8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2016

STAR MOUNTAIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54405	90-0963619
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

605 W. Knox Rd, Suite 202, Tempe, AZ	85284
(Address of principal executive offices)	(Zip Code)

(844) 443-7677

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 15, 2016, Star Mountain Resources, Inc.’s (the “Company”) wholly owned subsidiary St. Lawrence Zinc Company, LLC (“St. Lawrence”) issued a promissory note (the “Note”) in the aggregate principal amount of $500,000 to the Development Authority of the North Country, a New York public benefit trust (the “Lender). The proceeds of this loan will be used for general working capital purposes.

The material terms of the Note include the following:

- Principal amount: $500,000.

- Interest rate: 2.25% per annum. Interest is calculated on a 360 day year for the actual number of days the loan is outstanding.

- Due date: April 1, 2017. St. Lawrence is to pay the principal amount and all accrued and unpaid interest on or before the due date. St. Lawrence shall make payments of only accrued interest commencing on April 1, 2016 and continuing on the 1^st day of each consecutive month thereafter until April 1, 2017.

To induce the Lender to make the loan evidenced by the Note, the Company and its wholly owned subsidiaries Northern Zinc, LLC and Balmat Holding Corp. (collectively the “Guarantors”) each entered into an unlimited guaranty with the Lender by which the Guarantors absolutely and unconditionally guaranteed to the Lender payment of the debt owed to Lender by St. Lawrence under the Note.

To further secure St. Lawrence’s performance under the Note, St. Lawrence and the Lender also entered into a Security Agreement (the “Security Agreement”) pursuant to which St. Lawrence granted a security interest in certain of its machinery and equipment and its right, title and interest to conduct mineral mining operations and to process and transport such minerals located on lands owned or leased by St. Lawrence in the towns of Fowler, Edwards, and Pierrepont located in St. Lawrence County, New York (the “Mining Rights”). Additionally, St. Lawrence collaterally assigned to the Lender the Mining Rights pursuant to the terms of an Assignment of Mineral and Mining Rights.

The foregoing summary of the terms and conditions of the Note, Unlimited Guarantee, Security Agreement and Assignment of Mineral and Mining Rights does not purport to be complete, and is qualified in its entirety by reference to the full text of such documents included in this Report as exhibits 10.1, 10.2 and 10.3, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1	Promissory Note between St. Lawrence Zinc Company, LLC and Development Authority of the North Country dated March 15, 2016.
10.2	Security Agreement between St. Lawrence Zinc Company, LLC and Development Authority of the North Country dated March 15, 2016.
10.3	Form of Unlimited Guaranty in favor of Development Authority of the North Country.
10.4	Assignment of Mineral and Mining Rights by St. Lawrence Zinc Company, LLC in favor of Development Authority of the North Country dated March 15, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Star Mountain Resources, Inc.
Date: March 21, 2016	By:	/s/ Wayne Rich
		Wayne Rich, Chief Financial Officer

EX-10.1

Exhibit 10.1

PROMISSORY NOTE

$500,000.00 Date: March 15, 2016

FOR VALUE RECEIVED, ST. LAWRENCE ZINC COMPANY, LLC, a Delaware limited liability company, with an address of 408 Sylvia Lake Road, Gouverneur, New York 13642 and (hereinafter referred to as “Borrower”) hereby covenants and promises to pay to DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, a New York public benefit corporation with its principal office at Dulles State Office Building, 317 Washington Street, Watertown, New York 13601 (referred to herein as “Lender”), or order, at Lender’s address first above written or at such other address as Lender may designate in writing, the principal sum of FIVE HUNDRED THOUSAND AND 00/100ths ($500,000.00) Dollars, in lawful money of the United States of America, together with interest thereon computed from the date hereof as set forth herein, until paid in full.

Borrower covenants and agrees with Lender as follows:

1. Borrower will pay the indebtedness evidenced by this Note as provided herein.

2. The interest rate charged on the outstanding principal balance shall be at the rate of TWO AND ONE-QUARTER percent (2.25%) per annum. Interest is calculated on the basis of a 360 day year for the actual number of days the loan is outstanding.

3. Borrower shall make payments of only accrued interest at the aforesaid rate commencing on the 1^st day of April 2016 and continuing on the 1^st day of each consecutive month thereafter, until the Maturity Date of this loan as hereinafter defined.

4. Borrower shall have the right to prepay all or a portion of the outstanding principal balance of this Note without any prepayment fee.

5. Payments as received by Lender are to be applied first against late charges or other penalties or expenses for which Borrower is liable; accrued interest at the aforesaid rate on the outstanding principal amount; and then to the reduction of principal.

6. Notwithstanding any other provision contained herein to the contrary, on April 1, 2017 (the “Maturity Date”), all outstanding sums of principal and accrued interest shall be due and payable in full, if not sooner paid.

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7. In the event any payment due hereunder shall not be paid within fifteen (15) days of the date it is due, there shall be a penalty of 6.0% of the amount of the payment that is late. This paragraph shall not be deemed to extend or otherwise modify or amend the date when such payments are due hereunder.

8. The Lender may declare the entire unpaid amount of principal and interest under this Note to be immediately due and payable if Borrower fails to make any payment required by this Note within thirty (30) days of its due date.

9. The holder of this Note may also declare the entire unpaid amount of principal and interest under this Note to be due and payable upon the occurrence of any event of default under the Security Agreement, or the Assignment of Mineral and Mining Rights securing this Note and such default has not been cured within twenty-five(25) days after Borrower’s receipt of written notice of such default specifying the reasons for the default. In the event the default cannot be cured within twenty-five (25) days, Borrower shall not be in default if, within the twenty-five (25) day period, it shall have commenced to cure the default and shall continue its efforts to cure the default with due diligence. Forbearance to exercise the right to accelerate the maturity of the principal indebtedness with respect to any event of default shall not constitute a waiver of said right as to any other or subsequent event of default.

10. Borrower, and all guarantors, endorsers and sureties of this Note, hereby waive presentment for payment, demand, protest, notice of protest, notice of nonpayment, and notice of dishonor of this Note. Borrower and all guarantors, endorsers and sureties consent that Lender at any time may extend the time of payment of all or any part of the indebtedness secured hereby, or may grant any other indulgences.

11. Any notice or demand required or permitted to be made or given hereunder shall be deemed sufficiently made and given if given by personal service or five (5) days after the mailing of such notice or demand by certified mail, addressed, if to Borrower, at Borrower’s address first above written, with a copy to Star Mountain Resources, Inc., 8307 Shaffer Parkway, Suite 102, Littleton, Colorado 80127 Attn. Chief Financial Officer and to Legal & Compliance, LLC, 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401 Attn. Laura Anthony, Esq., and Lazarus Rothstein, Esq., or if to Lender, at Lender’s address first above written. Any party may change its address by like notice actually received by the other party or parties.

12. This Note may not be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change, modification, termination, waiver, or discharge is sought.

13. This Promissory Note shall be construed in accordance with and governed by the laws of the State of New York.

14. Any legal action by any party against another relating in any way to this instrument, or the indebtedness, or any relationship between or conduct by the parties, whether at law or in equity, shall be commenced in the Supreme Court of the State of New York in and for St. Lawrence County, New York. Borrower shall indemnify Lender for all costs, disbursements and reasonable attorneys’ fees incurred by Lender in the event Lender must enforce its rights under this instrument.

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IN WITNESS WHEREOF, Borrower has executed this Note on the date first above written.

Borrower:

ST. LAWRENCE ZINC COMPANY, LLC
	By:	Balmat Holding Corporation
		A Delaware Corporation
		Sole Member

/s/ Wayne Rich
By:	Wayne Rich
Its:	Chief Financial Officer

STATE OF COLORADO	)
	)ss:
COUNTY OF JEFFERSON	)

On the 15 day of March 2016, before me, the undersigned, a Notary Public in and for said State, personally appeared WAYNE RICH, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, entity or person upon behalf of which the individual acted, executed the instrument.

/s/ Bryan S. Doyle

Notary Public

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EX-10.2

Exhibit 10.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (referred to herein as “Agreement”) is made March 15, 2016 by ST. LAWRENCE ZINC COMPANY, LLC, a Delaware limited liability company, with an address of 408 Sylvia Lake Road, Gouverneur, New York 13642 (referred to herein as “Debtor”) to DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, a New York public benefit corporation, with an office located at 111 Clinton Street, Watertown, New York 13601 (referred to herein as “Secured Party”).

W I T N E S S E T H:

WHEREAS, in order to induce Secured Party to make a loan concurrently herewith as evidenced by that certain Promissory Note of even date herewith (the “Note” or “Notes”) and to secure any other obligations owed by the Debtor to the Secured Party now or in the future, Debtor has agreed to pledge to Secured Party certain property as security for the loan;

NOW THEREFORE, in consideration of Ten Dollars, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Debtor hereto agrees as follows:

1. Definitions. The following terms as used in this Agreement shall have the meanings set forth below:

“Collateral” shall mean the property set forth in EXHIBIT A attached hereto and made a part hereof, and all proceeds thereof, and all replacements thereto, wherever located.

“Event of Default” shall have the meanings set forth herein at ¶6.

“Note” or “Notes” shall mean that certain promissory note or those certain promissory notes dated the same date as this Security Agreement made by Debtor payable to Secured Party.

“Obligations” shall mean all principal and interest due or to become due under the Note, and any other indebtedness or liability of Debtor to Secured Party, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

2. Creation Of The Security Interest. Debtor hereby grants to Secured Party a security interest in all of Debtor’s now owned or hereafter acquired right, title and interest in and to the Collateral to secure the full and prompt payment and performance of all of the Obligations.

3. Debtor’s Obligation To Pay. Debtor shall pay and perform all of the Obligations of Debtor to Secured Party as the same may become due according to their terms. Debtor shall be liable for, and shall reimburse to Secured Party, all expenses, including reasonable attorneys’ fees, incurred or paid in connection with establishing, perfecting, maintaining, protecting or enforcing any of Secured Party’s rights and remedies hereunder.

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4.01 Protection Of The Collateral. Debtor shall defend the title to the Collateral against all claims and demands whatsoever. Debtor shall keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Collateral. Upon request by Secured Party, Debtor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes and provisions of this Security Agreement. Debtor shall not sell, exchange, assign, transfer or otherwise dispose of the Collateral, and shall not encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instance. The risk of loss of the Collateral at all times shall be borne by Debtor. Debtor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear.

4.02 Debtor at all times shall maintain: (A) insurance covering the Collateral and all other property of Debtor against loss or damage by fire and other hazards; (B) insurance against liability on account of damage to persons and property; (C) all insurance required under applicable workmen’s compensation laws; and (D) insurance covering such other risks as Secured Party reasonably may request. Such insurance shall be in amounts satisfactory to Secured Party, shall be maintained with responsible insurance carriers, shall name Debtor and Secured Party as their interests may appear as insured, and shall provide for at least ten (10) days’ written notice to Secured Party prior to cancellation. Debtor, from time to time, upon Secured Party’s written request, promptly shall furnish or cause to be furnished to Secured Party evidence of the maintenance of all insurance required to be maintained hereunder, including such originals or copies of policies, certificates of insurance, riders and endorsements relating thereto and proof of payment of premiums as Secured Party may request. If Debtor shall fail to maintain any such insurance, Secured Party may, but shall not be obligated to do so at the expense of Debtor, in addition to the other rights and remedies of Secured Party. Debtor hereby irrevocably designates Secured Party, its agents, representatives and designees, as agent and attorney-in-fact, coupled with an interest, of Debtor for purposes of obtaining, adjusting and canceling any such insurance and endorsing settlement drafts, and hereby assigns to Secured Party all sums which may become payable under such insurance, including returned premiums and dividends, as additional security for the Obligations.

4.03 Secured Party shall have the right to enter upon the premises where the Collateral is located at any reasonable time, and from time to time, to inspect the Collateral.

5. Filing And Recording. Debtor, at its own cost and expense, shall execute and deliver to Secured Party any financing statements, and shall procure for Secured Party any other documents, necessary or appropriate to protect the security interest granted to Secured Party hereunder against the rights and interests of third parties, and shall cause the same to be duly recorded and filed in all places necessary to perfect the security interest of Secured Party in the Collateral. In the event that any recording or refiling thereof (or filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such security interest, Debtor, at its own cost and expense, shall cause the same to be re-recorded and/or refiled at the time and in the manner requested by Secured Party. Debtor hereby authorizes Secured Party to file or refile any financing statements or continuation statements with respect to the security interest granted pursuant to this Agreement which at any time may be required or appropriate, although the same may have been executed only by Secured Party, and to execute such financing statement on behalf of Debtor. Debtor hereby irrevocably designates Secured Party, its agents, representatives and designees, as agent and attorney-in-fact, coupled with an interest, of Debtor for the aforesaid purposes.

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6. Default. The occurrence of any one or more of the following events (hereinafter referred to as “Events of Default” or “Event of Default”) shall constitute a default hereunder, whether such occurrence is voluntary or involuntary or comes about or is effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental authority beyond the grace period specified below: (A) If Debtor shall fail to pay, perform or observe any covenant, agreement, term or provision of this Agreement, the Note or any other agreement or arrangement now or hereafter entered into between the parties hereto or with respect to any Obligation of Debtor to Secured Party; (B) If any representation, warranty or other statement of fact herein or in any writing, certificate, report or statement at any time furnished to Secured Party pursuant to or in connection with this Agreement or the Note shall be false or misleading in any material respect; (C) If any Debtor shall: admit in writing its inability to pay its debts generally as they become due; file a petition for relief under the bankruptcy laws or a petition to take advantage of any insolvency act; make an assignment for the benefit of creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or the whole or any substantial part of its property; file a petition or answer seeking reorganization or arrangement or similar relief under the Federal Bankruptcy Laws or any other applicable law or statute of the United States or any State; or if Debtor shall be adjudged a bankrupt or insolvent, or a court of competent jurisdiction shall enter any order, judgment or decree appointing a receiver, trustee, liquidator or conservator of Debtor or of the whole or any substantial part of the property of Debtor or approves a petition filed against Debtor seeking reorganization or similar relief under the Federal Bankruptcy Laws or any other applicable law or statute of the United States or any State; or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of Debtor or the whole or any substantial part of its property; or if there is commenced against Debtor any proceeding for any of the foregoing relief; or if Debtor by any act indicates its consent to, approval of, or acquiescence in any such proceeding; (D) If any creditor of Debtor for any reason whatsoever hereafter shall accelerate payment in whole or in part of any outstanding obligation owed to it by Debtor under any agreement or arrangement, or if any judgment against the Debtor or any execution against any of its property for any amount remains unpaid, unstayed or undismissed for a period in excess of sixty (60) days; (E) If Debtor shall cease to exist; (F) If there occurs any reduction in the value of the Collateral or any act of Debtor which imperils the prospect of the full performance or satisfaction of the Obligations; or (G) If all or any part of the Collateral shall be sold, transferred or assigned, or shall be further encumbered, hypothecated, mortgaged, or made subject to any other lien or security interest, without the prior written consent of Secured Party.

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7. Rights And Remedies. Upon the occurrence of an Event of Default, Debtor shall have a period of 25 days after its receipt of written notice of such default specifying the reasons for the default. In the event the Event of Default cannot be cured within 25 days, Debtor shall not be in default if, within such 25 day period, it shall have commenced to cure the default and shall continue its efforts to cure such default with due diligence. After such period of time, if the Event of Default has not been cured, the Obligations shall immediately become due and payable in full without further notice or demand. Secured Party shall have all rights and remedies provided by the Uniform Commercial Code then in effect in the State of New York. In addition to, or in conjunction with, or substitution for such rights and remedies, Secured Party may at any time and from and after the occurrence of an Event of Default hereunder: (A) with or without notice to Debtor, foreclose the security interest created herein by any available judicial procedure, or take possession of the Collateral, or any portion thereof, with or without judicial process, and enter any premises where the Collateral may be located for the purpose of taking possession of or removing the same, or rendering the same unusable, or disposing of the Collateral on such premises, and Debtor agrees not to resist or interfere therewith; (B) require Debtor to prepare, assemble or collect the Collateral, at Debtor’s own expense, and make the same available to Secured Party at such place as Secured Party may designate, whether at Debtor’s premises or elsewhere; (C) sell, lease or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation, in Debtor’s name or in its own name, or in the name of such party as Secured Party may designate, either at public or private sale (at which Secured Party shall have the right to purchase), in lots or in bulk, for cash or for credit, with or without representations or warranties, and upon such other terms as Secured Party, in its sole discretion, may deem advisable; and ten (10) days’ written notice of such public sale date or dates after which private sale may occur, or such lesser period of time in the case of an emergency, shall constitute reasonable notice hereunder; (D) execute and deliver documents of title, certificates of origin, or other evidence of payment, shipment or storage of any Collateral or proceeds on behalf of and in the name of Debtor; (E) remedy any default by Debtor hereunder, without waiving such default, and any monies expended in so doing shall be chargeable with interest to Debtor and added to the Obligations secured hereby; and (F) apply for an injunction to restrain a breach or threatened breach of this Agreement by Debtor.

8. Cumulative Rights. All rights, remedies and powers granted to Secured Party herein, or in any instrument or document related hereto, or provided or implied by law or in equity shall be cumulative and may be exercised singly or concurrently on any one or more occasions.

9. Debtor’s Representations And Warranties. Debtor hereby represents and warrants to Secured Party that: (A) Debtor is not in default under any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will violate any law or regulation, or any order or decree of any court or governmental authority, or will conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or other instrument to which Debtor is a party or by which Debtor may be bound. (B) Debtor has the power to execute, deliver and perform the provisions of this Agreement and all instruments and documents delivered or to be delivered pursuant hereto, and has taken or caused to be taken all necessary or appropriate actions to authorize the execution, delivery and performance of this Agreement and all such instruments and documents. (C) Debtor is the legal and equitable owner of the Collateral, free and clear of all security interests, liens, claims and encumbrances of every kind and nature. No financing statement covering the Collateral or its proceeds is on file in any public office. (D) No default exists, and no event which with notice or the passage of time, or both, would constitute a default hereunder exists. (E) There are no offsets, claims or defenses against the Obligations.

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10. Notices. All notices, requests, demands or other communications provided for herein shall be in writing and shall be deemed to have been properly given five (5) days after the date sent by certified mail, addressed to the parties at their respective addresses hereinabove set forth, with a copy to Star Mountain Resources, Inc., 8307 Shaffer Parkway, Suite 102, Littleton, Coloardo 80127 Attn. Chief Financial Officer and to Legal & Compliance, LLC, 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401 Attn. Laura Anthony, Esq. and Lazarus Rothstein, Esq. or at such other addresses as the parties may designate in writing. Debtor immediately shall notify Secured Party of any change in the address of Debtor or discontinuance of the place of business of Debtor.

11. Modification And Waiver. No modification or waiver of any provision of this Agreement, and no consent by Secured Party to any breach thereof by Debtor, shall be effective unless such modification or waiver shall be in writing and signed by Secured Party, and the same shall then be effective only for the period and on the conditions and for the specific instances and purposes specified in such writing. No course of dealing between Debtor and Secured Party in exercising any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder. All such rights and remedies shall continue unimpaired, notwithstanding any delay, extension of time, renewal, compromise or other indulgence granted with respect to any of the Obligations. Debtor hereby waives all notice of any such delay, extension of time, renewal, compromise or indulgence, and consents to be bound thereby as fully and effectually as if Debtor expressly had agreed thereto in advance. The aforesaid Note may be negotiated by Secured Party without releasing Debtor or the Collateral.

12. Applicable Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of New York. The invalidity or unenforceability of any provision of this Agreement shall not effect the validity or enforceability of any other provision of this Agreement. Debtor covenants and agrees to execute and deliver to Secured Party on demand such additional assurances, writings and instruments as may be required by Secured Party for purposes of effectuating the intent of this Agreement. The captions in this Agreement are for convenience only, and shall not be considered in construing this Agreement.

13. Venue and Jurisdiction. Any legal action by any party against another relating in any way to this instrument, or the indebtedness, or any relationship between or conduct by the parties, whether at law or in equity, shall be commenced in the Supreme Court of the State of New York in and for St. Lawrence County, New York.

14. Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective distributees, executors, administrators, successors and permitted assigns. Secured Party may assign this Agreement, and if assigned, the assignee shall be entitled, upon notifying Debtor, to the payment and performance of all of the Obligations and agreements of Debtor hereunder and to all of the rights and remedies of Secured Party hereunder, and Debtor shall assert no claims or defenses Debtor may have against Secured Party against the assignee. The gender and number used in this Agreement are used for reference only and shall apply with the same effect whether the parties are masculine, feminine, neuter, singular or plural.

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EXECUTED as of the day and year first above written.

DEBTOR:

ST. LAWRENCE ZINC COMPANY, LLC

By: Balmat Holding Corporation

A Delaware Corporation

Sole Member

/s/ Wayne Rich
By:	Wayne Rich
Its:	Chief Financial Officer

STATE OF COLORADO	)
	)ss:
COUNTY OF JEFFERSON	)

On the 15 day of March 2016, before me, the undersigned, a Notary Public in and for said State, personally appeared WAYNE RICH, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, entity or person upon behalf of which the individual acted, executed the instrument.

/s/ Bryan S. Doyle

Notary Public

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EXHIBIT A

Attachment to Security Agreement and UCC-1 Financing Statement between ST. LAWRENCE ZINC COMPANY, LLC, Debtor, and DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, Secured Party.

1.	All Debtor’s machinery and equipment specified on the list annexed hereto.
2.	All Debtor’s now owned and hereafter acquired or created mineral and mining rights arising in the operations of Debtor’s business, including but not limited to permits, licenses on the list annexed hereto, easements, and rights of way.
3.	All accessions, accessories, additions, amendments, modifications, and replacements to any of the above; all proceeds and products of any of the above; all condemnation awards; all policies of insurance pertaining to any of the above, as well as any proceeds and unearned premiums pertaining to such policies, and all books and records pertaining to any of the above.

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EX-10.3

Exhibit 10.3

FORM OF

UNLIMITED GUARANTY

THIS UNLIMITED GUARANTY (referred to herein as “Guaranty”) is made on March __, 2016, by ____________, a ___ corporation, with an address of ___________, (referred to herein as “Guarantor”) with DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, a New York public benefit corporation, with an office located at 317 Washington Street, Watertown, NY 13601 (referred to herein as “Lender”).

WHEREAS Lender has required the unlimited guaranty of Guarantor, in connection with the loan evidenced by a Promissory Note in the original principal amount of $500,000.00 dated the same date as this Guaranty, made and delivered by ST. LAWRENCE ZINC COMPANY, LLC (referred to herein as “Debtor”) to Lender and said Guarantor is financially connected with Debtor, and agrees that it will receive a benefit from the making of the said loan.

FOR VALUE RECEIVED and to induce Lender to make the loan evidenced by the said Promissory Note referred to above to Debtor, Guarantor hereby agrees as follows:

1. Definitions. The following terms as used in this Guaranty shall have the meanings set forth below:

“Collateral” means all property (real, personal, tangible and intangible), rights, and interests now or thereafter granted to or held by Lender from whatever source securing payment of all or any portion of the Indebtedness.

“Indebtedness” shall mean all debt, liability and obligation of any and every kind of Debtor to Lender now existing and hereafter incurred, direct and contingent, including all renewals, extensions, modifications and consolidations thereof, and also including, but not limited to both the principal and interest portions of the debt, arising or incurred by Debtor under that certain Promissory Note in the original principal amount of $500,000.00 dated the same date as this Guaranty made payable to Lender and also arising or incurred under any of the related loan documents dated the same date as this Guaranty.

2.1 Guarantor absolutely and unconditionally guaranties to the Lender payment of the Indebtedness (as herein defined) of Debtor to Lender. This is a continuing guaranty terminable solely upon receipt by Lender of written notice of termination signed by a Guarantor. If there is more than one Guarantor, a termination shall be effective only as to each Guarantor who signed such notice. Upon such termination, Guarantor’s obligation shall apply only to Indebtedness incurred by Debtor prior to receipt of such written notice and Indebtedness accruing or arising after such receipt, but relating to an obligation in effect prior to such receipt.

2.2 Guarantor’s obligations under this Guaranty are absolute and unconditional. Guarantor shall make payment on demand, irrespective of any claim or counterclaim of any kind which Guarantor or Debtor may have or allege to have and irrespective of Debtor’s bankruptcy or other excuse from payment by operation of law. Guarantor waives the right to raise any such claim or counterclaim, or excuse in any proceeding to enforce this Guaranty.

2.3 Lender may enforce its right under this Guaranty irrespective of any other rights it may now or hereafter have to obtain payment of the Indebtedness, including but not limited to its rights against Debtor, against any other guarantor, and with respect to any Collateral. Lender may, in its absolute discretion, concurrently or successively take any action and commence any proceeding to enforce its rights to receive payment upon the Indebtedness from whatever source, including but not limited to this Guaranty, the Collateral, and any other guarantees.

2.4 Any rights which any Guarantor might acquire with respect to any Collateral or against other guarantors as a result of payment pursuant to this Guaranty of part of the Indebtedness shall be subordinate to the Lender’s rights with respect to such Collateral or other guarantors for the balance of the Indebtedness owing to Lender after such payment.

3. Lender may take or decline to take any of the following actions with respect to the Indebtedness and the Collateral, in its absolute discretion, without notice to or consent of Guarantor (without prejudice to Guarantor’s obligations under this Guaranty): (a) make loans and otherwise extend credit to Debtor; (b) amend, waive, compromise, extend, or accelerate the time or manner for payment; (c) apply payments from whatever source and the proceeds of Collateral in any order or manner; (d) alter, waive, or renew the terms of any instrument, document, or other related agreement; (e) increase or reduce the rate of interest and any other charge; (f) release, modify, substitute, subordinate, repossess, and sell any collateral; (g) release any Guarantor and release or add any other Guarantor.

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4. Guarantor waives the right, if any, to receive any notice relating to the Indebtedness, this Guaranty and the Collateral, including but not limited to notice of (a) acceptance of this Guaranty by Lender; (b) loans or other extensions of credit to the Debtor; (c) nonpayment by Debtor or any other guarantor; (d) default; (e) exercise by Lender of its rights with respect to any Collateral, including repossession, foreclosure, and sale; (f) demand for payment under this Guaranty.

5. After a default by Debtor as defined in any of the loan documents, any deposit or other sums now or hereafter due from Lender to Guarantor and any securities or other property of Guarantor which at any time are in the possession of the Lender shall be held and treated as security for the payment of Guarantor’s obligations under this Guaranty. Lender may setoff or apply such deposits or other sums at any time after default.

6. Guarantor agrees to pay Lender’s reasonable costs and expenses, including reasonable attorney’s fees, incurred in collecting any Indebtedness, in pursuing or protecting its rights with respect to the Collateral and any other guarantor of the Indebtedness or part thereof, or in enforcing this Guaranty.

7. If this Guaranty is executed by more than one party, or if more than one guaranty relating to the same Indebtedness is executed by separate parties, the obligation of all such parties under this Guaranty and/or such other guaranty with respect to the Indebtedness shall be deemed joint and several. The failure of any person or persons to sign this Guaranty, whether or not named as a Guarantor, shall not release or affect the liability of any signer hereof. The gender and number used in this Guaranty are used for reference only and shall apply with the same effect whether the parties are masculine, feminine, neuter, singular or plural.

8.1 Guarantor shall keep adequate records and books of account in accordance with generally accepted accounting principles and shall permit Lender, and the agents, accountants and attorneys of Lender, to inspect and examine the records, books of account and papers of Guarantor which reflect upon its financial condition, the income and expenses of the property or the business conducted by Guarantor, and to discuss the affairs, finances and accounts of Guarantor with the officers, agents, accountants and attorneys of Lender, at such reasonable times as Lender may request. Guarantor promptly shall deliver to Lender such other information with respect to Guarantor as Lender from time to time reasonably may request.

8.2 This Guaranty, including any modifications thereto, shall inure to the benefit of Lender, its successors and assigns, and shall bind Guarantor and Guarantor’s heirs, executors, administrators, successors, and assigns.

8.3 This Guaranty in conjunction with the related loan documents dated the same date as this Guaranty contain the entire understanding and agreement of Guarantor and Lender with respect to the matters covered herein or therein, and no previous statement, agreement, or understanding, oral or written, shall be binding unless set forth herein or in the related loan documents dated the same date as this Guaranty. No modification or waiver of the provisions of this Guaranty shall be effective as to Lender unless in writing signed by its authorized representative. Any such waiver shall be applicable solely to the specific instance for which given and shall not apply, expressly or impliedly, to any other instance.

8.4 This Guaranty shall be construed in accordance with and governed by the laws of the State of New York. Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

8.5 Any legal action by any party against another relating in any way to this instrument, or the indebtedness, or any relationship between or conduct by the parties, whether at law or in equity, shall be commenced in the Supreme Court of the State of New York in and for St. Lawrence County, New York.

SIGNED AND DELIVERED the date first above written.

By: Wayne Rich

Its: Chief Financial Officer  

STATE OF COLORADO	)
COUNTY OF JEFFERSON	)	ss:

On the day of March in the year 2016, before me, the undersigned, a notary public in and for said state, personally appeared WAYNE RICH, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

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EX-10.4

Exhibit 10.4

ASSIGNMENT OF MINERAL AND MINING RIGHTS

THIS ASSIGNMENT made and delivered effective as of March 15, 2016, by ST. LAWRENCE ZINC COMPANY, LLC, a Delaware limited liability company, with an address of 408 Sylvia Lake Road, Gouverneur, New York 13642, (“Assignor”) to the DEVELOPMENT AUTHORITY OF THE NORTH COUNTRY, a New York public benefit corporation, with its principal place of business at Dulles State Office Building, 317 Washington Street, Watertown, New York 13601 (“Assignee”).

RECITALS:

A. The Assignor has applied to Assignee for a loan in the principal amount of FIVE HUNDRED THOUSAND DOLLARS $500,000.00)(the “Loan”); and

B. As collateral security for performance of its obligations, Assignor has agreed to assign to Assignee its right, title and interest to conduct mineral mining operations, and to process and transport such minerals, together with all contracts, leases, licenses, easements, rights of way, and permits, now owned and hereinafter acquired by Assignor, and located on lands owned by Assignor and its lessors situated in the Towns of Fowler, Edwards, and Pierrepont, County of St. Lawrence, State of New York (collectively referred to as “Mineral and Mining Rights”).

AGREEMENT

In consideration of the foregoing, the Assignor agrees as follows:

1. ASSIGNMENT. Assignor, for value received, hereby transfers, conveys and assigns to Assignee any and all rights, title and interest that Assignor may have in, under or from the Mineral and Mining Rights, such Assignment to become effective immediately upon:

a.	The occurrence of any Event of Default beyond any applicable grace period after written notice by Assignee to Assignor by Assignor in its obligations under the Loan and the instruments executed by Assignor pursuant thereto; and
b.	The delivery by Assignee to the Assignor and the other parties named in such contracts, leases, licenses, easements, rights of way and permits, or their successors or assigns, a written notice stating the Assignee has elected to replace Assignor as the “Owner” or “Vendor” or “Licensee” or “Lessee” or “Grantee” under the documents which confer such Mineral and Mining Rights.

2. INDEMNIFICATION AND HOLD HARMLESS. Nothing contained herein shall relieve Assignor of any obligation or liability imposed by any documents which confer the Mineral and Mining Rights, or by any laws or regulations pertaining thereto. The Assignor shall indemnify and hold Assignee harmless from and against any such obligations or liabilities, claims, actions, proceedings, damages, penalties, costs, interest and expenses, including reasonable attorneys’ fees arising or incurred by Assignee from this Assignment of Mineral and Mining Rights. Assignee shall in no event be obligated to perform any actions or incur any obligations or liabilities whatsoever unless Assignee affirmatively elects to do so.

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3. REPRESENTATIONS AND COVENANTS OF ASSIGNOR.

a.	Assignor hereby represents and warrants to Assignee that there is no default now existing on its part under the documents which create the Mineral and Mining Rights. To the best of Assignor’s knowledge, there are no violations of law or regulation, or actions pending or threatened, which adversely affect the Assignor’s Mineral and Mining Rights.
b.	Assignor covenants and warrants that it is the sole party in interest required to execute a binding and effective assignment of the Mineral and Mining Rights.
c.	Assignor covenants (i) to abide by, perform and discharge each and every material obligation, covenant and agreement of the documents which confer the Mineral and Mining Rights to be performed by Assignor; (ii) to enforce each and every material obligation, covenant, condition and agreement of such documents to be performed by others; and (iii) not to materially modify or alter the terms of the documents, without the prior written consent of the Assignee.

4. AUTHORIZATION. Assignor hereby authorizes any Party to commence or continue performance of its obligations under the documents which confer the Mineral and Mining Rights for the benefit of the Assignee upon receipt by such party of written notice to do so from Assignee. Any party shall be entitled to rely upon the written notice from Assignee as conclusive proof of Assignee’s right under this Assignment.

5. FURTHER ASSURANCES. Assignor hereby agrees to execute such other instruments and perform such other acts as might be reasonably required by Assignee or Assignee’s counsel to enforce the rights assigned to Assignee hereunder.

6. NOTICES. All notices, demands or instruments which are required or permitted to be given or served hereunder shall be in writing and served personally or sent by certified mail addressed as follows:

a.	TO ASSIGNOR at the address appearing above unless a different address has been furnished to Assignee, with a copy to Star Mountain Resources, Inc., 8307 Shaffer Parkway, Suite 102, Littleton, Colorado 80127 Attn. Chief Financial Officer and to Lazarus Rothstein, Esq., Legal & Compliance, LLC, 330 Clematis Street, Suite 217, West Palm Beach, FL 33401.
b.	TO ASSIGNEE at its above address, Attention: Executive Director, with a copy to Steven C. Haas, Esq., Schwerzmann & Wise, P.C., 137 Main Avenue, PO Box 704, Watertown, NY 13601.

7. SECURITY AGREEMENT. This Assignment constitutes the granting by Assignor of a security interest under the Uniform Commercial Code in the right, title and interest of Assignor in and to the Documents, including but not limited to any claims under written, oral or statutory warranties or guaranties from the Contractors or any subcontractors furnishing labor, services or materials for the development and construction work covered by the Documents, and Assignor agrees that Uniform Commercial Code financing statements and other documents perfecting or evidencing this security interest may be filed as reasonably required by Assignee or Assignee’s counsel, at Assignor’s expense. This Assignment shall become null and void upon payment in full of all principal and interest due to the Assignee pursuant to the terms of the Loan.

8. GOVERNING LAW. This Assignment shall be construed in accordance with and governed by the laws of the State of New York.

9. VENUE AND JURISDICTION. Any legal action by any party against another relating in any way to this instrument, or the indebtedness, or any relationship between or conduct by the parties, whether at law or in equity, shall be commenced in the Supreme Court of the State of New York in and for St. Lawrence County, New York. Assignor shall indemnify Assignee for all costs, disbursements and reasonable attorneys’ fees incurred by Assignee in the event Assignee must enforce its rights under this Assignment.

10. BINDING EFFECT. This Assignment inures to the benefit of the Assignee and its successors and assigns, and binds the Assignor and its successors and assigns.

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IN WITNESS WHEREOF, this Assignment has been duly executed by Assignor effective the day and year first above written.

ASSIGNOR:
ST. LAWRENCE ZINC COMPANY, LLC
By:	Balmat Holding Corporation
	A Delaware Corporation
	Sole Member
/s/ Wayne Rich
By:	Wayne Rich
Its:	Chief Financial Officer

STATE OF COLORADO	)
	)ss:
COUNTY OF JEFFERSON	)

On the 15 day of March 2016, before me personally appeared WAYNE RICH, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, entity or person upon behalf of which the individual acted, executed the instrument.

/s/ Bryan S. Doyle

Notary Public

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