of such transmission. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address.

17.3 This Agreement and the other documents herein referred to constitute the entire agreement between the Underwriters and the Corporation relating to the subject matter hereof and supersedes all prior agreements between the Underwriters and the Corporation with respect to their respective rights and obligations in respect of the Offering, including the Offer Letter, in its entirety.

17.4 Time will be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision.

17.5 The parties hereto covenant and agree to sign such other documents, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every provision of it.

17.6 No party to this Agreement may assign this Agreement, any part hereof or its rights hereunder without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

17.7 In the event that any provision or part of this Agreement will be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. If, in any judicial proceeding, any provision of this Agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable.


  • 46 -

17.8 The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

17.9 This Agreement may be executed by any one or more of the parties in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The transmission by facsimile or pdf of a copy of the execution page hereof reflecting the execution of this Agreement by any party hereto shall be effective to evidence that party's intention to be bound by this Agreement and that party's agreement to the terms, provisions and conditions hereof, all without the necessity of having to produce an original copy of such execution page.

[Execution Page Follows]


IN WITNESS WHEREOF the parties have executed this Agreement.

BLACKROCK SILVER CORP.

Per: “Andrew Pollard”
Name: Andrew Pollard
Title: President and Chief Executive Officer


  • 2 -

RAYMOND JAMES LTD.

Per: "Rajiv Chail"
Name: Rajiv Chail
Title: Director

RED CLOUD SECURITIES INC.

Per: "Bruce Tatters"
Name: Bruce Tatters
Title: Chief Executive Officer

RESEARCH CAPITAL CORPORATION

Per: "David Greifenberger"
Name: David Greifenberger
Title: Managing Director

VENTUM FINANCIAL CORP.

Per: "Tim Graham"
Name: Tim Graham
Title: Managing Director & Head of Investment Banking


SCHEDULE "A"

DETAILS OF MINING CLAIMS

See attached.


Schedule "A"

Tonopah West Patented Claims

Location (area) # Code Name Owner/Period Type Status Average County, State Project Pat. No. (at) Report Limited URBAN AROMA URBAN Long-Ring Start Date (at) End Date (at) JAN 2017 JAN 2018 REV
Tonopah West Project - Nevada (after) - Esmeralda and New Countries, Nevada
01 000-003-01 000-003-02 Back Run Blackout field trips Federal Patented Claim Sarban 67,185 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
02 000-003-03 000-003-04 Back Run Extension Blackout field trips Federal Patented Claim Sarban San Biolo Run Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
03 000-003-04 000-003-05 Back Blackout field trips Federal Patented Claim Sarban San Biolo Run Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
04 000-003-05 000-003-06 Back Run Blackout field trips Federal Patented Claim Sarban San Biolo Run Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
05 000-003-06 000-003-07 Seasons After Fraction Blackout field trips Federal Patented Claim Sarban San Biolo Run Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
06 000-006-28 000-006-29 Cofecate
07 001-138-31 001-138-32 Laundry Blackout field trips Federal Patented Claim Sarban 14,1 NTC, R4-214C Tonopah West PAL Tox Branch N/A Patented N/A Patented
08 000-006-28 000-006-29 Dragon Mice
09 001-138-36 001-138-36 Dragon Mice Blackout field trips Federal Patented Claim Sarban 17,79 NTC, R5-212G1 Tonopah West PAL Tox Branch N/A Patented N/A Patented
01 001-138-36 001-138-36 Warrants Blackout field trips Federal Patented Claim Sarban 14,329 NTC, R5 Tonopah West PAL Tox Branch N/A Patented N/A Patented
01 000-006-28 000-006-29 W-1/2 Lathouse
02 000-138-36 000-138-36 W-1/2 Lathouse Blackout field trips Federal Patented Claim Sarban 18,91 NTC, R5-913C Tonopah West PAL Tox Branch N/A Patented N/A Patented
03 000-138-36 000-138-36 W-1/2 Racelite Blackout field trips Federal Patented Claim Sarban 14,329 NTC, R5 Tonopah West PAL Tox Branch N/A Patented N/A Patented
04 001-142-17 001-142-18 Blackout and Lathouse Blackout field trips Federal Patented Claim Sarban 17,79 NTC, R5 Tonopah West PAL Tox Branch N/A Patented N/A Patented
05 001-142-18 001-142-18 Blackout and Lathouse Blackout field trips Federal Patented Claim Sarban 18,91 NTC, R5 Tonopah West PAL Tox Branch N/A Patented N/A Patented
06 000-006-28 000-006-29 Moversight Fraction Blackout field trips Federal Patented Claim Sarban 18,91 Esmeralda, NV (ATL) Tonopah West PAL Tox Branch N/A Patented N/A Patented
07 000-006-29 000-006-29 Moversight and Lathouse Blackout field trips Federal Patented Claim Sarban 18,91 Esmeralda, NV (ATL) Tonopah West PAL Tox Branch N/A Patented N/A Patented
08 000-006-29 000-006-29 Moversight and Lathouse Blackout field trips Federal Patented Claim Sarban 18,91 Esmeralda, NV (ATL) Tonopah West PAL Tox Branch N/A Patented N/A Patented
09 000-006-29 000-006-29 Moversight and Lathouse Blackout field trips Federal Patented Claim Sarban 18,91 Esmeralda, NV (ATL) Tonopah West PAL Tox Branch N/A Patented N/A Patented
10 000-006-29 000-006-29 Moversight and Lathouse Blackout field trips Federal Patented Claim Sarban 18,91 Esmeralda, NV (ATL) Tonopah West PAL Tox Branch N/A Patented N/A Patented
11 000-006-29 000-006-29 Moversight and Lathouse Blackout field trips Federal Patented Claim Sarban 18,91 Esmeralda, NV (ATL) Tonopah West PAL Tox Branch N/A Patented N/A Patented
12 000-006-29 000-006-29 Moversight and Lathouse Blackout field trips Federal Patented Claim Sarban 18,91 Esmeralda, NV (ATL) Tonopah West PAL Tox Branch N/A Patented N/A Patented

Tonopah West Project - CA (add-on 100' DC - Esmeralda and New Counties, Nevada)

01 000-001-072 168-2285 Short Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
02 000-001-072 168-2285 Tranter Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
03 000-001-072 168-2285 Tranter Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
04 000-001-072 168-2285 Tranter Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
05 000-001-072 168-2285 Tranter Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
06 000-001-072 168-2285 Tranter Lake (on 1/3 of) Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV (1/3) Tonopah West PAL Tox Branch N/A Patented N/A Patented
07 000-001-072 168-2285 C. B. M.G. Lake (on 1/3 of) Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV (1/3) Tonopah West PAL Tox Branch N/A Patented N/A Patented
08 000-001-072 168-2285 Red Rock Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
09 000-001-072 168-2285 Red Rock No. 1 Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
10 000-001-072 168-2285 Red Rock No. 1 Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
11 000-001-072 168-2285 C. C. E. Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
12 000-001-072 168-2285 Red Rock No. 1 Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented
13 000-001-072 168-2285 Red Rock No. 1 Lake Blackout field trips Federal Patented claim Sarban 18,91 Esmeralda, NV Tonopah West PAL Tox Branch N/A Patented N/A Patented

1 Patented claims: 119 total claims


Tonopah West Unpatented Claims

Serial Number Lead File Number Claim Name Owner County Case Disposition Claim Type Date Of Location
NMC1116089 NMC1116089 WT 1 BLACKROCK GOLD CORP Esmeralda Active Lode 09/30/15
NMC1116090 NMC1116089 WT 2 BLACKROCK GOLD CORP Esmeralda Active Lode 09/30/15
NMC1116091 NMC1116089 WT 3 BLACKROCK GOLD CORP Esmeralda Active Lode 09/30/15
NMC1116092 NMC1116089 WT 4 BLACKROCK GOLD CORP Esmeralda Active Lode 09/30/15
NMC1116093 NMC1116089 WT 5 BLACKROCK GOLD CORP Esmeralda Active Lode 10/03/15
NMC1116094 NMC1116089 WT 6 BLACKROCK GOLD CORP Esmeralda Active Lode 10/03/15
NMC1116095 NMC1116089 WT 7 BLACKROCK GOLD CORP Esmeralda Active Lode 10/03/15
NMC1116096 NMC1116089 WT 8 BLACKROCK GOLD CORP Esmeralda Active Lode 10/03/15
NMC1148056 NMC1148056 Triangle Fraction BLACKROCK GOLD CORP Esmeralda Active Lode 06/22/17
NMC1148057 NMC1148056 Triangle Fraction 2 BLACKROCK GOLD CORP Nye/Esmeralda Active Lode 06/22/17
NMC1148058 NMC1148056 Surprise 1 BLACKROCK GOLD CORP Nye Active Lode 06/22/17
NMC1148059 NMC1148056 Surprise 2 BLACKROCK GOLD CORP Nye Active Lode 06/22/17
NMC1148060 NMC1148056 Keystone Fraction BLACKROCK GOLD CORP Nye Active Lode 06/22/17
NMC1148061 NMC1148056 M.R.W. BLACKROCK GOLD CORP Esmeralda Active Lode 06/22/17
NMC1148062 NMC1148056 Accidental Fraction BLACKROCK GOLD CORP Esmeralda Active Lode 06/22/17
NMC1148063 NMC1148056 Panther Fraction BLACKROCK GOLD CORP Esmeralda Active Lode 06/23/17
NMC1148064 NMC1148056 Arizona Fraction BLACKROCK GOLD CORP Esmeralda Active Lode 07/07/17
NMC1174886 NMC1174886 Flag BLACKROCK GOLD CORP Esmeralda Active Lode 03/13/18
NMC1174887 NMC1174886 Wedge BLACKROCK GOLD CORP Esmeralda Active Lode 03/13/18
NV105263919 NV105263732 TN 191 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263920 NV105263732 TN 192 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263921 NV105263732 TN 193 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263922 NV105263732 TN 194 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263923 NV105263732 TN 195 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263924 NV105263732 TN 196 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263925 NV105263732 TN 197 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263926 NV105263732 TN 198 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263927 NV105263732 TN 199 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263928 NV105263732 TN 200 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263929 NV105263732 TN 201 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/21
NV105263930 NV105263732 TN 202 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263931 NV105263732 TN 203 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/21
NV105263932 NV105263732 TN 204 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/21
NV105263933 NV105263732 TN 205 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/21
NV105263934 NV105263732 TN 206 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/21
NV105263935 NV105263732 TN 207 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21
NV105263936 NV105263732 TN 208 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/21
NV105263937 NV105263732 TN 209 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21
NV105263938 NV105263732 TN 210 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/21
NV105263939 NV105263732 TN 211 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21
NV105263940 NV105263732 TN 212 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/21
NV105263941 NV105263732 TN 213 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21
NV105263942 NV105263732 TN 214 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21

NV105263943 NV105263732 TN 215 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21
NV105263944 NV105263732 TN 216 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21
NV105263945 NV105263732 TN 217 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21
NV105263946 NV105263732 TN 218 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/21
NV105263947 NV105263732 TN 219 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263948 NV105263732 TN 220 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263949 NV105263732 TN 221 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263950 NV105263732 TN 222 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263951 NV105263732 TN 223 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263952 NV105263732 TN 224 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263953 NV105263732 TN 225 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263954 NV105263732 TN 226 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263955 NV105263732 TN 227 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263956 NV105263732 TN 228 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263957 NV105263732 TN 229 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263958 NV105263732 TN 230 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263959 NV105263732 TN 231 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263960 NV105263732 TN 232 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263961 NV105263732 TN 233 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263962 NV105263732 TN 234 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263963 NV105263732 TN 235 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263964 NV105263732 TN 236 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263965 NV105263732 TN 237 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263966 NV105263732 TN 238 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263967 NV105263732 TN 239 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263968 NV105263732 TN 240 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263969 NV105263732 TN 241 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263970 NV105263732 TN 242 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263971 NV105263732 TN 243 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263972 NV105263732 TN 244 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263973 NV105263732 TN 245 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263974 NV105263732 TN 246 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263975 NV105263732 TN 247 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/25/21
NV105263976 NV105263732 TN 248 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263977 NV105263732 TN 249 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/25/21
NV105263978 NV105263732 TN 250 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/25/21
NV105263979 NV105263732 TN 251 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/25/21
NV105263980 NV105263732 TN 252 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/25/21
NV105263981 NV105263732 TN 253 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/21
NV105263982 NV105263732 TN 254 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/25/21

Tonopah North Unpatented Claims

Serial Number Lead File Number Claim Name Owner County Case Disposition Claim Type Date Of Location
NV105263732 NV105263732 TN 4 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263733 NV105263732 TN 5 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263734 NV105263732 TN 6 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263735 NV105263732 TN 7 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263736 NV105263732 TN 8 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263737 NV105263732 TN 9 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263738 NV105263732 TN 10 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263739 NV105263732 TN 11 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263740 NV105263732 TN 12 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263741 NV105263732 TN 13 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263742 NV105263732 TN 14 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263743 NV105263732 TN 15 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263744 NV105263732 TN 16 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263745 NV105263732 TN 17 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263746 NV105263732 TN 18 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263747 NV105263732 TN 19 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263748 NV105263732 TN 20 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263749 NV105263732 TN 21 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263750 NV105263732 TN 22 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263751 NV105263732 TN 23 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263752 NV105263732 TN 24 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263753 NV105263732 TN 25 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263754 NV105263732 TN 26 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263755 NV105263732 TN 27 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263756 NV105263732 TN 28 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263757 NV105263732 TN 29 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263758 NV105263732 TN 30 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263759 NV105263732 TN 31 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263760 NV105263732 TN 32 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263761 NV105263732 TN 33 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263762 NV105263732 TN 34 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263763 NV105263732 TN 35 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263764 NV105263732 TN 36 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263765 NV105263732 TN 37 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263766 NV105263732 TN 38 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263767 NV105263732 TN 39 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263768 NV105263732 TN 40 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263769 NV105263732 TN 41 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263770 NV105263732 TN 42 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263771 NV105263732 TN 43 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263772 NV105263732 TN 44 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263773 NV105263732 TN 45 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263774 NV105263732 TN 46 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263775 NV105263732 TN 47 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263776 NV105263732 TN 48 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263777 NV105263732 TN 49 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263778 NV105263732 TN 50 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263779 NV105263732 TN 51 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263780 NV105263732 TN 52 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263781 NV105263732 TN 53 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263782 NV105263732 TN 54 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/25/2021
NV105263783 NV105263732 TN 55 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263784 NV105263732 TN 56 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263785 NV105263732 TN 57 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263786 NV105263732 TN 58 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021

NV105263787 NV105263732 TN 59 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263788 NV105263732 TN 60 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263789 NV105263732 TN 61 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263790 NV105263732 TN 62 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263791 NV105263732 TN 63 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263792 NV105263732 TN 64 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263793 NV105263732 TN 65 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263794 NV105263732 TN 66 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263795 NV105263732 TN 67 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263796 NV105263732 TN 68 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263797 NV105263732 TN 69 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263798 NV105263732 TN 70 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263799 NV105263732 TN 71 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263800 NV105263732 TN 72 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263801 NV105263732 TN 73 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263802 NV105263732 TN 74 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263803 NV105263732 TN 75 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263804 NV105263732 TN 76 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263805 NV105263732 TN 77 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263806 NV105263732 TN 78 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263807 NV105263732 TN 79 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263808 NV105263732 TN 80 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263809 NV105263732 TN 81 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263810 NV105263732 TN 82 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263811 NV105263732 TN 83 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263812 NV105263732 TN 84 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263813 NV105263732 TN 85 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263814 NV105263732 TN 86 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263815 NV105263732 TN 87 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263816 NV105263732 TN 88 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263817 NV105263732 TN 89 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263818 NV105263732 TN 90 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263819 NV105263732 TN 91 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263820 NV105263732 TN 92 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263821 NV105263732 TN 93 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263822 NV105263732 TN 94 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263823 NV105263732 TN 95 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263824 NV105263732 TN 96 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263825 NV105263732 TN 97 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263826 NV105263732 TN 98 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263827 NV105263732 TN 99 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263828 NV105263732 TN 100 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263829 NV105263732 TN 101 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263830 NV105263732 TN 102 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263831 NV105263732 TN 103 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263832 NV105263732 TN 104 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263833 NV105263732 TN 105 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263834 NV105263732 TN 106 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263835 NV105263732 TN 107 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263836 NV105263732 TN 108 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263837 NV105263732 TN 109 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263838 NV105263732 TN 110 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263839 NV105263732 TN 111 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263840 NV105263732 TN 112 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263841 NV105263732 TN 113 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263842 NV105263732 TN 114 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263843 NV105263732 TN 115 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021

NV105263844 NV105263732 TN 116 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263845 NV105263732 TN 117 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263846 NV105263732 TN 118 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263847 NV105263732 TN 119 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263848 NV105263732 TN 120 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263849 NV105263732 TN 121 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263850 NV105263732 TN 122 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263851 NV105263732 TN 123 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263852 NV105263732 TN 124 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263853 NV105263732 TN 125 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263854 NV105263732 TN 126 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263855 NV105263732 TN 127 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263856 NV105263732 TN 128 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263857 NV105263732 TN 129 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263858 NV105263732 TN 130 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263859 NV105263732 TN 131 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263860 NV105263732 TN 132 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263861 NV105263732 TN 133 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263862 NV105263732 TN 134 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263863 NV105263732 TN 135 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263864 NV105263732 TN 136 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263865 NV105263732 TN 137 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263866 NV105263732 TN 138 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263867 NV105263732 TN 139 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263868 NV105263732 TN 140 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263869 NV105263732 TN 141 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263870 NV105263732 TN 142 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263871 NV105263732 TN 143 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263872 NV105263732 TN 144 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263873 NV105263732 TN 145 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263874 NV105263732 TN 146 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263875 NV105263732 TN 147 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263876 NV105263732 TN 148 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263877 NV105263732 TN 149 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263878 NV105263732 TN 150 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263879 NV105263732 TN 151 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263880 NV105263732 TN 152 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263881 NV105263732 TN 153 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263882 NV105263732 TN 154 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263883 NV105263732 TN 155 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263884 NV105263732 TN 156 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263885 NV105263732 TN 157 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263886 NV105263732 TN 158 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263887 NV105263732 TN 159 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263888 NV105263732 TN 160 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263889 NV105263732 TN 161 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263890 NV105263732 TN 162 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263891 NV105263732 TN 163 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/2021
NV105263892 NV105263732 TN 164 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/2021
NV105263893 NV105263732 TN 165 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/2021
NV105263894 NV105263732 TN 166 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/2021
NV105263895 NV105263732 TN 167 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/2021
NV105263896 NV105263732 TN 168 BLACKROCK GOLD CORP ESMERALDA FILED LODE CLAIM 06/24/2021
NV105263897 NV105263732 TN 169 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/2021
NV105263898 NV105263732 TN 170 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/2021
NV105263899 NV105263732 TN 171 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021

NV105263900 NV105263732 TN 172 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/2021
NV105263901 NV105263732 TN 173 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263902 NV105263732 TN 174 BLACKROCK GOLD CORP ESMERALDA/NYE FILED LODE CLAIM 06/24/2021
NV105263903 NV105263732 TN 175 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263904 NV105263732 TN 176 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263905 NV105263732 TN 177 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263906 NV105263732 TN 178 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263907 NV105263732 TN 179 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263908 NV105263732 TN 180 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263909 NV105263732 TN 181 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263910 NV105263732 TN 182 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263911 NV105263732 TN 183 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263912 NV105263732 TN 184 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263913 NV105263732 TN 185 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263914 NV105263732 TN 186 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263915 NV105263732 TN 187 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263916 NV105263732 TN 188 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263917 NV105263732 TN 189 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263918 NV105263732 TN 190 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/24/2021
NV105263983 NV105263732 TN 255 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263984 NV105263732 TN 256 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263985 NV105263732 TN 257 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263986 NV105263732 TN 258 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263987 NV105263732 TN 259 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263988 NV105263732 TN 260 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263989 NV105263732 TN 261 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263990 NV105263732 TN 262 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105263991 NV105263732 TN 263 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 06/26/2021
NV105838365 NV105838365 TN 301 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838366 NV105838365 TN 302 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838367 NV105838365 TN 303 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838368 NV105838365 TN 304 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838369 NV105838365 TN 305 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838370 NV105838365 TN 306 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838371 NV105838365 TN 307 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838372 NV105838365 TN 308 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838373 NV105838365 TN 309 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838374 NV105838365 TN 310 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838375 NV105838365 TN 311 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838376 NV105838365 TN 312 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838377 NV105838365 TN 313 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838378 NV105838365 TN 314 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838379 NV105838365 TN 315 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838380 NV105838365 TN 316 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838381 NV105838365 TN 317 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838382 NV105838365 TN 318 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838383 NV105838365 TN 319 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838384 NV105838365 TN 320 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838385 NV105838365 TN 321 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838386 NV105838365 TN 322 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838387 NV105838365 TN 323 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838388 NV105838365 TN 324 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838389 NV105838365 TN 325 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838390 NV105838365 TN 326 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838391 NV105838365 TN 327 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838392 NV105838365 TN 328 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023

NV105838393 NV105838365 TN 329 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838394 NV105838365 TN 330 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838395 NV105838365 TN 331 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838396 NV105838365 TN 332 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838397 NV105838365 TN 333 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838398 NV105838365 TN 334 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838399 NV105838365 TN 335 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838400 NV105838365 TN 336 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV105838401 NV105838365 TN 337 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 03/19/2023
NV106306811 NV106306811 TN 338 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306812 NV106306811 TN 339 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306813 NV106306811 TN 340 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306814 NV106306811 TN 341 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306815 NV106306811 TN 342 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306816 NV106306811 TN 343 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306817 NV106306811 TN 344 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306818 NV106306811 TN 345 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306819 NV106306811 TN 346 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306820 NV106306811 TN 347 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306821 NV106306811 TN 348 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306822 NV106306811 TN 349 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306823 NV106306811 TN 350 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306824 NV106306811 TN 351 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306825 NV106306811 TN 352 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306826 NV106306811 TN 353 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306827 NV106306811 TN 354 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306828 NV106306811 TN 355 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306829 NV106306811 TN 356 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306830 NV106306811 TN 357 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306831 NV106306811 TN 358 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306832 NV106306811 TN 359 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023
NV106306833 NV106306811 TN 360 BLACKROCK GOLD CORP NYE FILED LODE CLAIM 05/14/2023

Silver Cloud Unpatented Claims

Silver Cloud Project - Claim Exhibit A

Lead Serial Number Serial Number Claim Name Location Date Claimant Name Case Type Disposition Meridian Township Range Section County Last Assmt Year
NMC792858 NMC792858 ISC 101 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792859 ISC 102 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792860 ISC 103 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792861 ISC 104 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792862 ISC 105 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792863 ISC 106 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792864 ISC 107 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792865 ISC 108 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792866 ISC 109 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792867 ISC 110 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792868 ISC 111 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792869 ISC 112 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792870 ISC 113 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792871 ISC 114 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792872 ISC 115 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792873 ISC 116 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC792858 NMC792874 ISC 117 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792875 ISC 118 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792876 ISC 119 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792877 ISC 120 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792878 ISC 121 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792879 ISC 122 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792880 ISC 123 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792881 ISC 124 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792882 ISC 125 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792883 ISC 126 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792884 ISC 127 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792885 ISC 128 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC792858 NMC792886 ISC 129 09/01/1998 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019

Silver Cloud Project - Claim Exhibit A

Lead Serial Number Serial Number Claim Name Location Date Claimant Name Case Type Disposition Meridian Township Range Section County Last Ascent Year
NMC819238 NMC819241 SS 206 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 016 ELKO 2019
NMC819238 NMC819242 SS 207 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 016 ELKO 2019
NMC819238 NMC819243 SS 208 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 016 ELKO 2019
NMC819238 NMC819244 SEXSTONE 86 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819245 SEXSTONE 87 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819246 SEXSTONE 88 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819247 SEXSTONE 89 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819248 SEXSTONE 90 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819249 SEXSTONE 91 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819250 SEXSTONE 92 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819251 SEXSTONE 93 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819252 SEXSTONE 94 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819253 SEXSTONE 95 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819254 SEXSTONE 96 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819255 SEXSTONE 97 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819256 SEXSTONE 98 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819257 SEXSTONE 99 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819258 SEXSTONE 100 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819259 SEXSTONE 101 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819260 SEXSTONE 102 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819261 SEXSTONE 103 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819262 SEXSTONE 104 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819263 SEXSTONE 105 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819264 SEXSTONE 106 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819265 SEXSTONE 107 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819266 SEXSTONE 108 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819267 SEXSTONE 109 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819268 SEXSTONE 110 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819269 SEXSTONE 111 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819270 SEXSTONE 112 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819271 SEXSTONE 113 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819272 SEXSTONE 114 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819273 SEXSTONE 115 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 009 ELKO 2019
NMC819238 NMC819274 SEXSTONE 116 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819275 SEXSTONE 117 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819276 SEXSTONE 118 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819277 SEXSTONE 119 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819278 SEXSTONE 120 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819279 SEXSTONE 121 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819280 SEXSTONE 122 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819281 SEXSTONE 123 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819282 SEXSTONE 124 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819283 SEXSTONE 125 09/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC819238 NMC819284 NIMBUS 10 10/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 024 ELKO 2019
NMC819238 NMC819285 NIMBUS 11 10/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 024 ELKO 2019
NMC819238 NMC819286 NIMBUS 12 10/16/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 024 ELKO 2019
NMC819238 NMC819287 CIRRUS 1 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819288 CIRRUS 2 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819289 CIRRUS 3 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819290 CIRRUS 4 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819291 CIRRUS 5 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819292 CIRRUS 6 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819293 CIRRUS 7 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819294 CIRRUS 8 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819295 CIRRUS 9 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819296 CIRRUS 10 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819297 CIRRUS 11 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819298 CIRRUS 12 10/17/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819299 CIRRUS 13 10/17/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC8192900 CIRRUS 14 10/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819291 CIRRUS 15 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819292 CIRRUS 16 10/17/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819293 CIRRUS 17 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819294 CIRRUS 18 10/01/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819295 CIRRUS 19 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819296 CIRRUS 20 10/01/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819297 CIRRUS 21 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819298 CIRRUS 22 10/01/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC819299 CIRRUS 23 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC819238 NMC8192900 CIRRUS 24 10/01/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC819238 NMC819291 CIRRUS 25 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC819238 NMC819292 CIRRUS 26 10/01/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC819238 NMC819293 CIRRUS 27 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC819238 NMC819294 CIRRUS 28 10/01/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC819238 NMC819295 CIRRUS 29 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC819238 NMC819296 CIRRUS 30 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC819238 NMC819297 CIRRUS 31 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC819238 NMC819298 CIRRUS 32 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019

Silver Cloud Project - Claim Exhibit A

Lead Serial Number Serial Number Claim Name Location Date Claimant Name Case Type Disposition Meridian Township Range Section County Last Assmt Year
NMC820945 NMC821013 CIRRUS 57 10/01/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821014 CIRRUS 58 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821015 CIRRUS 59 10/01/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821016 CIRRUS 60 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821017 CIRRUS 61 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821018 CIRRUS 62 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821019 CIRRUS 63 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821020 CIRRUS 64 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821021 CIRRUS 65 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821022 CIRRUS 66 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821023 CIRRUS 67 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821024 CIRRUS 68 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821025 CIRRUS 69 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821026 CIRRUS 70 10/07/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821027 CIRRUS 71 10/02/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821028 CIRRUS 72 10/07/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821029 CIRRUS 73 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821030 CIRRUS 74 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821031 CIRRUS 75 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821032 CIRRUS 76 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821033 CIRRUS 77 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821034 CIRRUS 78 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821035 CIRRUS 79 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821036 CIRRUS 80 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821037 CIRRUS 81 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821038 CIRRUS 82 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821039 CIRRUS 83 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821040 CIRRUS 84 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 015 ELKO 2019
NMC820945 NMC821041 CIRRUS 85 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821042 CIRRUS 86 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821043 CIRRUS 87 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821044 CIRRUS 88 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821045 CIRRUS 89 10/07/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821046 CIRRUS 90 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821047 CIRRUS 91 10/07/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821048 CIRRUS 92 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821049 CIRRUS 93 10/07/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821050 CIRRUS 94 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821051 CIRRUS 95 10/07/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821052 CIRRUS 96 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 024 ELKO 2019
NMC820945 NMC821053 CIRRUS 97 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821054 CIRRUS 98 10/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821055 CIRRUS 99 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821056 CIRRUS 100 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821057 CIRRUS 101 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821058 CIRRUS 102 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821059 CIRRUS 103A 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821060 CIRRUS 103B 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821061 CIRRUS 104 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821062 CIRRUS 105 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821063 CIRRUS 106 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821064 CIRRUS 107 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821065 CIRRUS 108 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821066 CIRRUS 109 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821067 CIRRUS 110 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821068 CIRRUS 111 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821069 CIRRUS 112 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821070 CIRRUS 113 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821071 CIRRUS 114 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821072 CIRRUS 115 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821073 CIRRUS 116 10/07/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821074 CIRRUS 117 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821075 CIRRUS 118 10/07/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821076 CIRRUS 119 10/08/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821077 CIRRUS 120 10/09/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821078 CIRRUS 121 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821080 CIRRUS 122 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821081 CIRRUS 123 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821082 CIRRUS 125 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821083 CIRRUS 126 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821084 CIRRUS 127 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821085 CIRRUS 128 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821086 CIRRUS 129 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821087 CIRRUS 130 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821088 CIRRUS 131 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821089 CIRRUS 132 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821090 CIRRUS 133 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821091 CIRRUS 134 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821092 CIRRUS 135 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821093 CIRRUS 136 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821094 CIRRUS 137 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821095 CIRRUS 138 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019
NMC820945 NMC821096 CIRRUS 139 09/30/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 022 ELKO 2019

Silver Cloud Project - Claim Exhibit A

Lead Serial Number Serial Number Claim Name Location Date Claimant Name Case Type Disposition Meridian Township Range Section County Last Asent Year
NMC820945 NMC821116 ISC 135 09/20/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC820945 NMC821117 ISC 147 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821118 ISC 148 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821119 ISC 157 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821120 ISC 158 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821121 ISC 159 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821122 ISC 160 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821123 ISC 167 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821124 ISC 168 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821125 ISC 169 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821126 ISC 170 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821127 ISC 171 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821128 ISC 172 09/19/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821129 ISC 173 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821130 ISC 175 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821131 ISC 177 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821132 ISC 178 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821133 ISC 179 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821134 ISC 180 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821135 ISC 181 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821136 ISC 182 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821137 ISC 183 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821138 ISC 184 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 025 ELKO 2019
NMC820945 NMC821139 ISC 207 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0480E 030 ELKO 2019
NMC820945 NMC821140 ISC 209 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0480E 030 ELKO 2019
NMC820945 NMC821141 ISC 211 10/06/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 030 ELKO 2019
NMC820945 NMC821142 ISC 213 09/21/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC820945 NMC821143 ISC 214 09/21/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821144 ISC 215 09/21/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821145 ISC 216 09/21/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821146 ISC 217 09/21/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821147 ISC 218 09/21/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821148 ISC 219 09/21/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 013 ELKO 2019
NMC820945 NMC821149 ISC 220 09/21/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC820945 NMC821150 ISC 225 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 036 ELKO 2019
NMC820945 NMC821151 ISC 226 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 036 ELKO 2019
NMC820945 NMC821152 ISC 235 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 036 ELKO 2019
NMC820945 NMC821153 ISC 236 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 036 ELKO 2019
NMC820945 NMC821154 ISC 237 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 036 ELKO 2019
NMC820945 NMC821155 ISC 238 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 036 ELKO 2019
NMC820945 NMC821156 ISC 239 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 036 ELKO 2019
NMC820945 NMC821157 ISC 240 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 036 ELKO 2019
NMC820945 NMC821158 ISC 241 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0480E 031 ELKO 2019
NMC820945 NMC821159 ISC 242 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0480E 031 ELKO 2019
NMC820945 NMC821160 ISC 243 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0480E 031 ELKO 2019
NMC820945 NMC821161 ISC 244 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0480E 031 ELKO 2019
NMC820945 NMC821162 ISC 245 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0480E 031 ELKO 2019
NMC820945 NMC821163 ISC 246 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0480E 031 ELKO 2019
NMC820945 NMC821164 ISC 247 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC820945 NMC821165 ISC 258 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821166 ISC 259 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821167 ISC 259B 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821168 ISC 260 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821169 ISC 260B 09/24/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821170 ISC 261 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821171 ISC 261B 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821172 ISC 262 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821173 ISC 262B 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 035 ELKO 2019
NMC820945 NMC821174 ISC 263 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821175 ISC 263B 09/24/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821176 ISC 264 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821177 ISC 264B 09/24/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821178 ISC 265 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821179 ISC 265B 09/24/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821180 ISC 266 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821181 ISC 266B 09/24/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821182 ISC 267 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821183 ISC 268 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821184 ISC 269 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821185 ISC 270 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821186 ISC 271 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821187 ISC 272 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821188 ISC 273 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821189 ISC 274 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 001 ELKO 2019
NMC820945 NMC821190 ISC 275 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821191 ISC 276 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821192 ISC 277 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821193 ISC 278 09/20/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821194 ISC 279 09/21/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821195 ISC 280 09/21/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821196 ISC 281 09/21/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821197 ISC 282 09/21/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019
NMC820945 NMC821198 ISC 283 09/21/2000 PESCIO CARL LODE ACTIVE 21 0360N 0470E 002 ELKO 2019

Silver Cloud Project - Claim Exhibit A

Lead Serial Number Serial Number Claim Name Location Date Claimant Name Case Type Disposition Meridian Township Range Section County Last Assmt Year
NMC820945 NMC821219 ISC 328 09/20/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC820945 NMC821220 ISC 329 09/20/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC820945 NMC821221 ISC 330 09/20/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC820945 NMC821222 ISC 331 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 034 ELKO 2019
NMC820945 NMC821223 ISC 332 09/24/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 034 ELKO 2019
NMC820945 NMC821224 ISC 333 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821225 ISC 334 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821226 ISC 335 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821227 ISC 336 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821228 ISC 337 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821229 ISC 338 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821230 ISC 339 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821231 ISC 340 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821232 ISC 341 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821233 ISC 342 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC820945 NMC821234 ISC 343 10/04/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC82011 NMC822011 NMBUS 19 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822012 NMBUS 20 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822013 NMBUS 21 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822014 NMBUS 22 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822015 NMBUS 23 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822016 NMBUS 24 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822017 NMBUS 25 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822018 NMBUS 25A 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822019 NMBUS 26 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822020 NMBUS 26A 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822021 NMBUS 27 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 011 ELKO 2019
NMC822011 NMC822022 NMBUS 28 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC822011 NMC822023 NMBUS 29 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 011 ELKO 2019
NMC822011 NMC822024 NMBUS 30 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC822011 NMC822025 NMBUS 31 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 011 ELKO 2019
NMC822011 NMC822026 NMBUS 32 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 013 ELKO 2019
NMC822011 NMC822027 NMBUS 33 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822028 NMBUS 34 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 013 ELKO 2019
NMC822011 NMC822029 NMBUS 35 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822030 NMBUS 36 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 013 ELKO 2019
NMC822011 NMC822031 NMBUS 37 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822032 NMBUS 38 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 013 ELKO 2019
NMC822011 NMC822033 NMBUS 39 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822034 NMBUS 40 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 013 ELKO 2019
NMC822011 NMC822035 NMBUS 41 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC822011 NMC822036 NMBUS 42 11/11/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822037 NMBUS 43 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822038 NMBUS 44 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822039 NMBUS 45 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822040 NMBUS 46 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822041 NMBUS 47 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822042 NMBUS 48 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822043 NMBUS 49 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822044 NMBUS 50 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822045 NMBUS 51 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822046 NMBUS 52 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822047 NMBUS 53 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822048 NMBUS 54 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822049 NMBUS 55 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822050 NMBUS 56 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822051 NMBUS 57 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822052 NMBUS 58 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822053 NMBUS 59 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822054 NMBUS 60 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822055 NMBUS 61 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822056 NMBUS 62 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822057 NMBUS 63 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822058 NMBUS 64 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822059 NMBUS 65 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822060 NMBUS 66 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822061 NMBUS 67 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822062 NMBUS 68 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822063 NMBUS 69 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822064 NMBUS 70 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822065 NMBUS 71 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822066 NMBUS 72 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 001 ELKO 2019
NMC822011 NMC822067 NMBUS 73 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822068 NMBUS 74 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822069 NMBUS 75 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822070 NMBUS 76 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC822011 NMC822071 NMBUS 77 12/03/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019

Silver Cloud Project - Claim Exhibit A

Lead Serial Number Serial Number Claim Name Location Date Claimant Name Case Type Disposition Meridian Township Range Section County Last Assent Year
NMC822011 NMC822097 NIMBUS 1001 12/05/2000 PESCIO CARL LODE ACTIVE 21 0370N 0470E 012 ELKO 2019
NMC823028 NMC823028 NIMBUS 102 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823029 NIMBUS 103 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823030 NIMBUS 104 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823031 NIMBUS 105 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823032 NIMBUS 106 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823033 NIMBUS 107 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823034 NIMBUS 108 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823035 NIMBUS 109 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823036 NIMBUS 110 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823037 NIMBUS 111 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823038 NIMBUS 112 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823039 NIMBUS 113 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823040 NIMBUS 114 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823041 NIMBUS 115 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823042 NIMBUS 116 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823043 NIMBUS 117 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823044 NIMBUS 118 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823045 NIMBUS 119 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823046 NIMBUS 120 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823047 NIMBUS 121 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823048 NIMBUS 122 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823049 NIMBUS 123 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823050 NIMBUS 124 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823051 NIMBUS 125 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823052 NIMBUS 126 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 010 ELKO 2019
NMC823028 NMC823053 NIMBUS 127 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 002 ELKO 2019
NMC823028 NMC823054 NIMBUS 128 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC823028 NMC823055 NIMBUS 129 01/18/2001 PESCIO CARL LODE ACTIVE 21 0370N 0470E 003 ELKO 2019
NMC932332 NMC932332 FYR 194 07/30/2006 GEOLOGIX (US) INC LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC932332 NMC932333 FYR 199 07/30/2006 GEOLOGIX (US) INC LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC932332 NMC932334 FYR 200 07/30/2006 GEOLOGIX (US) INC LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC932332 NMC932335 FYR 201 07/30/2006 GEOLOGIX (US) INC LODE ACTIVE 21 0370N 0470E 026 ELKO 2019
NMC932332 NMC932336 STRATUS 1 07/30/2006 GEOLOGIX (US) INC LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC932332 NMC932337 STRATUS 2 07/30/2006 GEOLOGIX (US) INC LODE ACTIVE 21 0370N 0470E 023 ELKO 2019
NMC932332 NMC932338 STRATUS 3 07/30/2006 GEOLOGIX (US) INC LODE ACTIVE 21 0370N 0470E 014 ELKO 2019
NMC932332 NMC932339 STRATUS 4 07/30/2006 GEOLOGIX (US) INC LODE ACTIVE 21 0370N 0470E 010 ELKO 2019

Page 6


West Silver Cloud Unpatented Claims

West Silver Cloud Project - Claim Exhibit A

Serial Number Lead Serial Number Claim Name Location Date Calimant Name Case Type Disposition Meridian Township County Last Asomt Year
NMC1001164 NMC1001141 NNR NO. 1 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 034 ELKO 2019
NMC1001165 NMC1001141 NNR NO. 2 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 034 ELKO 2019
NMC1001166 NMC1001141 NNR NO. 3 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 034 ELKO 2019
NMC1001167 NMC1001141 NNR NO. 4 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 034 ELKO 2019
NMC1001172 NMC1001141 NNR NO. 9 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001173 NMC1001141 NNR NO. 10 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001174 NMC1001141 NNR NO. 11 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001175 NMC1001141 NNR NO. 12 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001176 NMC1001141 NNR NO. 13 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001177 NMC1001141 NNR NO. 14 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001178 NMC1001141 NNR NO. 15 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001179 NMC1001141 NNR NO. 16 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001180 NMC1001141 NNR NO. 17 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001181 NMC1001141 NNR NO. 18 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001182 NMC1001141 NNR NO. 19 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001183 NMC1001141 NNR NO. 20 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001184 NMC1001141 NNR NO. 21 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001185 NMC1001141 NNR NO. 22 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001190 NMC1001141 NNR NO. 37 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019
NMC1001191 NMC1001141 NNR NO. 38 09/11/2008 BLACKROCK GOLD LODE ACTIVE 21 0370N 0470E 027 ELKO 2019

SCHEDULE "B"

DETAILS AS TO OUTSTANDING CONVERTIBLE SECURITIES

As of the date hereof, the Outstanding Convertible Securities of the Corporation are as follows:

  • 44,318,925 warrants
  • 9,227,256 stock options
  • 361,500 restricted share units
  • 317,362 deferred share units
  • 1,110,097 performance share units

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SCHEDULE "C"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Capitalized terms used in this Schedule C and not defined herein have the meaning ascribed thereto in the underwriting agreement among Raymond James Ltd., Red Cloud Securities Inc., Research Capital Corporation and Ventum Financial Corp. (collectively, the "Underwriters") and Blackrock Silver Corp. (the "Corporation") dated effective January 27, 2025 to which this Schedule "C" is annexed, and the following terms shall have the meanings indicated:

(a) "Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Offered Units and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Offering;

(b) "Disqualification Event" means any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

(c) "Foreign Private Issuer" means a "foreign private issuer" as that term is defined in Rule 405 under the U.S. Securities Act;

(d) "General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) under the U.S. Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

(e) "Investment Company Act" means the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

(f) "Offshore Transaction" means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S;

(g) "Qualified Institutional Buyer" means a "qualified institutional buyer" as such term is defined in Rule 144A;

(h) "Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act;

(i) "Rule 144A" means Rule 144A under the U.S. Securities Act;

(j) "Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S;

(k) "United States" means "United States" as that term is defined in Rule 902(l) of Regulation S;


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(I) "U.S. Accredited Investor" means an "accredited investor" within the meaning of Rule 501(a) of Regulation D;

(m) "U.S. Selling Group Member" of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter;

(n) "U.S. Purchasers" means purchasers of Offered Units in the Offering who (i) are in the United States or are U.S. Persons, (ii) are purchasing for account or benefit of U.S. Persons, (iii) were offered the Offered Units in the United States, or (iv) placed their order to purchase the Offered Units from within the United States; and

(o) "U.S. Purchaser's Letter" means the Qualified Institutional Buyer Letter or Subscription Agreement for Accredited Investors, as the case may be, in substantially the same form appended to the U.S. Placement Memorandum as Exhibits I and II thereto, respectively.

Representations, Warranties and Covenants of the Underwriters

Each of the Underwriters (for and on behalf of itself and the U.S. Selling Group Members) acknowledges that the Offered Units, Unit Securities and the Warrant Shares (collectively, the "Securities") have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States, and such securities may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Persons, except in accordance with an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. Accordingly, each of the Underwriters (for and on behalf of itself and the U.S. Selling Group Members) severally represent, warrant and covenant to the Corporation as of the date hereof and the Closing Date that:

  1. the Securities have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. The Securities sold to U.S. Purchasers will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and that the Securities sold under Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States will bear a legend to such effect. It has offered for sale the Offered Units only as follows: (a) in Offshore Transactions in accordance with Rule 903 of Regulation S; or (b) offers of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons either (i) to Qualified Institutional Buyers pursuant to Rule 144A, or (ii) Substituted Purchasers that are U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in each case pursuant to similar exemptions under applicable securities laws of any state of the United States, as provided in the paragraphs set forth below. Accordingly, none of the Underwriters, its U.S. Selling Group Member, any of their affiliates or any persons acting on behalf of any of them, has made or will make (except as permitted in the paragraphs set forth below) any: (x) offer to sell, or any solicitation of an offer to buy, any of the Offered Units in the United States or to, or for the account or benefit of, any U.S. Person; (y) any sale of the Offered Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a U.S. Person, or such Underwriter, U.S. Selling Group Member, affiliate or person acting

  • 4 -

on any of their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a U.S. Person; or (z) Directed Selling Efforts;

  1. the sale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons will be made only by the Underwriters or their respective U.S. Selling Group Member, acting as sub-agents, (i) pursuant to Rule 144A to persons who are, or are reasonably believed by them to be, Qualified Institutional Buyers, or (ii) pursuant to a private placement exemption provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to Substituted Purchasers that are U.S. Accredited Investors, and in each case, in compliance with any applicable securities laws of any state of the United States. The Offered Units sold to persons in the United States or, of for the account or benefit of, U.S. Persons will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and that Offered Units sold to U.S. Accredited Investors will bear a legend to such effect. Each Qualified Institutional Buyer and each U.S. Accredited Investor shall have made the representations, warranties and agreement set forth in their respective U.S. Purchaser's Letter;

  2. it and its affiliates, including its U.S. Selling Group Member, have not, (i) either directly, or through a person acting on its or their behalf solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons by any form of General Solicitation or General Advertising, Directed Selling Efforts or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, or (ii) taken or will take any action (including the sale of Securities in the United States or to, or for the account or benefit of, U.S. Persons) that would cause the exemptions afforded by Rule 144A, Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons or that would cause the exclusion from such registration requirements set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Units in Offshore Transactions outside the United States to non-U.S. Persons pursuant to this Underwriting Agreement;

  3. it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Units, except with its U.S. Selling Group Member, any Selling Group members or with the prior written consent of the Corporation;

  4. it shall cause its U.S. Selling Group Member to agree, and it shall require each Selling Group member to agree, for the benefit of the Corporation, to comply with, and shall cause its U.S. Selling Group Member and shall use its commercially reasonable efforts to ensure that, each Selling Group member complies with, the provisions of this Schedule "C" applicable to the Underwriter as if such provisions applied to such U.S. Selling Group Member or Selling Group member, as applicable;

  5. on the dates of such offers and sales, the Underwriter's U.S. Selling Group Member was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable securities laws of any state of the United States (unless exempt therefrom) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.;


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  • all offers and sales of Offered Units to, or for the account or benefit of, U.S. Persons have been and shall be made by the Underwriter by or through its U.S. Selling Group Member in accordance with all applicable broker-dealer laws and regulations and in compliance with this Schedule "C";

  • each U.S. Selling Group Member selling the Offered Units to Qualified Institutional Buyers pursuant to Rule 144A in the United States is a Qualified Institutional Buyer;

  • it has informed or will inform (and has caused or will cause its U.S. Selling Group Member to inform, as applicable) all U.S. Purchasers that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and the Offered Units are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with any applicable securities laws of any state of the United States; and that the Offered Units sold in the United States or to, or for the account or benefit of, U.S. Persons will be "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act and may not be exercised, offered, sold, pledged or otherwise transferred, directly or indirectly, except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with the restrictions set forth in the documents and agreements governing such securities;

  • none of the Underwriter, its U.S. Selling Group Member or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Securities contemplated hereby;

  • it has caused or shall cause its U.S. Selling Group Member to deliver (i) a copy of the U.S. Placement Memorandum, to each of its offerees in the United States, or that is, or that is purchasing for the account or benefit of, a U.S. Person, and (ii) a copy of the U.S. Placement Memorandum to each U.S. Purchaser at or prior to the time of purchase of Offered Units, and no other written material other than the U.S. Placement Memorandum and the Corporation Marketing Materials has been or shall be used in connection with the offer or sale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons;

  • offers and sales of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons shall be made in accordance with exemptions from the registration or qualification requirements of all applicable state securities or "blue sky" laws;

  • it acknowledges that until 40 days after the commencement of the offering of the Offered Units, an offer or sale of the Offered Units within the United States or to, or for the account or benefit of, U.S. Persons by any dealer (whether or not participating in this Offering) may violate the registration requirement of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirement of the U.S. Securities Act;

  • at the Time of Closing, it, together with its U.S. Selling Group Member offering or selling Offered Units in the United States or to, or for the account or benefit of, U.S. Persons, will provide a certificate, substantially in the form of Exhibit I to this Schedule "C", relating to


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the manner of the offer and sale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons or it will be deemed to have represented and warranted for the benefit of the Corporation that neither it nor its U.S. Selling Group Member offered or sold any of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons;

  1. it will not complete a sale of Offered Units to any purchaser in the United States or to, or for the account or benefit of, U.S. Persons unless it has received and it has delivered to the Corporation, prior to the Time of Closing, a signed copy of each U.S. Purchaser's Letter, from each of the U.S. Purchasers to which it sold Offered Units;

  2. it represents and warrants that with respect to the Securities to be sold in reliance on Rule 506(b) of Regulation D ("Regulation D Securities"), if any, none of it, the U.S. Selling Group Member, or any of its or the U.S. Selling Group Member's directors, executive officers, general partners, managing members or other officers participating in the Offering, or any other person associated with the Underwriter who will receive, directly or indirectly, remuneration for solicitation of U.S. Purchasers of the Regulation D Securities pursuant to Rule 506(b) of Regulation D (each, a "Dealer Covered Person" and, together, "Dealer Covered Persons"), is subject to any Disqualification Event except for a Disqualification Event: (i) covered by Rule 506(d)(2) of Regulation D; and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. Neither it nor its U.S. Selling Group Member, if applicable, has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of Regulation D Securities;

  3. The Underwriter represents that it is not aware of any person other than a Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers in connection with the sale of Regulation D Securities, if any. It will notify the Corporation, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale; and

  4. it will notify the Corporation, in writing, prior to the Closing Date of: (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation in accordance with Section (16) above; and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants and covenants to the Underwriters and the U.S. Selling Group Members as of the date hereof and the Closing Date that:

  1. it is, and at each closing will be, a Foreign Private Issuer and reasonably believes there is no Substantial U.S. Market Interest in the Common Shares;

  2. it is in compliance with all applicable provisions under Rule 903 of Regulation S;

  3. it acknowledges that the Offered Units have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and that the Offered Units may be offered and sold only in transactions exempt from or not


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subject to the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. Except with respect to offers and sales in accordance with the Underwriting Agreement (including this Schedule "C") in the United States to, or for the account or benefit of, U.S. Persons that are (i) Qualified Institutional Buyers in reliance upon the exemption from registration provided by Rule 144A, and (ii) Substituted Purchasers that U.S. Accredited Investors in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and, in each case, pursuant to similar exemptions under applicable securities laws of any state of the United States, neither the Corporation nor any of its affiliates, nor any person acting on any their behalf (other than the Underwriters, the U.S. Selling Group Members or any members of the banking and the selling group formed by them (the "Selling Group"), as to whom the Corporation makes no representation), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any of the Offered Units in the United States or to, or for the account or benefit of, a U.S. Person; or (B) any sale of the Offered Units unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and is not acting for the account or benefit of a U.S. Person, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the purchaser is outside the United States, not a U.S. Person and not acting the for the account or benefit of a U.S. Person;

  1. in connection with offers and sales of the Offered Units outside the United States to non-U.S. Persons, the Corporation, each of its affiliates, and any person acting on its or their behalf (other than the Underwriters and their U.S. Selling Group Members or any Selling Group member, as to which no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction;

  2. none of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Selling Group Members or any members of the Selling Group, as to whom the Corporation makes no representation) (i) has offered or will knowingly offer to sell, or has solicited or will solicit offers to buy, any of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons, by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act; (ii) has engaged or will engage in any Directed Selling Efforts or has taken or will take any action (including the sale of securities to, or for the account or benefit of, persons in the United States or U.S. Persons) that would cause the exemptions afforded by Rule 144A or Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons or which would cause the exclusion from such registration requirements set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Units in Offshore Transactions outside the United States to non-U.S. Persons; or (iii) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with respect to the offer and sale of the Offered Units;

  3. for so long as any of the Offered Units which have been sold in the United States in reliance upon Rule 144A are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Corporation is not subject to and in compliance with the reporting requirements of Section 13 or 15(d) of, or exempt from reporting pursuant to Rule 12g3-2(b) under, the U.S. Exchange Act, the Corporation will furnish to any holder of the Offered Units in the United States and any prospective


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purchaser of the Offered Units designated by such holder in the United States, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of the Offered Units to effect resales under Rule 144A);

  1. the Corporation has not, for a period beginning thirty days prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of the Corporation's securities and will not do so during the Offering or for a period of thirty days following the completion of this Offering in the United States or to, or for the account or benefit of, U.S. Persons in a manner that would be integrated with, and would cause the exemption provided by Rule 144A or Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States to become unavailable with respect to, the offer and sale of the Offered Units to, or for the account or benefit of, persons in the United States or U.S. Persons as contemplated by this Underwriting Agreement;

  2. the Common Shares and Offered Units are not, and as of the Time of Closing, as the case may be, will not be, and no securities of the same class as the Common Shares or Offered Units are:

(a) (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an "automated inter-dealer quotation system", as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and 22 of Rule 144A) upon issuance of less than ten percent for securities so listed or quoted;

(b) in connection with the initial resale of the Offered Units to Qualified Institutional Buyers in the Offering, the Corporation shall make available to such Qualified Institutional Buyers the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act;

(c) the Corporation is not, and after giving effect to the Offering and the application of the proceeds as described in the Prospectus will not be, registered as an investment company nor will it be required to register as an investment company within the meaning of the Investment Company Act; and

(d) none of the Corporation's securities are registered or are required to be registered under Section 12 of the U.S. Exchange Act and the Corporation does not, and will not upon the offer and sale of the Offered Units, have a reporting obligation under Section 13 or Section 15(d) of the U.S. Exchange Act;

  1. none of the Corporation or any of its predecessors or affiliates has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder;

  2. none of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D;


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  • the Corporation will complete and file with the SEC a Notice on Form D within 15 days after the first sale of Offered Units pursuant to Rule 506(b) of Regulation D, if any, and will make such filings with any applicable state securities commission as may be required by state law;

  • with respect to Regulation D Securities, if any, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Corporation participating in the Offering, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D. The Corporation has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of Regulation D Securities;

  • the Corporation is not aware of any person (other than any Issuer Covered Person or Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Offered Securities pursuant to Rule 506(b) of Regulation D; and

  • the Corporation will notify the Underwriters, in writing, prior to the Closing Date of: (i) any Disqualification Event relating to any Issuer Covered Person; and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.


ANNEX I TO SCHEDULE “C”

Underwriter’s Certificate

In connection with the private placement in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons of the securities of Blackrock Silver Corp. (the “Corporation”) pursuant to the underwriting agreement between the Corporation and the Underwriters named therein dated effective January 27, 2025 (the “Underwriting Agreement”), each of the undersigned does hereby certify to the Corporation as follows:

(a) all offers to sell, solicitations of offers to buy and sales of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons were made only by or through the U.S. Selling Group Member in compliance with all applicable United States state and federal broker-dealer requirements. The U.S. Selling Group Member is, and was at all relevant times, a Qualified Institutional Buyer, a duly registered broker or dealer with the SEC and in each state applicable to the U.S. Selling Group Member (unless exempt therefrom) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;

(b) all offers and sales of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons have been conducted by us in accordance with the Underwriting Agreement, including Schedule “C” thereto;

(c) each purchaser of the Offered Units that was in the United States or that was a U.S. Person (and each purchaser of the Offered Units that was offered the Offered Units for the account or benefit of a U.S. Person or a person in the United States) was provided with a copy of the U.S. Placement Memorandum, and no other written material was used in connection with the offer and sale to any such purchaser;

(d) immediately prior to our making of any offers of Offered Units to offerees in the United States, that were U.S. Persons or that were acting for the account or benefit of a U.S. Person, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor, and, on the date hereof, we have reasonable grounds to believe and continue to believe that each U.S. Purchaser of Offered Units is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable;

(e) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Units in the United States or to or for the account or benefit of, U.S. Persons and we did not engage in any Directed Selling Efforts in the United States in connection with the offer or sale of the Offered Units;

(f) all U.S. Purchasers who were offered the Offered Units have been informed that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such U.S. Purchasers without registration in reliance on available exemptions from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States;


(g) prior to any sale by us of Offered Units to U.S. Purchasers, each U.S. Purchaser provided an executed U.S. Purchaser's Letter, and we provided the Corporation with copies of all such completed and executed U.S. Purchaser's Letters; and

(h) with respect to the Offered Units, Unit Securities and Warrant Shares to be offered and sold hereunder in reliance upon Rule 506(b) of Regulation D, if any, none of the Dealer Covered Persons is subject to any Disqualification Event except for a Disqualification Event covered by Rule 506(d)(2) of Regulation D and a description of which has been furnished in writing to the Corporation prior to the date thereof, or in the case of a Disqualification Event occurring after the date thereof, prior to the Closing Date, and we have not paid or nor will we pay, nor are we aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons or Issuer Covered Persons) for solicitation of purchasers of such Securities.

Capitalized terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule "C" thereto) unless defined herein.

DATED as of this ___ day of _______, 2025

[UNDERWRITER]

By: _______
Authorized Signing Officer

[U.S. SELLING GROUP MEMBER]

By: _______
Authorized Signing Officer