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Soma Gold Corp. — M&A Activity 2020
Mar 19, 2020
46650_rns_2020-03-19_88d96e8d-f7db-4cf5-989b-3a5888b049e5.pdf
M&A Activity
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AURA MINERALS INC.
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PARA RESOURCES INC.
SHARE PURCHASE AGREEMENT
DATED March 7, 2020
23844797.4
TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION
| ARTICLE 1 INTERPRETATION |
|
|---|---|
| 1.1 | Definitions ....................................................................................................................................... 1 |
| 1.2 | Currency ........................................................................................................................................... 6 |
| 1.3 | Construction ..................................................................................................................................... 6 |
| 1.4 | Certain Rules of Interpretation ......................................................................................................... 6 |
| 1.5 | Computation of Time ....................................................................................................................... 7 |
| 1.6 | Performance on Business Days ........................................................................................................ 7 |
| ARTICLE 2 | |
| PURCHASE OF SHARES | |
| 2.1 | Purchase and Sale ............................................................................................................................ 7 |
| 2.2 | Amount of Purchase Price ............................................................................................................... 8 |
| ARTICLE 3 | |
| REPRESENTATIONS AND WARRANTIES | |
| 3.1 | Representations and Warranties of Vendor ..................................................................................... 8 |
| 3.2 | Representations and Warranties of the Purchaser ............................................................................ 9 |
| 3.3 | Survival ............................................................................................................................................ 9 |
| ARTICLE 4 | |
| CLOSING ARRANGEMENTS | |
| 4.1 | Closing ........................................................................................................................................... 10 |
| 4.2 | Vendor’s Closing Deliveries .......................................................................................................... 10 |
| 4.3 | Purchaser’s Closing Deliveries ...................................................................................................... 10 |
| 4.4 | Closing Mechanics ......................................................................................................................... 11 |
| ARTICLE 5 | |
| CONDITIONS OF CLOSING | |
| 5.1 | Purchaser’s Conditions .................................................................................................................. 11 |
| 5.2 | Vendor’s Conditions ...................................................................................................................... 12 |
| ARTICLE 6 | |
| COVENANTS | |
| 6.1 | Cooperation .................................................................................................................................... 12 |
| 6.2 | Action During Interim Period ........................................................................................................ 12 |
| 6.3 | Due Diligence Investigation .......................................................................................................... 13 |
| 6.4 | Business Acquisition Report .......................................................................................................... 13 |
| 6.5 | Exclusive Dealings ........................................................................................................................ 13 |
| 6.6 | Notice of Certain Matters ............................................................................................................... 14 |
| 6.7 | Confidentiality ............................................................................................................................... 14 |
| ARTICLE 7 | |
| TERMINATION | |
| 7.1 | Grounds for Termination ............................................................................................................... 14 |
| 7.2 | Effect of Termination ..................................................................................................................... 15 |
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ARTICLE 8 INDEMNITY
| ARTICLE 8 INDEMNITY |
|
|---|---|
| 8.1 | Indemnity by the Vendor ............................................................................................................... 15 |
| 8.2 | Cooperation; Retention of Records ................................................................................................ 15 |
| ARTICLE 9 | |
| GENERAL | |
| 9.1 | Actions on Non-Business Days ..................................................................................................... 15 |
| 9.2 | Expenses ........................................................................................................................................ 15 |
| 9.3 | Notices ........................................................................................................................................... 15 |
| 9.4 | Time of Essence ............................................................................................................................. 16 |
| 9.5 | Further Assurances......................................................................................................................... 17 |
| 9.6 | Severability .................................................................................................................................... 17 |
| 9.7 | Injunctive Relief ............................................................................................................................ 17 |
| 9.8 | Entire Agreement ........................................................................................................................... 17 |
| 9.9 | Amendment .................................................................................................................................... 17 |
| 9.10 | Waiver ............................................................................................................................................ 17 |
| 9.11 | Governing Law .............................................................................................................................. 17 |
| 9.12 | Successors and Assigns .................................................................................................................. 17 |
| 9.13 | Counterparts ................................................................................................................................... 17 |
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SHARE PURCHASE AGREEMENT
This Agreement dated March 7, 2020 is made
AMONG:
AURA MINERALS INC. ,
a corporation incorporated and existing under the Laws of the British Virgin Islands (“ Aura ”)
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PARA RESOURCES INC. ,
a company incorporated under the Laws of British Columbia (the “ Vendor ”)
RECITALS:
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A. The Vendor is the direct owner of all of the issued and outstanding common shares (the “ Shares ”) in the capital of Z79 RESOURCES, INC. , a corporation incorporated under the Laws of Nevada and continued and existing under the Laws of Delaware (“ Z79 ”);
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B. Z79 is the direct owner of the Gold Road Interest and the Tr-ue Vein Interest and the indirect owner of the Gold Road Assets (all as defined herein);
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C. The Vendor entered into that certain pre-paid gold forward purchase agreement (the “ Existing PPF ”), dated as of August 3, 2018, by and among the Vendor, PPG Arizona Holdings LP, a limited partnership formed under the laws of Ontario (“ PPG ), Z79 and Gold Road Mining Corp. (“ Gold Road ”), a company incorporated under the Laws of Nevada and continued and existing under the Laws of Delaware;
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D. The obligations of the Vendor, Z79 and Gold Road under the Existing PPF are secured by the Shares, the Gold Road Interest, the Tr-ue Vein Interest and the other assets of Z79; and
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E. Aura is willing to directly or indirectly purchase and the Vendor is willing to sell the Shares on and subject to the terms and conditions contained in this Agreement.
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the Parties hereto, the Parties agree as follows:
ARTICLE 1 INTERPRETATION
- 1.1 Definitions . In this Agreement:
“ Action ” means any claim, action, complaint, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, objection, appeal, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at Law or in equity.
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“ Affiliate ” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “ control ” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “ controlled ” shall have a similar meaning.
“ Agreement ” means this share purchase agreement.
“ Amendment to the Existing PPF ” means an amendment to the Existing PPF in a form to be agreed upon by each of the Purchaser, the Vendor and PPG, acting reasonably, which amendment is expected to become effective on Closing.
“ Applicable Law ” means, (i) any applicable domestic or foreign constitution, treaty, law, statute, regulation, code, rule, ordinance, principle of common law or equity, rule, by-law, Order or other requirement having the force of law, (ii) any policy, practice, protocol, standard, code of practice, directive, guideline, order, judgement, decision, or decree of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (collectively, the “ Law ”) relating or applicable to such Person, property, transaction, event or other matter and also includes, where appropriate, any interpretation of the Law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation.
“ ATS ” means Aura Technical Services Inc., a wholly-owned subsidiary of Aura.
“ Books and Records ” means the Financial Records and all other books, records, files and papers of a Party including drawings, engineering information, manuals and data, sales and advertising materials, sales and purchase correspondence, trade association files, research and development records, lists of present and former customers and suppliers, personnel, employment and other records, and the minute books and share registers and all records, data and information stored electronically, digitally or on computer-related media.
“ Business Day ” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Miami, Florida, USA, Vancouver, British Columbia, Canada and Toronto, Ontario, Canada.
“ Closing ” means the completion of the purchase and sale of the Shares in accordance with the provisions of this Agreement.
“ Closing Date ” means three Business Days after receipt of all required Consents and Regulatory Approvals, provided such date is on or before the Outside Date or such other date as Aura and the Vendor may agree in writing.
“ Closing Time ” means the time of Closing on the Closing Date.
“ Confidential Information ” means, in relation to a Party (the “ Discloser ”):
- (a) all information, in whatever form communicated or maintained, whether orally, in writing, electronically, in computer readable form or otherwise, that the Discloser discloses to, or that is gathered by inspection by a Party (the “ Recipient ”) or any of the Recipient’s Representatives in the course of the Recipient’s review of the transactions contemplated by this Agreement, whether provided before or after the date of this
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Agreement, including information that contains or otherwise reflects information concerning the Discloser or its businesses, affairs, financial condition, assets, liabilities, operations, prospects or activities, and specifically includes financial information, budgets, business plans, ways of doing business, business results, prospects, customer lists, forecasts, engineering reports, Environmental reports, evaluations, legal opinions, names of venture partners and contractual parties, and any information provided to the Discloser by third parties under circumstances in which the Discloser has an obligation to protect the confidentiality of such information; and
- (b) all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any Confidential Information regardless of the identity of the Person preparing the same;
but does not include any information that:
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(c) is at the time of disclosure to the Recipient or thereafter becomes generally available to the public, other than as a result of a disclosure by the Recipient or any of the Recipient’s Representatives in breach of this Agreement;
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(d) is or was received by the Recipient on a non-confidential basis from a source other than the Discloser or its Representatives if such source is not known to the Recipient to be prohibited from disclosing the information to the Recipient by a confidentiality agreement with, or a contractual, fiduciary or other legal confidentiality obligation to, the Discloser; or
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(e) was known by the Recipient prior to disclosure in connection with the transactions contemplated by this Agreement and was not subject to any contractual, fiduciary or other legal confidentiality obligation on the part of the Recipient.
“ Consent ” means any consent, authorization, approval, permit, waiver, ruling, exemption, agreement or acknowledgement from any Person which is provided for or required: (i) in respect of or pursuant to the terms of any contract; or (ii) under any Applicable Law, in either case in connection with the sale of the Shares to the Purchaser on the terms contemplated in this Agreement or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.
“ Continuous Disclosure Filing ” has the meaning set out in Section 6.7(2).
“ Damages ” means any and all loss, liability, obligation, damage, cost, expense, charge, fine, penalty or assessment, suffered, incurred, sustained or required to be paid by the Person seeking indemnification, (including reasonable lawyers’, experts’ and consultants’ fees and expenses), resulting from or arising in connection with any direct claim or third party claim, including the costs and expenses of any Action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand, assessment, judgment, settlement or compromise relating thereto.
“ Discloser ” has the meaning set out in the definition of Confidential Information.
“ Employee ” means an individual who is employed by a Party, whether on a full-time or part-time basis.
“ Enforcement Exceptions ” means limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and
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others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.
“ Environment ” means the atmosphere, the surface and sub-surface of the earth, groundwater and surface waters, plants and animals, and “ Environmental ” means relating to or in respect of the Environment.
“ Environmental Laws ” means any and all Applicable Laws concerning pollution or the protection of the Environment, human health or welfare, the conditions of the workplace or the generation, transportation, storage, treatment or disposal of any Hazardous Substance, including civil or common Law responsibility for acts of omission with respect to the Environment, and all Licences issued pursuant to such Laws.
“ Exchange ” means the TSX Venture Exchange or such other exchange where the common shares of the Vendor may be listed for trading.
“ Existing PPF ” has the meaning ascribed to such term in the Recitals.
“ Financial Records ” means all books of account and other financial data and information and includes all such records, data and information stored electronically, digitally or on computerrelated media.
“ Gold Road ” has the meaning ascribed to such term in the Recitals.
“ Gold Road Assets ” means, collectively, (i) the Gold Road Project, (ii) the Option Agreements, (iii) the Mining Leases and (iv) real property consisting of twenty-five (25) patented claims and millsites as shown on the attached Exhibit A, and one-hundred sixty-three (163) unpatented lode claims and millsites as shown on the attached Exhibit B.
“ Gold Road Interest ” means the 94% equity interest in Gold Road held by Z79, consisting of 4,700,000 common shares and 1,316,000 preferred shares in the capital of Gold Road.
“ Gold Road Project ” has the meaning set out in the Existing PPF.
“ Governmental Authority ” means any domestic or foreign government, whether national, federal, provincial, territorial, state, regional, municipal or local (whether administrative, legislative, executive, judicial, fiscal, arbitral or a government-owned body, department, commission, authority, tribunal, agency or entity, or central bank, or otherwise) and any stock exchanges (including the Exchange) or other Law, rule or regulation-making body having jurisdiction over, or applicable to, any of the Parties.
“ Hazardous Substance ” means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odor, radiation, energy, vector, plasma, constituent or material that: (a) is or becomes listed, regulated or addressed under any Environmental Law; or (b) is, or is deemed to be alone or in any combination, hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Law, including, asbestos, petroleum and polychlorinated byphenyls, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated byphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
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“ Interim Period ” means the period from and including the date hereof until the earliest to occur of the following: (a) termination of this Agreement in accordance with the terms hereof, (b) the Outside Date and (c) the Closing Time.
“ Law ” has the meaning set out in the definition of “Applicable Law”.
“ Legal Proceeding ” means any litigation, Action, application, suit, investigation, hearing, claim, deemed complaint, grievance, civil, administrative, regulatory or criminal, arbitration, proceeding or other similar proceeding, before or by any court, tribunal or Governmental Authority, and includes any appeal or review thereof and any application for leave for appeal or review.
“ Licence ” means any licence, permit, convention, authorization, certificate, Consent, Order, grant, right, notification, privilege, classification, registration, agreement, approval, award, determination, decision, decree or other evidence of authority issued or granted to, conferred upon, or otherwise created for, the applicable Party by any Governmental Authority.
“ Lien ” means any lien, mortgage, charge, hypothec, pledge, security interest, assignment, option, warrant, lease, sublease, licence, sublicense, right to possession, encumbrance, claim, right or restriction of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.
“ Maintenance Loan Agreement ” means the financing agreement dated as of January 31, 2020 between PPG and the Vendor pursuant to which PPG shall advance up to $2,000,000 (the “ Maintenance Loan ”) to the Vendor for the purpose of reducing the balance of outstanding payables in respect of the Gold Road Project, Z79 and the Z79 Parties existing on the date of the Term Sheet to $0 prior to the Closing Date.
“ Mining Leases ” means, collectively, a Mining Lease between and among Gold Road and Cruskie Mines, L.L.C. dated August 22, 2017 and a Mining Lease with Option to Purchase between and among Gold Road and La Cuesta International, Inc. dated August 22, 2017.
“ Option Agreements ” means, collectively, those certain option agreements to which Gold Road is party to acquire parcels of land adjacent to the Gold Road Project, as described more fully in the Vendor’s management’s discussion and analysis for the six months ended June 30, 2019 that is filed on the Vendor’s profile on SEDAR.
“ Order ” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.
“ Outside Date ” means March 20, 2020, or such other date as Aura, the Vendor and PPG may agree in writing.
“ Party ” means each of Vendor and Aura and any reference to a Party includes its successors and permitted assigns and “ Parties ” means each of them.
“ Person ” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity.
“ Purchaser ” shall mean either Aura or ATS, as determined by Aura on or prior to the Closing Date.
“ Recipient ” has the meaning set out in the definition of Confidential Information.
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“ Regulatory Approval ” means any approval, Consent, ruling, authorization, notice, sanction, Order, exemption, permit or acknowledgement, including approval of the Exchange, that may be required from any Person pursuant to Applicable Law or under the terms of any Licence or the conditions of any Order in connection with the sale of the Shares to the Purchaser on the terms contemplated in this Agreement or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement.
“ Representative ” when used with respect to a Party means each director, officer, Employee, agent, consultant and professional adviser of that Party and any other representative of that Party who is involved in the transactions contemplated by this Agreement.
“ Shares ” has the meaning ascribed to such term in the Recitals.
“ Subscription Agreement ” means the subscription agreement dated the date hereof between Aura, Z79 and Gold Road pursuant to which, among other things, Z79 shall subscribe for additional shares of common stock of Gold Road for a total subscription price of $8 million in accordance with the terms thereof.
“ SEDAR ” means the System for Electronic Document Analysis and Retrieval.
“ Subsidiary ” means, with respect to any specified Person, any entity of which the specified Person (either alone or through or together with any other Subsidiary of such specified Person) (a) owns, directly or indirectly, more than 50% of the voting stock or other interests the holders of which are generally entitled to vote for the election of the board of directors or other applicable governing body of such entity, or (b) controls the management.
“ Term Sheet ” means the binding term sheet dated February 9, 2020 between Aura, the Vendor, Z79 and PPG contemplating the execution of this Agreement, among other things.
“ Tr-ue Vein ” means Tr-ue Vein Exploration, Inc., a company incorporated under the Laws of Delaware.
“ Tr-ue Vein Interest ” means the 94% equity interest in Tr-ue Vein held by Z79, consisting of 15,040,000 shares in the capital of Tr-ue Vein.
“ Transaction Documents ” means collectively, this Agreement, the Subscription Agreement, the Amendment to the Existing PPF and the Maintenance Loan Agreement.
“ Z79 ” has the meaning ascribed to such term in the Recitals.
“ Z79 Parties ” means, collectively, Gold Road and Tr-ue Vein.
1.2 Currency . In this Agreement, references to “$” or “dollars” are to the lawful currency of the United States.
1.3 Construction . This Agreement has been negotiated by each Party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party does not apply to the construction or interpretation of this Agreement.
1.4 Certain Rules of Interpretation . In this Agreement:
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(1) the division into Articles and Sections and the insertion of headings and the Table of Contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement;
(2) the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular portion of this Agreement; and
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(3) unless specified otherwise or the context otherwise requires:
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a. references to any Article or Section are references to the Article or Section of this Agreement;
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b. “including” or “includes” means “including (or includes) but is not limited to” and is not to be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;
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c. “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;
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d. references to contracts are deemed to include all present amendments, supplements, restatements and replacements to those contracts;
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e. references to any legislation, statutory instrument or regulation or a section thereof are references to the legislation, statutory instrument, regulation or section as amended, reenacted, consolidated or replaced from time to time; and
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f. words in the singular include the plural and vice-versa and words in one gender include all genders.
1.5 Computation of Time . In this Agreement, unless specified otherwise or the context otherwise requires:
(1) a reference to a period of days is deemed to begin on the first day after the event that started the period and to end at 5:00 p.m. on the last day of the period, but if the last day of the period does not fall on a Business Day, the period ends at 5:00 p.m. on the next succeeding Business Day;
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(2) all references to specific dates mean 11:59 p.m. on the dates;
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(3) all references to specific times are references to Toronto time; and
(4) with respect to the calculation of any period of time, references to “from” mean “from and excluding” and references to “to” or “until” mean “to and including”.
1.6 Performance on Business Days . If any action is required to be taken pursuant to this Agreement on or by a specified date that is not a Business Day, the action is valid if taken on or by the next succeeding Business Day.
ARTICLE 2 PURCHASE OF SHARES
2.1 Purchase and Sale . At the Closing Time, on and subject to the terms and conditions of this Agreement, the Vendor shall sell to the Purchaser, and the Purchaser shall purchase from the Vendor, the Shares.
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2.2 Amount of Purchase Price . The aggregate price payable by the Purchaser to the Vendor for the Shares shall be the payment, by wire transfer, of $1.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of Vendor . As a material inducement to Aura entering into this Agreement and completing the transactions contemplated by this Agreement, and acknowledging that Aura is entering into this Agreement in reliance upon the representations and warranties of the Vendor set out in this Section 3.1, the Vendor represents and warrants to Aura, as follows:
(1) Organization and Status . (i) the Vendor is a corporation duly incorporated and organized and is validly subsisting under the Laws of the Province of British Columbia and is up-to-date in the filing of all corporate and similar returns under the Laws of that jurisdiction; (ii) Z79 is a corporation duly incorporated and organized and is validly subsisting under the Laws of the State of Delaware and is up-todate in the filing of all corporate and similar returns under the Laws of that jurisdiction; (iii) Gold Road a corporation duly incorporated and organized and is validly subsisting under the Laws of the State of Delaware and is up-to-date in the filing of all corporate and similar returns under the Laws of that jurisdiction; and (iv) Tr-ue Vein a corporation duly incorporated and organized and is validly subsisting under the Laws of the State of Delaware and is up-to-date in the filing of all corporate and similar returns under the Laws of that jurisdiction.
(2) Corporate Power . Each of the Vendor, Z79 and the Z79 Parties has all necessary corporate power and authority to own or lease or dispose of its undertakings, property and assets (including, in the case of the Vendor, the Shares) and to enter into, execute and deliver the Transaction Documents to which they are party (or in the case of the Amendment to the Existing PPF, will be party) and the contracts, agreements and instruments required to by this Agreement to be entered into, executed and delivered, and to perform their respective obligations hereunder and thereunder. No act or proceeding has been taken or authorized by or against the Vendor, Z79 or the Z79 Parties in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of any such party or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Vendor, Z79 or any Para Party and no such proceedings have been threatened.
(3) Authorization . The execution and delivery of the Transaction Documents and the completion of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Vendor, Z79 and Gold Road, as applicable.
(4) Enforceability of Obligations . The Transaction Documents constitute valid and binding obligations of the Vendor, Z79 and Gold Road, as applicable (and in the case of the Amendment to the Existing PPF, will constitute a valid and binding obligation of the Vendor, Z79 and Gold Road), enforceable against the Vendor, Z79 and Gold Road (as applicable) in accordance with its terms, subject to the Enforcement Exceptions.
(5) Ownership of Equity . The Vendor is the beneficial owner of the Shares, and Z79 is the beneficial owner of the Gold Road Interest and the Tr-ue Vein Interest, in each case with good and marketable title thereto, free and clear of all Liens (except for the security interests created in connection with the Existing PPF or to be created in connection with the Amendment to the Existing PPF), and the Vendor has the exclusive right to dispose of the Shares as provided for in this Agreement. The Shares are not subject to any contract or restriction which in any way limits or restricts the transfer to the Purchaser of the Shares. At the Closing, the Vendor will have no ownership interest in Z79 or the Z79 Parties, whether direct or indirect, actual or contingent.
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(6) Capitalization . (i) the authorized capital of Z79 consists of 25,000,000 Shares, of which, as of the date hereof, there are the Shares, and no other shares, issued and outstanding; (ii) the authorized capital of Gold Road consists of 25,000,000 common shares and 5,000,000 preferred shares, of which, as of the date hereof, there are 5,000,000 common shares and 1,400,000 preferred shares, and no other shares, issued and outstanding; and (iii) the authorized capital of Tr-ue Vein consists of 30,000,000 common shares and 5,000,000 preferred shares, of which, as of the date hereof, there are 16,000,000 common shares, and no other shares, issued and outstanding.
(7) Title to Assets and Related Matters. As at the date hereof, the material assets of Z79 and its Subsidiaries consist of the Gold Road Assets. Gold Road has good and marketable legal and beneficial title to the Gold Road Assets free and clear of any and all Liens (except for the security interests created in connection with the Existing PPF and to be created in connection with the Amendment to the Existing PPF and subject to the paramount title of the United States). The Mining Leases and the Option Agreements are in full force and effect and there are no defaults thereunder known to the Vendor. There are no royalty or similar agreements of any kind applicable to the Gold Road Assets except for those set forth in the Option Agreements and Mining Leases, and as set forth in that certain Net Smelter Returns Royalty Agreement dated August 22, 2017 between Gold Road and Mojave Desert Minerals, LLC.
3.2 Representations and Warranties of the Purchaser . As a material inducement to the Vendor entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Vendor is entering into this Agreement in reliance upon the representations and warranties of Aura set out in this Section 3.2, Aura represents and warrants to the Vendor as follows:
(1) Organization and Status . (i) Aura is a corporation that is duly incorporated, organized and validly subsisting under the Laws of the British Virgin Islands and is up-to-date in the filing of all corporate and similar returns under the Laws of that jurisdiction and (ii) ATS is a corporation that is duly incorporated, organized and validly subsisting under the Laws of Delaware and is up-to-date in the filing of all corporate and similar returns under the Laws of that jurisdiction.
(2) Corporate Power . Aura has the corporate power, authority and capacity to enter into, execute and deliver this Agreement and each of Aura and ATS has the corporate power, authority and capacity to enter into, execute and deliver the contracts, agreements and instruments required to by this Agreement to be entered into, executed and delivered by it, and to perform its obligations hereunder and thereunder. No act or proceeding has been taken or authorized by or against either Aura or ATS in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of Aura or ATS or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, Aura or ATS and no such proceedings have been threatened.
(3) Authorization . The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Aura.
(4) Enforceability of Obligations . This Agreement constitutes a valid and binding obligation of Aura enforceable against Aura in accordance with its terms, subject to the Enforcement Exceptions.
3.3 Survival . The representations and warranties contained in this Agreement, other than the conditions contained in Article 5 shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement, the Closing and the execution and delivery of any transfer documents or other documents of title to the Shares and all other agreements, certificates and instruments delivered pursuant to this Agreement and the payment of the consideration for the Shares.
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ARTICLE 4 CLOSING ARRANGEMENTS
4.1 Closing . The Closing shall take place at 10:00 a.m. (Toronto time) on the Closing Date at the offices of Blake, Cassels & Graydon LLP in Toronto, ON, or at such other time on the Closing Date or such other place as may be agreed to in writing by Vendor, the Purchaser and PPG.
4.2 Vendor’s Closing Deliveries . At the Closing Time, the Vendor shall deliver or cause to be delivered the following to the Purchaser:
(1) the certificates representing the Shares, the Gold Road Interest and the Tr-ue Vein Interest, and any necessary stock powers of attorney to transfer same;
- (2) the Books and Records of Z79, Gold Road and Tr-ue Vein;
(3) a certificate of a senior officer of the Vendor certifying the resolutions of the board of directors of the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor, including the Amendment to the Existing PPF;
(4) a certificate of a senior officer of each of Z79 and Gold Road certifying the resolutions of their respective boards of directors authorizing the execution, delivery and performance of the Amendment to the Existing PPF and the Subscription Agreement;
(5) a certificate of the Vendor certifying the matters in Sections 5.1(1), 5.1(2), 5.1(3), 5.1(4), 5.1(5), 5.1(6) and 5.1(7) as of the Closing Date;
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(6) the Amendment to the Existing PPF, duly executed by all parties thereto;
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(7) the Subscription Agreement, duly executed by all parties thereto other than Aura;
(8) evidence of the approval of the Exchange of the sale of the Shares contemplated hereby that is reasonably acceptable to the Purchaser;
(9) a certificate of good standing or status, or equivalent, of the Vendor, Z79 and the Z79 Parties dated no more than two Business Days prior to the Closing Date;
(10) a copy, certified by a senior officer of the Vendor, of the notice of articles and articles of the Vendor; and
(11) all such other assurances, Consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.
4.3 Purchaser’s Closing Deliveries . At the Closing Time, the Purchaser shall deliver or cause to be delivered to the Vendor the following:
(1) payment of the amount required to be paid at the Closing under Section 2.2 to or as directed by the Vendor;
(2) a certificate of a senior officer of Aura certifying the resolutions of the board of directors of Aura authorizing the execution, delivery and performance of this Agreement and, if Aura is the
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Purchaser, of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by Aura;
(3) if ATS is the Purchaser, a certificate of a senior officer of ATS certifying the resolutions of the board of directors of ATS authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by ATS;
(4) a certificate of an officer of the Purchaser certifying on behalf of the Purchaser the matters in Sections 5.2(1) and 5.2(2) as of the Closing Date;
(5) the Amendment to the Existing PPF, duly executed by all parties thereto;
(6) a certificate of good standing or status, or equivalent, of the Purchaser dated no more than two Business Days prior to the Closing Date;
(7) a copy, certified by a senior officer of the Purchaser, of the charter documents of the Purchaser; and
(8) all such other assurances, Consents, agreements, documents and instruments as may be reasonably required by the Vendor to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendor, acting reasonably.
4.4 Closing Mechanics . All documents and certificates required to be delivered at the Closing Time will be delivered in escrow to legal counsel to the Vendor and the Purchaser on the calendar day prior to the Closing Date, and will be released simultaneously upon Closing. ARTICLE 5 CONDITIONS OF CLOSING
5.1 Purchaser’s Conditions . The Purchaser shall not be obligated to complete the transactions contemplated by this Agreement, including the purchase of the Shares unless, at or before the Closing Time, each of the conditions listed below in this Section 5.1 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. The Vendor shall take all such actions, steps and proceedings as are reasonably within the control of the Vendor as may be necessary to ensure that the conditions listed below in this Section 5.1 are fulfilled at or before the Closing Time.
(1) Representations and Warranties . The representations and warranties of the Vendor contained in Sections 3.1 shall be true and correct at the Closing Time with the same effect as though such representations and warranties had been made on and as of the Closing Time.
(2) Compliance . The Vendor shall have performed and complied in all material respects with the covenants in this Agreement on its part to be performed or complied with at or before the Closing Time.
(3) Material Adverse Change . Measured from the date hereof until the Closing Time, no material adverse change shall have occurred or be continuing (i) in respect of any of the matters covered by the due diligence investigations undertaken by Aura pursuant to Section 6.3 hereof and (ii) with respect to the physical condition of the mine for the Gold Road Project.
(4) No Third Party Debt . Z79 and the Z79 Parties shall not have any debt obligations outstanding other than (i) pursuant to the Amendment to the Existing PPF and (ii) up to $254,000 in payables as measured on the Closing Date.
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(5) Regulatory Approvals . The Vendor shall have received approval from the Exchange and its shareholders for the sale of the Shares to the Purchaser as contemplated hereby.
(6) Outstanding Payables. The outstanding payables in respect of the Gold Road Project, Z79 and the Z79 Parties at the Closing Time shall not exceed $254,000 as measured on the Closing Date, unless one of the Vendor or PPG agrees after good faith negotiation to forthwith fund the amount of such payables that exceed $254,000.
(7) Effectiveness of PPF Amendment . The Amendment to the Existing PPF shall be effective as a valid agreement binding on all parties thereto.
(8) Closing Deliveries. Vendor shall have delivered or caused to be delivered to the Purchaser each of the documents, certificates, instruments or other items listed in Section 4.2.
5.2 Vendor’s Conditions . The Vendor shall not be obligated to complete the transactions contemplated by this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 5.2 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of Vendor. The Purchaser shall use commercially reasonable efforts to take all such actions, steps and proceedings as are reasonably within the control of the Purchaser as may be necessary to ensure that the conditions listed below in this Section 5.2 are fulfilled at or before the Closing Time.
(1) Representations and Warranties . The representations and warranties of the Purchaser contained in Sections 3.2 shall be true and correct at the Closing Time with the same effect as though such representations and warranties had been made on and as of the Closing Time.
(2) Regulatory Approvals . The Vendor shall have received approval from the Exchange and its shareholders for the sale of the Shares to the Purchaser as contemplated hereby.
(3) Effectiveness of PPF Amendment . The Amendment to the Existing PPF shall be effective as a valid agreement binding on all parties thereto.
(4) Release . The Vendor shall have received from PPG a release as to all security registered against the Vendor in connection with the Existing PPF.
(5) Closing Deliveries. The Purchaser shall have delivered or caused to be delivered to Vendor each of the documents, certificates, instruments or other items listed in Section 4.3. ARTICLE 6 COVENANTS
6.1 Cooperation . During the Interim Period, the Vendor shall perform all obligations required to be performed by it under this Agreement, co-operate with the Purchaser in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement, and without limiting the generality of the foregoing, the Vendor shall use commercially reasonable efforts to obtain all Regulatory Approvals necessary to complete the transactions contemplated hereby, including working to obtain the approval of the Exchange.
6.2 Action During Interim Period .
(1) Positive Covenants . During the Interim Period, the Vendor shall cause each of Z79 and the Z79 Parties to operate their businesses in the ordinary course of business, consistent with prudent business practices and in compliance with Applicable Law and in a manner that maintains relations with
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Employees and any suppliers and customers of Z79 and its Subsidiaries, including using commercially reasonable efforts to comply with the terms and conditions of each material contract to which each is a party and Licence which each holds.
(2) Negative Covenants . During the Interim Period, the Vendor shall not permit Z79 or the Z79 Parties to enter into any transaction or contract that is not in the ordinary course of business and consistent with prudent business practices and in compliance with Applicable Law, including:
-
a. declaring or paying any dividend or other distributions to security holders;
-
b. issuing any new equity or debt (other than as contemplated by this Agreement); and
-
c. granting any Liens over the equity or assets of Z79, the Z79 Parties or the Gold Road Project, as applicable (other than as contemplated by this Agreement),
in each case, without the prior written Consent of the Purchaser.
6.3 Due Diligence Investigation . During the Interim Period, the Vendor shall give or cause Z79 and its Subsidiaries to give to the Purchaser and its Representatives, full access during normal business hours to the business and the property and assets of Z79 and its Subsidiaries, and shall provide information to the Purchaser, in each case as the Purchaser reasonably requires and requests, to enable the Purchaser to conduct due diligence investigations in respect of Z79’s legal title to the Gold Road Project, the Licences necessary for the operation of the Gold Road Project, and compliance by the Vendor and Z79 with applicable Environmental Laws in respect of the Gold Road Project. Such investigations shall be carried out during normal business hours and without undue interference with the operations of Z79.
6.4 Business Acquisition Report . If Aura determines in its sole discretion that closing of the purchase of the Shares pursuant to the terms hereof shall trigger an obligation on its part to file a business acquisition report (a “BAR”) pursuant to Part 8 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), the Vendor shall provide such cooperation and assistance to Aura to complete a BAR as may be required under Part 8 of NI 51-102 (and as may be amended by any exemptive relief granted pursuant to Applicable Law) as may reasonably be requested by Aura. Such assistance shall include, but not be limited to, (i) providing financial and other information concerning the business of Z79 and the Z79 Parties, including timely delivery of financial statements and any additional or supporting documentation, and (ii) providing reasonable access to the financial personnel of the Vendor and the Vendors’ auditors to cooperate with Aura to satisfy its obligations under NI 51-102, at the sole cost, expense and responsibility of Aura. In connection with the foregoing, and to the extent not otherwise delivered on the Closing Date, the audited historical financial statements of Z79 or other applicable financial statements required in accordance with the foregoing will be provided by the Vendor to Aura no later than 45 days after the Closing Date.
6.5 Exclusive Dealings . During the Interim Period, the Vendor shall deal exclusively with the Purchaser in respect of Z79 and the Z79 Parties and any transaction involving the Gold Road Project, and the Vendor shall not, directly or indirectly in any manner:
(1) entertain, encourage, solicit, undertake, participate in, initiate, respond to, propose, negotiate or otherwise pursue; or
(2) furnish or cause to be furnished any information to any Persons (other than the Purchaser and its Representatives) in connection with;
any proposal, discussion or activity in opposition to or in competition with the transactions contemplated by this Agreement (an “ Alternative Transaction ”). The Vendor shall immediately notify the Purchaser
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in writing of: (i) the receipt, during the Interim Period, of any proposal for an Alternative Transaction or any requests for any information relating to any of Z79, the Z79 Parties and the Gold Road Project or for access to the properties, Books and Records of Z79, the Z79 Parties and the Gold Road Project by any Person which has informed the Vendor that such Person is considering making, or has made, a proposal for an Alternative Transaction. The Vendor shall be responsible for any breach by its Representatives of any of the provisions in this Section 6.5.
6.6 Notice of Certain Matters . During the Interim Period, the Vendor shall advise the Purchaser promptly in writing if it becomes aware of any Action or Legal Proceeding or opposition having been threatened or taken before any court, tribunal, or administrative or regulatory body that would have a material adverse effect on any of Z79, Gold Road, Tr-ue Vein or the Gold Road Project.
6.7 Confidentiality .
(1) Information To Be Confidential. The Parties shall treat confidentially and not disclose and shall cause each of its Representatives to treat confidentially and not disclose, other than as expressly contemplated by this Agreement or required by Applicable Law, any Confidential Information of the other Party.
(2) Use Of Confidential Information . The Parties may disclose Confidential Information only to those of its Representatives who need to know such Confidential Information for the purpose of implementing the transactions contemplated by this Agreement. No Party shall use, nor permit its Representatives to use, Confidential Information for any other purpose nor in any way that is, directly or indirectly, detrimental to the other Party unless required by Applicable Law.
(3) Required Disclosure . If any Party or any of its Representatives receives a request or is required by Applicable Law to disclose all or any part of the Confidential Information other than pursuant to a Continuous Disclosure Filing, such Party shall (a) immediately notify the other Party of the request or requirement, (b) consult with the other Party on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement, and (c) if requested by the other Party, take all necessary steps to seek a protective Order or other appropriate remedy. If a protective Order or other remedy is not available, or if the other Party waives compliance with the provisions of this Section 6.7(3), (i) the Party receiving the request for disclosure or its Representatives, as the case may be, may disclose to the Person requiring disclosure only that portion of the Confidential Information which such Party is advised by written opinion of counsel is legally required to be disclosed, and (ii) such Party shall not be liable for such disclosure unless such disclosure was caused by or resulted from a previous disclosure by such Party or its Representatives not permitted by this Agreement. For greater certainty, each of Aura and the Vendor shall be entitled to (i) issue and file a news release regarding the existence of this Agreement or regarding the transactions contemplated hereby, (ii) file this Agreement as a material contract and (iii) file a material change report and/or a BAR in respect of the transactions contemplated hereby (each such filing made on such Party’s SEDAR profile, a “ Continuous Disclosure Filing ”), upon a determination by the disclosing Party that any such Continuous Disclosure Filing is necessary for such Party to comply with its disclosure obligations under Applicable Law, and after reasonable consultation with the other Party as to the timing and content of such Continuous Disclosure Filing.
ARTICLE 7 TERMINATION
7.1 Termination .
This Agreement shall automatically terminate if the Closing Date has not occurred on or prior to the Outside Date.
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7.2 Effect of Termination . If this Agreement is terminated in accordance with Section 7.1 hereof, all further obligations of the Parties under this Agreement shall terminate, except for the obligations under Sections 6.7, 9.2, 9.3 and 9.11, which shall survive such termination.
ARTICLE 8 INDEMNITY
8.1 Indemnity by the Vendor . The Vendor shall indemnify the Purchaser and save it fully harmless against, and will reimburse or compensate it for, any Damages arising from, or in connection with (a) any material breach or any non-fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement, (b) any breach of any of the Vendor’s representations and warranties contained in Section 3.1 hereof and (c) any fraud or willful misrepresentation by the Vendor or any of its Affiliates.
8.2 Cooperation; Retention of Records . The Vendor and the Purchaser shall reasonably cooperate and assist each other, and the Vendor shall cause Z79 and its Subsidiaries to cooperate and assist, in determining the validity of any claim for indemnity by the Purchaser and otherwise in resolving such matters. Such assistance and cooperation will include providing reasonable access to information, Books and Records and documents relating to such matters and furnishing Employees to assist in the investigation, defence and resolution of such matters. Without limiting the generality of the foregoing, the Purchaser shall maintain, and Vendor and its Representatives shall be allowed reasonable access upon reasonably prior request to, the Books and Records of Z79 and its Subsidiaries, for a period of six years from the Closing Date or for such longer period of time as may be required by Applicable Law or in connection with any claim made against the Purchaser. During such time, the Purchasers shall provide, and shall cause Z79 and its Subsidiaries to provide, Vendor and its Representatives with such reasonable assistance as Vendor and its Representatives may require in connection with the review and use of such Books and Records.
ARTICLE 9 GENERAL
9.1 Actions on Non-Business Days . If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.
9.2 Expenses . Each Party shall be responsible for all costs and expenses (including any taxes imposed on such expenses) incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, consultants, financial advisors, brokers and other advisers).
9.3 Notices .
(1) Mode of Giving Notice . Any notice, direction, certificate, Consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service, or (iii) sent by email or other similar means of electronic communication, in each case to the applicable address set out below:
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(a) if to the Purchaser to:
Aura Minerals Inc. 78 SW 7[th] St. – Suite 7115 Miami, Florida, USA 33130
Attention: Sergio Castanho Email: [Pursuant to Section 12.2(5) of National Instrument 51-102, the redacted information is confidential]
with a copy (not constituting notice) to:
Blake Cassels & Graydon LLP 199 Bay Street Suite 4000 Toronto, ON M5L 1A9 Canada Attention: John Wilkin Email: [email protected]
(b) if to Vendor to:
Para Resources Inc. 970-1050 West Pender Street Vancouver, BC V6E 3S7 Canada
Attention: C. Geoffrey Hampson Email: [Pursuant to Section 12.2(5) of National Instrument 51-102, the redacted information is confidential]
with a copy (not constituting notice) to:
Miller Thomson LLP Pacific Centre, 400 – 725 Granville Street Vancouver, BC V7Y 1G5 Canada Attention: Rory Godinho Email: [email protected]
(2) Deemed Delivery of Notice. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, faxed or sent before 4:30 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt.
(3) Change of Address. Any Party may from time to time change its address under this Section 9.3 by notice to the other Parties given in the manner provided by this Section 9.3.
9.4 Time of Essence . Time shall be of the essence of this Agreement in all respects.
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9.5 Further Assurances . Each Party shall from time to time promptly execute and deliver or cause to be executed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Agreement that another Party may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement or any provision hereof.
9.6 Severability . If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other Party or circumstances. The Parties shall engage in good faith negotiations to replace any provision which is so restricted, prohibited or unenforceable with an unrestricted and enforceable provision, the economic effect of which comes as close as possible to that of the restricted, prohibited or unenforceable provision which it replaces.
9.7 Injunctive Relief . Subject to Section 9.2, the Parties agree that irreparable harm would occur for which money Damages would not be an adequate remedy at Law in the event that a Party does not perform its obligations under and in accordance with this Agreement, or in the event that a provision of this Agreement is breached. Accordingly, it is agreed that the Parties will be entitled to an injunction or injunctions or other equitable relief to prevent any such breach, any requirement for the securing or posting of any bond in connection with obtaining any such relief hereby being waived, in addition to any other remedy to which the Party may be entitled at Law or in equity; provided, however , that the Parties will not be entitled to such relief unless the conditions (other than those that, by their terms, are to be satisfied only at the Closing) set forth in Section 5.1 have been satisfied or have been waived by the Purchaser.
9.8 Entire Agreement . This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, including the Term Sheet. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement.
9.9 Amendment . No amendment of this Agreement shall be effective unless made in writing and signed by the Parties.
9.10 Waiver . A waiver of any default, breach or non-compliance under this Agreement shall not be effective unless in writing and signed by the Party to be bound by the waiver.
9.11 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of Ontario and the Laws of Canada applicable therein and this Agreement shall be treated, in all respects, as an Ontario contract. Each of the Parties hereby irrevocably agrees to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement.
9.12 Successors and Assigns . This Agreement shall inure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. Neither Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written Consent of the other Party.
9.13 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same
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instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Party by facsimile transmission or electronic mail and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Party.
[signature page follows]
23844797.4
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.
AURA MINERALS INC.
By: Signed “Rodrigo Barbosa” Name: Rodrigo Barbosa Title: CEO
PARA RESOURCES INC.
By: Signed “C. Geoffrey Hampson” Name: C. Geoffrey Hampson Title: Chairman
Exhibit A
Patented Claims
(See attached).
23844797.4
EXHIBIT "A" Legal Description
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MOHAVE, STATE OF ARIZONA AND IS DESCRIBED AS FOLLOWS:
PARCEL NO. 1:
BILLY BRYAN, CLIMAX, GOLD ROAD, GOLD DOLLAR, GOLD DOLLAR EXTENSION, GAMBLER, HOUGHTON, LINE ROAD, ROBBIE, SILVER DOLLAR, and TIP TOP, lode mining claims in the San Francisco Mining District, being shown as Mineral Survey No. 1699A, and BILLY BRYAN, GOLD ROAD, and LINE ROAD, millsites in the San Francisco Mining District, being shown as Mineral Survey No. 1699B, as filed in the Bureau of Land Management, and as granted by Patent recorded in Book 21 of Deeds, page 426; and COMET, ECLIPSE, FRACTION, IRON ROD, LAST CHANCE, RAILROAD and TOM TIT, lode mining claims in the San Francisco Mining District, being shown as Mineral Survey No. 2240A; and TOM TIT, millsite in the San Francisco Mining District, being shown as Mineral Survey No, 2240B, situate in Sections 2, 10, 11, 13 and 14, Township 19 North, Range 20 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona, and in Sections 7, 17 and 18, Township 19 North, Range 19 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.
PARCEL NO. 2:
UNITED WESTERN, UNITED WESTERN #1 AND UNITED WESTERN #2 lode mining claims in the San Francisco Mining District, being shown as Mineral Survey No. 3288, situate in Sections 10 and 15, Township 19 North, Range 20 West of the Gila and Salt River Base and Meridian, Mohave County, Arizona.
This page is only a part of a 2016 ALTA[®] Commitment for Title Insurance issued by Chicago Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; Schedule B, Part II-Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.
Copyright American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.
==> picture [28 x 41] intentionally omitted <==
Printed: 02.21.20 @ 03:35 PM AZ-CT-FWMV-01085.048834-SPS-1-20-CTM20052345
ALTA Commitment for Title Insurance (08/01/2016)
Page 3
Exhibit B
Unpatented Claims
(See attached).
23844797.4
Date and Time Run:
2/24/2020 1:01:42 PM DEPARTMENT OF THE INTERIOR BUREAU OF LAND MANAGEMENT
Page 1 of 1
Mining Claims
CUSTO MER INFORM
| CUSTO MER INFORM Mining Claims |
CUSTO MER INFORM Mining Claims |
CUSTO MER INFORM Mining Claims |
CUSTO MER INFORM Mining Claims |
CUSTO MER INFORM Mining Claims |
CUSTO MER INFORM Mining Claims |
CUSTO MER INFORM Mining Claims |
CUSTO MER INFORM Mining Claims |
|---|---|---|---|---|---|---|---|
| Admin State: AZ Geo State: AZ Claimant Name: GOLD ROAD MINING CORP Address: 1050 PENDER ST W STE 970 City: VANCOUVER 2419505 |
|||||||
| Serial Number | Lead Serial Number |
Claim Name | County | Dispostion | Case Type | Last Assmt Year |
Location Date |
| AMC322538 | AMC322538 | RUTH 1 | MOHAVE | ACTIVE | LODE | 2020 | 05‐22‐1992 |
| AMC322539 | AMC322538 | RUTH 2 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322540 | AMC322538 | RUTH 3 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322541 | AMC322538 | RUTH 4 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322542 | AMC322538 | RUTH 5 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322543 | AMC322538 | RUTH 6 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322544 | AMC322538 | RUTH 7 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322545 | AMC322538 | RUTH 8 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322546 | AMC322538 | RUTH 9 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322548 | AMC322538 | RUTH 11 | MOHAVE | ACTIVE | LODE | 2020 | 05‐20‐1992 |
| AMC322580 | AMC322538 | RUTH 43 | MOHAVE | ACTIVE | LODE | 2020 | 05‐22‐1992 |
| AMC322582 | AMC322538 | RUTH 45 | MOHAVE | ACTIVE | LODE | 2020 | 05‐22‐1992 |
| AMC35909 | AMC35909 | BULL RUN MILL‐SITE | MOHAVE | ACTIVE | MILLSITE | 2020 | 04‐16‐1901 |
| AMC35910 | AMC35909 | CLIMAX MILL‐SITE | MOHAVE | ACTIVE | MILLSITE | 2020 | 10‐07‐1904 |
| AMC35911 | AMC35909 | GOLD BROOK MILL‐SITE | MOHAVE | ACTIVE | MILLSITE | 2020 | 04‐16‐1901 |
| AMC35912 | AMC35909 | RAILROAD MILL‐SITE | MOHAVE | ACTIVE | MILLSITE | 2020 | 09‐01‐1911 |
| AMC35913 | AMC35909 | SURPRISE MILL‐SITE | MOHAVE | ACTIVE | MILLSITE | 2020 | 01‐27‐1901 |
| AMC35914 | AMC35909 | TIP TOP MILL‐SITE | MOHAVE | ACTIVE | MILLSITE | 2020 | 08‐01‐1902 |
| AMC35916 | AMC35909 | G R 1 | MOHAVE | ACTIVE | LODE | 2020 | 06‐24‐1972 |
| AMC35917 | AMC35909 | G R 2 | MOHAVE | ACTIVE | LODE | 2020 | 06‐24‐1972 |
| AMC35918 | AMC35909 | G R 3 | MOHAVE | ACTIVE | LODE | 2020 | 06‐24‐1972 |
| AMC35921 | AMC35909 | G R 6 | MOHAVE | ACTIVE | LODE | 2020 | 06‐24‐1972 |
| AMC35923 | AMC35909 | G R 8 | MOHAVE | ACTIVE | LODE | 2020 | 02‐15‐1973 |
|---|---|---|---|---|---|---|---|
| AMC35924 | AMC35909 | G R 9 | MOHAVE | ACTIVE | LODE | 2020 | 02‐15‐1973 |
| AMC35928 | AMC35909 | G R 13 | MOHAVE | ACTIVE | LODE | 2020 | 04‐19‐1973 |
| AMC35929 | AMC35909 | HOUGHTON ANNEX | MOHAVE | ACTIVE | LODE | 2020 | 01‐11‐1938 |
| AMC35930 | AMC35909 | HOUGHTON ANNEX NO 1 | MOHAVE | ACTIVE | LODE | 2020 | 07‐21‐1938 |
| AMC35931 | AMC35909 | LATITE NO 4 | MOHAVE | ACTIVE | LODE | 2020 | 01‐25‐1940 |
| AMC35932 | AMC35909 | LATITE NO 5 | MOHAVE | ACTIVE | LODE | 2020 | 01‐25‐1940 |
| AMC35933 | AMC35909 | LATITE NO 6 | MOHAVE | ACTIVE | LODE | 2020 | 01‐25‐1940 |
| AMC35934 | AMC35909 | LATITE FRACTION NO 1 | MOHAVE | ACTIVE | LODE | 2020 | 01‐25‐1940 |
| AMC35935 | AMC35909 | LATITE FRACTION NO 2 | MOHAVE | ACTIVE | LODE | 2020 | 01‐25‐1940 |
| AMC35936 | AMC35909 | MABEL FRACTION | MOHAVE | ACTIVE | LODE | 2020 | 01‐19‐1916 |
| AMC35951 | AMC35909 | RED TOP | MOHAVE | ACTIVE | LODE | 2020 | 09‐19‐1900 |
| AMC35952 | AMC35909 | RED TOP EXTENSION | MOHAVE | ACTIVE | LODE | 2020 | 03‐21‐1908 |
| AMC35953 | AMC35909 | RED TOP EXTENSION 1 | MOHAVE | ACTIVE | LODE | 2020 | 03‐09‐1922 |
| AMC35954 | AMC35909 | RED TOP EX NO 2 | MOHAVE | ACTIVE | LODE | 2020 | 03‐01‐1909 |
| AMC375601 | AMC375598 | LOOT 4 | MOHAVE | ACTIVE | LODE | 2020 | 11‐09‐2006 |
| AMC377644 | AMC377636 | LOOT 15 | MOHAVE | ACTIVE | LODE | 2020 | 01‐12‐2007 |
| AMC377647 | AMC377636 | LOOT 18 | MOHAVE | ACTIVE | LODE | 2020 | 01‐12‐2007 |
| AMC377649 | AMC377636 | LOOT 20 | MOHAVE | ACTIVE | LODE | 2020 | 01‐12‐2007 |
| AMC377650 | AMC377636 | LOOT 21 | MOHAVE | ACTIVE | LODE | 2020 | 01‐12‐2007 |
| AMC377651 | AMC377636 | LOOT 22 | MOHAVE | ACTIVE | LODE | 2020 | 01‐12‐2007 |
| AMC448199 | AMC448199 | GRMC 1 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448200 | AMC448199 | GRMC 2 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448201 | AMC448199 | GRMC 3 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448202 | AMC448199 | GRMC 4 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448203 | AMC448199 | GRMC 5 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448204 | AMC448199 | GRMC 6 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448205 | AMC448199 | GRMC 7 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448206 | AMC448199 | GRMC 11 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448207 | AMC448199 | GRMC 12 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448208 | AMC448199 | GRMC 13 | MOHAVE | ACTIVE | LODE | 2020 | 10‐16‐2017 |
| AMC448209 | AMC448199 | GRMC 14 | MOHAVE | ACTIVE | LODE | 2020 | 10‐16‐2017 |
| AMC448210 | AMC448199 | GRMC 15 | MOHAVE | ACTIVE | LODE | 2020 | 10‐16‐2017 |
| AMC448211 | AMC448199 | GRMC 16 | MOHAVE | ACTIVE | LODE | 2020 | 10‐16‐2017 |
| AMC448212 | AMC448199 | GRMC 17 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448213 | AMC448199 | GRMC 18 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448214 | AMC448199 | GRMC 19 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448215 | AMC448199 | GRMC 20 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448216 | AMC448199 | GRMC 21 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448217 | AMC448199 | GRMC 22 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448218 | AMC448199 | GRMC 23 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448219 | AMC448199 | GRMC 24 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448220 | AMC448199 | GRMC 25 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448221 | AMC448199 | GRMC 26 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448222 | AMC448199 | GRMC 27 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448223 | AMC448199 | GRMC 28 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448224 | AMC448199 | GRMC 29 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448225 | AMC448199 | GRMC 30 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448226 | AMC448199 | GRMC 31 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448227 | AMC448199 | GRMC 32 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448228 | AMC448199 | GRMC 33 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448229 | AMC448199 | GRMC 34 | MOHAVE | ACTIVE | LODE | 2020 | 10‐17‐2017 |
| AMC448230 | AMC448199 | GRMC 35 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448231 | AMC448199 | GRMC 36 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448232 | AMC448199 | GRMC 37 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448233 | AMC448199 | GRMC 42 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448234 | AMC448199 | GRMC 43 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448235 | AMC448199 | GRMC 44 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448236 | AMC448199 | GRMC 45 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448237 | AMC448199 | GRMC 46 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448238 | AMC448199 | GRMC 47 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448239 | AMC448199 | GRMC 48 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448240 | AMC448199 | GRMC 49 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448241 | AMC448199 | GRMC 50 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448242 | AMC448199 | GRMC 51 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
|---|---|---|---|---|---|---|---|
| AMC448243 | AMC448199 | GRMC 52 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448244 | AMC448199 | GRMC 53 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448245 | AMC448199 | GRMC 54 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448246 | AMC448199 | GRMC 55 | MOHAVE | ACTIVE | LODE | 2020 | 10‐18‐2017 |
| AMC448247 | AMC448199 | GRMC 56 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448248 | AMC448199 | GRMC 57 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448249 | AMC448199 | GRMC 58 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448250 | AMC448199 | GRMC 59 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448251 | AMC448199 | GRMC 60 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448252 | AMC448199 | GRMC 61 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448253 | AMC448199 | GRMC 62 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448254 | AMC448199 | GRMC 63 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448255 | AMC448199 | GRMC 64 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448256 | AMC448199 | GRMC 65 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448257 | AMC448199 | GRMC 66 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448258 | AMC448199 | GRMC 67 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448259 | AMC448199 | GRMC 68 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448260 | AMC448199 | GRMC 69 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448261 | AMC448199 | GRMC 70 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448262 | AMC448199 | GRMC 71 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448263 | AMC448199 | GRMC 72 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448264 | AMC448199 | GRMC 73 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448265 | AMC448199 | GRMC 74 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448266 | AMC448199 | GRMC 75 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448267 | AMC448199 | GRMC 76 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448268 | AMC448199 | GRMC 77 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448269 | AMC448199 | GRMC 78 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448270 | AMC448199 | GRMC 79 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448271 | AMC448199 | GRMC 80 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448272 | AMC448199 | GRMC 81 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448273 | AMC448199 | GRMC 82 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448274 | AMC448199 | GRMC 83 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448275 | AMC448199 | GRMC 84 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448276 | AMC448199 | GRMC 85 | MOHAVE | ACTIVE | LODE | 2020 | 11‐28‐2017 |
| AMC448277 | AMC448199 | GRMC 86 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448278 | AMC448199 | GRMC 87 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448279 | AMC448199 | GRMC 88 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448280 | AMC448199 | GRMC 89 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448281 | AMC448199 | GRMC 90 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448282 | AMC448199 | GRMC 91 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448283 | AMC448199 | GRMC 92 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448284 | AMC448199 | GRMC 93 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448285 | AMC448199 | GRMC 94 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448286 | AMC448199 | GRMC 95 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448287 | AMC448199 | GRMC 96 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448288 | AMC448199 | GRMC 97 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448289 | AMC448199 | GRMC 98 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448290 | AMC448199 | GRMC 99 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448291 | AMC448199 | GRMC 100 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448292 | AMC448199 | GRMC 101 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448293 | AMC448199 | GRMC 102 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448294 | AMC448199 | GRMC 103 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448295 | AMC448199 | GRMC 104 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448296 | AMC448199 | GRMC 105 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448297 | AMC448199 | GRMC 106 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448298 | AMC448199 | GRMC 107 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448299 | AMC448199 | GRMC 108 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448300 | AMC448199 | GRMC 109 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448301 | AMC448199 | GRMC 110 | MOHAVE | ACTIVE | LODE | 2020 | 11‐29‐2017 |
| AMC448302 | AMC448199 | GRMC 111 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448303 | AMC448199 | GRMC 112 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
|---|---|---|---|---|---|---|---|
| AMC448304 | AMC448199 | GRMC 113 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448305 | AMC448199 | GRMC 114 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448306 | AMC448199 | GRMC 115 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448307 | AMC448199 | GRMC 116 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448308 | AMC448199 | GRMC 117 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448309 | AMC448199 | GRMC 118 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448310 | AMC448199 | GRMC 119 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448311 | AMC448199 | GRMC 120 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448312 | AMC448199 | GRMC 121 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448313 | AMC448199 | GRMC 122 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448314 | AMC448199 | GRMC 123 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448315 | AMC448199 | GRMC 124 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448316 | AMC448199 | GRMC 125 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448317 | AMC448199 | GRMC 126 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
| AMC448318 | AMC448199 | GRMC 127 | MOHAVE | ACTIVE | LODE | 2020 | 11‐30‐2017 |
NO WARRANTY IS MADE BY BLM
FOR USE OF THE DATA FOR
PURPOSES NOT INTENDED BY BLM
| Meridian Township Range Section |
Subdiv |
|---|---|
| 14 0190N 0200W 002 | SW |
| 14 0190N 0200W 011 | NW |
| 14 0190N 0200W 011 | NE,NW |
| 14 0190N 0200W 011 | NE,NW |
| 14 0190N 0200W 011 | NE |
| 14 0190N 0200W 011 | NE,SE |
| 14 0190N 0200W 011 | NE,NW,SE |
| 14 0190N 0200W 011 | NE,SE |
| 14 0190N 0200W 012 | NW,SW |
| 14 0190N 0200W 011 | NE,SE |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 011 | SE |
| 14 0190N 0200W 011 | SE |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 011 | NW,SW |
| 14 0190N 0200W 011 | SW,SE |
| 14 0200N 0200W 035 | NE,SE |
| 14 0190N 0190W 016 | SW |
| 14 0190N 0200W 002 | NE,NW |
| 14 0190N 0190W 018 | NE |
| 14 0190N 0200W 011 | NE |
| 14 0200N 0200W 034 | NE,SE |
| 14 0190N 0200W 013 | NE,NW |
| 14 0190N 0190W 018 | SW |
| 14 0190N 0200W 013 | NE,SE |
| 14 0190N 0190W 018 | SW |
| 14 0190N 0200W 013 | SE |
| 14 0190N 0190W 018 | SW |
| 14 0190N 0200W 012 | SW |
|---|---|
| 14 0190N 0200W 013 | NW |
| 14 0190N 0200W 013 | NE,NW |
| 14 0190N 0200W 011 | SE |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 011 | NE,NW |
| 14 0190N 0200W 011 | NE,NW |
| 14 0190N 0200W 011 | SE |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 013 | NW |
| 14 0190N 0200W 014 | NE |
| 14 0190N 0200W 013 | NW |
| 14 0190N 0200W 013 | NE,NW |
| 14 0190N 0200W 011 | SE |
| 14 0190N 0200W 011 | SE |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 010 | NE |
| 14 0190N 0200W 011 | NW |
| 14 0190N 0200W 013 | NE,NW,SW,SE |
| 14 0190N 0200W 013 | NE,NW,SW,SE |
| 14 0190N 0200W 013 | SE |
| 14 0190N 0190W 018 | SW |
| 14 0190N 0200W 013 | SE |
| 14 0190N 0200W 011 | SE |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 011 | NE,NW |
| 14 0190N 0200W 002 | SW |
| 14 0190N 0200W 002 | SW |
| 14 0190N 0200W 003 | SE |
| 14 0190N 0200W 002 | SW |
| 14 0190N 0200W 003 | SE |
| 14 0190N 0200W 010 | NE |
| 14 0190N 0200W 011 | NW |
| 14 0190N 0200W 002 | SW |
| 14 0190N 0200W 002 | SW,SE |
| 14 0190N 0200W 002 | SW,SE |
| 14 0190N 0200W 011 | NE,NW |
| 14 0190N 0200W 002 | SE |
| 14 0190N 0200W 011 | NE |
| 14 0190N 0200W 011 | NE |
| 14 0190N 0200W 011 | NE |
| 14 0190N 0200W 011 | NE |
| 14 0190N 0200W 012 | NW |
| 14 0190N 0200W 012 | NW,SW,SE |
| 14 0190N 0200W 012 | SW,SE |
| 14 0190N 0200W 003 | SW,SE |
| 14 0190N 0200W 010 | NE,NW |
|---|---|
| 14 0190N 0200W 003 | SW |
| 14 0190N 0200W 010 | NE,NW |
| 14 0190N 0200W 010 | NE |
| 14 0190N 0200W 010 | NE,NW |
| 14 0190N 0200W 010 | SE |
| 14 0190N 0200W 011 | SW |
| 14 0190N 0200W 011 | SW |
| 14 0190N 0200W 011 | SW,SE |
| 14 0190N 0200W 014 | NE,NW |
| 14 0190N 0200W 011 | SW |
| 14 0190N 0200W 014 | NE,NW |
| 14 0190N 0200W 014 | NE |
| 14 0190N 0200W 014 | NE |
| 14 0190N 0200W 014 | NE,NW |
| 14 0190N 0200W 013 | NW |
| 14 0190N 0200W 014 | NE |
| 14 0190N 0200W 014 | NE |
| 14 0190N 0200W 014 | NE,SE |
| 14 0190N 0200W 014 | NE,SE |
| 14 0190N 0200W 013 | NW,SW |
| 14 0190N 0200W 013 | NW,SW |
| 14 0190N 0200W 014 | NE,SE |
| 14 0190N 0200W 013 | SW |
| 14 0190N 0200W 014 | NE,SE |
| 14 0190N 0200W 013 | SW |
| 14 0190N 0200W 014 | SE |
| 14 0190N 0200W 013 | NW,SW,SE |
| 14 0190N 0200W 013 | SW |
| 14 0190N 0200W 013 | SW |
| 14 0190N 0200W 013 | SW,SE |
| 14 0190N 0190W 018 | SW |
| 14 0190N 0190W 018 | SW,SE |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 013 | NW |
| 14 0190N 0200W 012 | SW |
| 14 0190N 0200W 013 | NW |
| 14 0190N 0200W 012 | SE |
| 14 0190N 0200W 013 | NE,NW |
| 14 0190N 0200W 013 | NE,NW |
| 14 0190N 0190W 018 | NW |
| 14 0190N 0200W 013 | NE |
| 14 0190N 0200W 013 | NE |
| 14 0190N 0200W 013 | NE |
| 14 0190N 0190W 018 | NW |
| 14 0190N 0200W 013 | NE |
| 14 0190N 0190W 018 | NW,SW |
|---|---|
| 14 0190N 0200W 013 | NE,SE |
| 14 0190N 0190W 018 | NW,SW |
| 14 0190N 0190W 018 | SW,SE |
| 14 0190N 0190W 018 | SW,SE |
| 14 0190N 0190W 018 | SE |
| 14 0190N 0200W 004 | SE |
| 14 0190N 0200W 009 | NE |
| 14 0190N 0200W 004 | SE |
| 14 0190N 0200W 009 | NE |
| 14 0190N 0200W 003 | SW |
| 14 0190N 0200W 010 | NW |
| 14 0190N 0200W 003 | SW |
| 14 0190N 0200W 010 | NW |
| 14 0190N 0200W 003 | SW |
| 14 0190N 0200W 010 | NW |
| 14 0190N 0200W 003 | SW,SE |
| 14 0190N 0200W 003 | SW,SE |
| 14 0190N 0200W 009 | NE,SE |
| 14 0190N 0200W 009 | NE,SE |
| 14 0190N 0200W 010 | NW |
| 14 0190N 0200W 010 | NW |
| 14 0190N 0200W 010 | NW |
| 14 0190N 0200W 003 | SW |
| 14 0190N 0200W 010 | NE,NW |
| 14 0190N 0200W 009 | SE |
| 14 0190N 0200W 010 | SW |
| 14 0190N 0200W 009 | SE |
| 14 0190N 0200W 010 | NW,SW |
| 14 0190N 0200W 010 | NW,SW |
| 14 0190N 0200W 010 | NW,SW,SE |
| 14 0190N 0200W 010 | NE,NW,SW,SE |
| 14 0190N 0200W 010 | NE,SE |
| 14 0190N 0200W 009 | SE |
| 14 0190N 0200W 010 | SW |
| 14 0190N 0200W 015 | NW |
| 14 0190N 0200W 016 | NE |
| 14 0190N 0200W 010 | SW |
| 14 0190N 0200W 015 | NW |
| 14 0190N 0200W 010 | SW |
| 14 0190N 0200W 010 | SW,SE |
| 14 0190N 0200W 010 | SE |
| 14 0190N 0200W 015 | NW |
| 14 0190N 0200W 016 | NE |
| 14 0190N 0200W 015 | NW |
| 14 0190N 0200W 010 | SW,SE |
| 14 0190N 0200W 015 | NE,NW |
|---|---|
| 14 0190N 0200W 010 | SW,SE |
| 14 0190N 0200W 015 | NE |
| 14 0190N 0200W 010 | SE |
| 14 0190N 0200W 015 | NE |
| 14 0190N 0200W 015 | NW,SW |
| 14 0190N 0200W 015 | NW,SW |
| 14 0190N 0200W 015 | NE |
| 14 0190N 0200W 015 | NE |
| 14 0190N 0200W 011 | SW |
| 14 0190N 0200W 014 | NW |
| 14 0190N 0200W 015 | SW |
| 14 0190N 0200W 015 | NW,SW,SE |
| 14 0190N 0200W 014 | NW |
| 14 0190N 0200W 011 | SW |
| 14 0190N 0200W 014 | NW |
| 14 0190N 0200W 011 | SW |
| 14 0190N 0200W 014 | NW |
| 14 0190N 0200W 015 | SW,SE |
| 14 0190N 0200W 022 | NE |
| 14 0190N 0200W 015 | SW,SE |
| 14 0190N 0200W 022 | NE |
| 14 0190N 0200W 014 | NW,SW |
| 14 0190N 0200W 014 | NE,NW |
| 14 0190N 0200W 014 | NW,SW |
| 14 0190N 0200W 014 | NE,NW,SW,SE |
| 14 0190N 0200W 014 | NW,SW,SE |
| 14 0190N 0200W 014 | NE,SE |
| 14 0190N 0200W 015 | SE |
| 14 0190N 0200W 022 | NE |
| 14 0190N 0200W 015 | SE |
| 14 0190N 0200W 022 | NE |
| 14 0190N 0200W 015 | SE |
| 14 0190N 0200W 022 | NE |
| 14 0190N 0200W 022 | NE |
| 14 0190N 0200W 023 | NW |
| 14 0190N 0200W 022 | NE |
| 14 0190N 0200W 023 | NW |
| 14 0190N 0200W 014 | SW |
| 14 0190N 0200W 015 | SE |
| 14 0190N 0200W 022 | NE |
| 14 0190N 0200W 023 | NW |
| 14 0190N 0200W 023 | NW,SW |
| 14 0190N 0200W 023 | NW |
| 14 0190N 0200W 023 | NW |
| 14 0190N 0200W 023 | SW |
| 14 0190N 0200W 023 | NW,SW,SE |
|---|---|
| 14 0190N 0200W 023 | NE,NW,SW,SE |
| 14 0190N 0200W 023 | NE,NW,SE |
| 14 0190N 0200W 023 | SW,SE |
| 14 0190N 0200W 023 | SW,SE |
| 14 0190N 0200W 023 | SE |
| 14 0190N 0200W 023 | SE |
| 14 0190N 0200W 026 | NE |
| 14 0190N 0200W 023 | SE |
| 14 0190N 0200W 024 | SW |
| 14 0190N 0200W 026 | NE |
| 14 0190N 0200W 024 | SW |
| 14 0190N 0200W 024 | SW,SE |
| 14 0190N 0200W 025 | NW |
| 14 0190N 0200W 026 | NE |
| 14 0190N 0200W 023 | SE |
| 14 0190N 0200W 024 | SW |
| 14 0190N 0200W 025 | NW |
| 14 0190N 0200W 026 | NE |
| 14 0190N 0200W 024 | SW,SE |
| 14 0190N 0200W 025 | NE,NW |
| 14 0190N 0200W 024 | SW,SE |
| 14 0190N 0200W 025 | NE |
| 14 0190N 0200W 024 | SW,SE |
| 14 0190N 0200W 025 | NW |